EX-4.1






EXHIBIT 4.1




SIXTH AMENDMENT




THIS SIXTH AMENDMENT, dated as of September 29, 2008 (this “Amendment”), is to the
Second Amended and Restated Credit Agreement (as heretofore amended, the “Credit
Agreement”) dated as of September 8, 2004 among PENSKE AUTOMOTIVE GROUP, INC. (formerly known
as United Auto Group, Inc.; the “Company”), various financial institutions (the
“Lenders”) and DCFS USA LLC, as successor agent for the Lenders (the “Agent”).
Unless otherwise defined herein, terms defined in the Credit Agreement are used herein as defined
in the Credit Agreement.



WHEREAS, the parties hereto desire to amend the Credit Agreement in certain respects;



NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration
(the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as
follows:



SECTION 1 AMENDMENT. Effective on the Effective Date (defined below), the Credit
Agreement shall be amended as follows:



1.1 Section 9.7 of the Credit Agreement shall be amended by deleting clause
(b) thereof in its entirety and replacing the same with the following:




“(b) Debt secured by Liens permitted by Section 9.8(d), and extensions, renewals and
refinancings thereof, provided that (x) the aggregate amount of all such Debt
consisting of purchase money Debt and Debt consisting of Capital Leases that, in either
case, are used to finance the acquisition, construction or improvement of real property and
leasehold interests or improvements, together with other Debt secured by Liens permitted by
Section 9.8(d)(iv), shall not exceed $90,000,000 at any time outstanding and (y) the
aggregate amount of all such Debt (other than Debt described in clause (x) above)
shall not exceed $20,000,000 at any time outstanding;”



1.2 Section 9.8 of the Credit Agreement shall be amended by deleting clause
(d) thereof in its entirety and replacing the same with the following:




“(d) Subject to the limitation set forth in Section 9.7(b), (i) Liens arising in
connection with Capital Leases (and attaching only to the property being leased), (ii) Liens
existing on property at the time of the acquisition thereof by the Company or any Subsidiary
(and not created in contemplation of such acquisition), (iii) Liens that constitute purchase
money security interests on any property securing Debt incurred for the purpose of financing
all or any part of the cost of acquiring such property, provided that any such Lien
attaches to such property within 60 days of the acquisition thereof and attaches solely to
the property so acquired and (iv) Liens created pursuant to those certain Mortgages dated on
or around September 28, 2008 between Toyota Motor Credit Corporation (“TMCC”), the
Company and various Subsidiaries of the Company on real property located in Royal Palm
Beach, Florida owned by certain Subsidiaries, improvements thereon, easements related
thereto, fixtures on such real property (other than trade fixtures), leases and rents
related to such real property, and condemnation and insurance proceeds, in each case
relating to such real property and proceeds of the foregoing (it being acknowledged and
agreed by the Agent and Lenders that any Liens of TMCC (to the extent such Liens are duly
perfected) on any such real property, improvements, fixtures (other than trade fixtures),
condemnation and insurance proceeds, leases and rents related thereto and proceeds thereof
are senior in priority to the Liens, if any, of the Agent and the Lenders in such property
under the Collateral Documents);”



SECTION 2 REPRESENTATIONS AND WARRANTIES. The Company represents and warrants to the
Agent and the Lenders that: (a) the representations and warranties made in Section 8 of
the Credit Agreement are true and correct on and as of the date hereof with the same effect as if
made on and as of the date hereof (except to the extent relating solely to an earlier date, in
which case they were true and correct as of such earlier date); (b) no Event of Default or
Unmatured Event of Default exists or will result from the execution of this Amendment; (c) no event
or circumstance has occurred since the Effective Date that has resulted, or would reasonably be
expected to result, in a Material Adverse Effect; (d) the execution and delivery by the Company of
this Amendment and the performance by the Company of its obligations under the Credit Agreement as
amended hereby (as so amended, the “Amended Credit Agreement”) (i) are within the corporate
powers of the Company, (ii) have been duly authorized by all necessary corporate action, (iii) have
received all necessary approval from any governmental authority and (iv) do not and will not
contravene or conflict with any provision of any law, rule or regulation or any order, decree,
judgment or award which is binding on the Company or any of its Subsidiaries or of any provision of
the certificate of incorporation or bylaws or other organizational documents of the Company or of
any agreement, indenture, instrument or other document which is binding on the Company or any of
its Subsidiaries; and (e) the Amended Credit Agreement is the legal, valid and binding obligation
of the Company, enforceable against the Company in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the
enforcement of creditors’ rights generally or by equitable principles relating to enforceability.



SECTION 3 COVENANT. The Company covenants to the Agent and the Lenders that within
thirty (30) days of the Effective Date (as defined below) the Company shall deliver to the Agent a
Reaffirmation of Loan Documents, substantially in the form of Exhibit A, executed by each
Loan Party other than the Company.



SECTION 4 CONDITIONS TO EFFECTIVENESS. The amendments set forth in Section 1
above shall become effective on the date (the “Effective Date”) when the following
conditions precedent have been satisfied, each in form and substance satisfactory to the Agent:



4.1 Amendment. The Agent shall have received a counterpart of this Amendment executed
by the Company and each Lender (or, in the case of any party other than the Company from which the
Agent has not received a counterpart hereof, facsimile confirmation of the execution of a
counterpart hereof by such party).



4.2 Other Documents. Such other documents as the Agent or any Lender may reasonably
request.



SECTION 5 MISCELLANEOUS.



5.1 Continuing Effectiveness, etc. As hereby amended, the Credit Agreement shall
remain in full force and effect and is hereby ratified and confirmed in all respects. All
references in the Credit Agreement, the Notes, each other Loan Document and any similar document to
the “Credit Agreement” or similar terms shall refer to the Amended Credit Agreement.



5.2 Counterparts. This Amendment may be executed in any number of counterparts and by
the different parties on separate counterparts, and each such counterpart shall be deemed to be an
original but all such counterparts shall together constitute one and the same Amendment.



5.3 Expenses. The Company agrees to pay the reasonable costs and expenses of the
Agent (including reasonable fees and disbursements of counsel, including, without duplication, the
allocable costs of internal legal services and all disbursements of internal legal counsel) in
connection with the preparation, execution and delivery of this Amendment.



5.4 Severability of Provisions. In the event that any provision in or obligation
under this Amendment shall be invalid, illegal or unenforceable in any jurisdiction, the validity,
legality and enforceability of the remaining provisions or obligations, or of such provision or
obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.



5.5 Section Headings. The various headings of this Amendment are inserted for
convenience only and shall not affect the meaning or interpretation of this Amendment or the
Agreement or any provision hereof or thereof.



5.6 Governing Law. This Amendment shall be a contract made under and governed by the
laws of the State of New York applicable to contracts made and to be wholly performed within the
State of New York.



5.7 Successors and Assigns. This Amendment shall be binding upon the Company, the
Lenders and the Agent and their respective successors and assigns, and shall inure to the benefit
of the Company, the Lenders and the Agent and the successors and assigns of the Lenders and the
Agent.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




1




Delivered as of the day and year first above written.



PENSKE AUTOMOTIVE GROUP, INC.



By: /s/ Robert O’Shaughnessy

Title: Executive Vice President – Finance





DCFS USA LLC, as Agent, as Issuing Lender and as a




Lender



By: Michele Nowak

Title: Credit Director – National Accounts




TOYOTA MOTOR CREDIT CORPORATION,



as a Lender



By: Anna Lee

Title: Dealer Credit Manager




2




EXHIBIT A




FORM OF REAFFIRMATION




as of [           ], 2008




DCFS USA LLC, as Agent


and the Lenders party


to the Second Amended and Restated Credit Agreement


referred to below


36455 Corporate Drive


Farmington Hills, Michigan 48331


Attn: Michele Nowak



Re: Reaffirmation of Loan Documents



Ladies and Gentlemen:



Please refer to:



(a) The Second Amended and Restated Security Agreement dated as of September 8, 2004 (the
“Security Agreement”) among Penske Automotive Group, Inc. (formerly known as United Auto
Group, Inc.; the “Company”), its subsidiaries and DCFS USA LLC in its capacity as Agent (in
such capacity, the “Agent”);



(b) The Guaranty dated as of October 8, 1999 (the “Guaranty”) executed in favor of the
Agent and various other parties by all subsidiaries of the Company; and



(c) The Pledge Agreement dated as of October 8, 1999 (the “Pledge Agreement”) executed
by the Company and certain of its subsidiaries.



Each of the undersigned acknowledges that the Company, the Lenders and the Agent have executed
the Sixth Amendment (the “Amendment”) to the Second Amended and Restated Credit Agreement
dated as of September 8, 2004 (as amended, supplemented or otherwise modified from time to time,
the “Credit Agreement”). Capitalized terms not otherwise defined herein have the meanings
given in the Credit Agreement.



Each of the undersigned hereby confirms that the Security Agreement, the Guaranty, the Pledge
Agreement and each other Loan Document to which such undersigned is a party remains in full force
and effect after giving effect to the effectiveness of the Amendment and that, upon such
effectiveness, all references in each Loan Document to the “Credit Agreement” shall be references
to the Credit Agreement, as amended by the Amendment.



3



This letter agreement may be signed in counterparts and by the various parties on separate
counterparts. This letter agreement shall be governed by the laws of the State of New York
applicable to contracts made and to be performed entirely within such State.



	 
	ATLANTIC AUTO FUNDING CORPORATION

	ATLANTIC AUTO SECOND FUNDING CORPORATION

	ATLANTIC AUTO THIRD FUNDING CORPORATION

	AUTO MALL PAYROLL SERVICES, INC.

	BRETT MORGAN CHEVROLET-GEO, INC.

	CJNS, LLC

	CLASSIC AUTO GROUP, INC.

	CLASSIC IMPORTS, INC.

	CLASSIC MANAGEMENT COMPANY, INC.

	CLASSIC TURNERSVILLE, INC.

	COVINGTON PIKE DODGE, INC.

	CYCLE HOLDINGS, LLC

	DAN YOUNG CHEVROLET, INC.

	DIFEO PARTNERSHIP, LLC

	EUROPA AUTO IMPORTS, INC.

	FLORIDA CHRYSLER-PLYMOUTH, INC.

	FRN of TULSA, LLC

	GENE REED CHEVROLET, INC.

	GMG MOTORS, INC.

	GOODSON NORTH, LLC

	GOODSON PONTIAC GMC, LLC

	GOODSON SPRING BRANCH, LLC

	HBL, LLC

	HT AUTOMOTIVE, LLC

	JS IMPORTS, LLC

	KMPB, LLC

	KMT/UAG, INC.

	LANDERS AUTO SALES, LLC

	LANDERS BUICK-PONTIAC, INC.

	LANDERS FORD NORTH, INC.

	LANDERS UNITED AUTO GROUP NO. 2, INC.

	LATE ACQUISITION I, LLC

	LATE ACQUISITION II, LLC

	LMNS, LLC

	LRP, LTD.

	MICHAEL CHEVROLET-OLDSMOBILE, INC.

	MOTORCARS ACQUISITION II, LLC

	MOTORCARS ACQUISITION III, LLC

	MOTORCARS ACQUISITION IV, LLC

	MOTORCARS ACQUISITION V, LLC

	MOTORCARS ACQUISITION VI, LLC

	MOTORCARS ACQUISITION, LLC

	PAG AUSTIN H1, LLC

	PAG AUSTIN S1, LLC

	PAG CLOVIS T1, INC.

	PAG LONG ISLAND B1, LLC

	PAG LONG ISLAND L1, LLC

	PAG LONG ISLAND M1, LLC

	PAG MICHIGAN S1, LLC

	PAG NORTH SCOTTSDALE BE, LLC

	PAG TURNERSVILLE AU, LLC

	PAG MICHIGAN HOLDINGS, LLC

	PAG WEST, LLC

	PALM AUTO PLAZA, LLC

	PEACHTREE NISSAN, INC.

	PENSKE DIRECT, LLC

	PENSKE WHOLESALE OUTLET, LLC

	PMRC, LLC

	RELENTLESS PURSUIT ENTERPRISES, INC.

	SA AUTOMOTIVE, LTD.

	SAU AUTOMOTIVE, LTD.

	SCOTTSDALE 101 MANAGEMENT, LLC

	SCOTTSDALE FERRARI, LLC

	SCOTTSDALE JAGUAR, LTD.

	SCOTTSDALE MANAGEMENT GROUP, LTD.

	SCOTTSDALE PAINT & BODY, LLC

	SIGMA MOTORS INC.

	SK MOTORS, LLC

	SL AUTOMOTIVE, LLC

	SMART USA DISTRIBUTOR, LLC

	SOMERSET MOTORS, INC.

	SUN MOTORS, LLC

	TRI-CITY LEASING, INC.

	TURNERSVILLE AUTO OUTLET, LLC

	UAG ATLANTA H1, LLC

	UAG ATLANTA IV MOTORS, INC.

	UAG ARKANSAS FLM, LLC

	UAG CAPITOL, INC.

	UAG CAROLINA, INC.

	UAG CENTRAL NJ, LLC

	UAG CENTRAL REGION MANAGEMENT, LLC

	UAG CHANTILLY AU, LLC

	UAG CHCC, INC.

	UAG CHEVROLET, INC.

	UAG CLASSIC, INC.

	UAG CLOVIS, INC.

	UAG CONNECTICUT I, LLC

	UAG CONNECTICUT, LLC

	UAG DULUTH, INC.

	UAG EAST, LLC

	UAG ESCONDIDO A1, INC.

	UAG ESCONDIDO H1, INC.

	UAG ESCONDIDO M1, INC.

	UAG FAIRFIELD CA, LLC

	UAG FAIRFIELD CM, LLC

	UAG FAIRFIELD CP, LLC

	UAG FAYETTEVILLE I, LLC

	UAG FAYETTEVILLE II, LLC

	UAG FAYETTEVILLE III, LLC

	UAG FINANCE COMPANY, INC.

	UAG GD, LTD.

	UAG GN, LTD.

	UAG GP, LTD

	UAG GRACELAND II, INC.

	UAG GW, LTD.

	UAG HOUSTON ACQUISITION, LTD.

	UAG HUDSON, INC.

	UAG HUDSON CJD, LLC

	UAG INTERNATIONAL HOLDINGS, INC.

	UAG KISSIMMEE MOTORS, INC.

	UAG LANDERS SPRINGDALE, LLC

	UAG LOS GATOS, INC.

	UAG MARIN, INC.

	UAG MEMPHIS II, INC.

	UAG MEMPHIS IV, INC.

	UAG MEMPHIS MANAGEMENT, LLC

	UAG MENTOR ACQUISITION, LLC

	UAG MICHIGAN CADILLAC, LLC

	UAG MICHIGAN H1, LLC

	UAG MICHIGAN H2, LLC

	UAG MICHIGAN PONTIAC-GMC, LLC

	UAG MICHIGAN T1, LLC

	UAG MICHIGAN TMV, LLC

	UAG MINNEAPOLIS B1, LLC

	UAG NANUET I, LLC

	UAG NANUET II, LLC

	UAG NEVADA LAND, LLC

	UAG NORTHEAST BODY SHOP, INC.

	UAG NORTHEAST, LLC

	UAG OLDSMOBILE OF INDIANA, LLC

	UAG/PFS, INC.

	UAG PHOENIX VC, LLC

	UAG REALTY, LLC

	UAG ROYAL PALM, LLC

	UAG ROYAL PALM M1, LLC

	UAG SAN DIEGO A1, INC.

	UAG SAN DIEGO H1, INC.

	UAG SAN DIEGO JA, INC.

	UAG SOUTHEAST, INC.

	UAG SPRING, LLC

	UAG STEVENS CREEK II, INC.

	UAG SUNNYVALE, INC.

	UAG TEXAS II, INC.

	UAG TEXAS, LLC

	UAG TULSA HOLDINGS, LLC

	UAG TURNERSVILLE MOTORS, LLC

	UAG TURNERSVILLE REALTY, LLC

	UAG VK, LLC

	UAG WEST BAY AM, LLC

	UAG WEST BAY FM, LLC

	UAG WEST BAY IA, LLC

	UAG WEST BAY IAU, LLC

	UAG WEST BAY IB, LLC

	UAG WEST BAY II, LLC

	UAG WEST BAY IL, LLC

	UAG WEST BAY IM, LLC

	UAG WEST BAY IP, LLC

	UAG WEST BAY IV, LLC

	UAG WEST BAY IW, LLC

	UAG YOUNG II, INC.

	UAG-CARIBBEAN, INC.

	PETER PAN MOTORS, INC.

	UNITED AUTO LICENSING, LLC

	UNITEDAUTO SCOTTSDALE PROPERTY HOLDINGS, LLC

	UNITED AUTOCARE PRODUCTS, LLC

	UNITED NISSAN, INC., A GEORGIA CORPORATION

	UNITED NISSAN, INC., A TENNESSEE CORPORATION

	UNITED RANCH AUTOMOTIVE, LLC

	UNITEDAUTO DODGE OF SHREVEPORT, INC.

	UNITEDAUTO FIFTH FUNDING INC.

	UNITEDAUTO FINANCE INC.

	UNITEDAUTO FOURTH FUNDING INC.

	WEST PALM AUTO MALL, INC.

	WEST PALM NISSAN, LLC

	WEST PALM S1, LLC

	WESTBURY SUPERSTORE, LTD.

	WTA MOTORS, LTD.

	YOUNG MANAGEMENT GROUP, INC.

	UNITED FORD NORTH, LLC

	UNITED FORD BROKEN ARROW, LLC

	DEALER ACCESSORIES, LLC

	UAG WEST BAY IN, LLC

	UAG SAN DIEGO AU, INC.

	UAG SAN DIEGO MANAGEMENT, INC.







By:

Title:




4




CLASSIC MOTOR SALES, LLC






CLASSIC ENTERPRISES, LLC




By: Penske Automotive Group, Inc.




Member




By:                                                   
                           


Title: Executive Vice President – Finance




CLASSIC NISSAN OF TURNERSVILLE, LLC




By: Classic Management Company, Inc.




Member




By:                                                   
                           


Title: Assistant Treasurer




YOUNG AUTOMOTIVE HOLDINGS, LLC






DAN YOUNG MOTORS, LLC




By: DAN YOUNG CHEVROLET, INC.




Member




By:                                                   
                           


Title: Assistant Treasurer




SHANNON AUTOMOTIVE, LTD.




By: UAG TEXAS, LLC




a general partner




By:                                                   
                           


Title: Treasurer




UAG CITRUS MOTORS, LLC




By: Penske Automotive Group, Inc.




Member




By:                                                   
                           


Title: Executive Vice President — Finance




PAG EAST, LLC






D. YOUNG CHEVROLET, LLC




By: Penske Automotive Group, Inc., Member




By:                                                   
                    


Title: Executive Vice President — Finance




NATIONAL CITY FORD, INC.






CENTRAL FORD CENTER, INC.




By:                                                   
                    


Title:  Assistant Treasurer




COUNTY AUTO GROUP PARTNERSHIP


DANBURY AUTO PARTNERSHIP


DIFEO CHRYSLER PLYMOUTH JEEP


EAGLE PARTNERSHIP


DIFEO HYUNDAI PARTNERSHIP


DIFEO LEASING PARTNERSHIP


DIFEO NISSAN PARTNERSHIP


DIFEO TENAFLY PARTNERSHIP


HUDSON MOTOR PARTNERSHIP



5




OCT PARTNERSHIP


SOMERSET MOTORS PARTNERSHIP




By: DIFEO PARTNERSHIP, INC.




a general partner




By:                                                   
                           


Title:  Assistant Treasurer




TAMBURRO ENTERPRISES, INC.






CLASSIC SPECIAL ADVERTISING, INC.


CLASSIC SPECIAL AUTOMOTIVE GP, LLC


CLASSIC SPECIAL, LLC




By:                                                   
                           


Title:  Assistant Treasurer




CLASSIC SPECIAL AUTOMOTIVE, LTD.




By: Classic Special Automotive GP, LLC




General Partner




By:                                                   
                           


Title:  Assistant Treasurer




CLASSIC SPECIAL HYUNDAI, LTD.


HILL COUNTRY IMPORTS, LTD.


CLASSIC OLDSMOBILE PONTIAC-GMC, LTD.




By: Classic Special, LLC




By:                                                   
                           


Title:  Assistant Treasurer




PAG ORLANDO LIMITED, INC.






PAG ORLANDO GENERAL, INC.




By:                                                   
                           


Title:  Assistant Treasurer



6




PAG ORLANDO PARTNERSHIP, LTD.




By: PAG Orlando General, Inc.




General Partner




By:                                                   
                           


Title:  Assistant Treasurer




7