Exhibit 4.3.4





Exhibit 4.3.4




THIRD AMENDMENT




THIS THIRD AMENDMENT, dated as of December 14, 2010 (this “Amendment”), is to the
Third Amended and Restated Credit Agreement (as heretofore amended, the “Credit Agreement”)
dated as of October 30, 2008 among PENSKE AUTOMOTIVE GROUP, INC. (the “Company”), various
financial institutions (the “Lenders”) and MERCEDES-BENZ FINANCIAL SERVICES USA LLC
(formerly DCFS USA LLC), as 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 Amendment Effective Date (defined below), the
definition of “Floor Plan Financing” in Section 1.1 of the Credit Agreement shall be amended and
restated to read in its entirety as follows:




Floor Plan Financing means a financing undertaken by the Company or any Subsidiary
(a) all of the proceeds of which are (i) used to purchase Motor Vehicles to be sold in the
ordinary course of business by the Company and its Subsidiaries, (ii) relating to funds
expended by the Company or such Subsidiary initially to acquire such Motor Vehicles or (iii)
used to refinance any financing within the scope of clause (a)(i) or (ii)
above or (b) pursuant to a borrowing base line of credit secured by Used Motor Vehicles
owned by the Company and its Subsidiaries.



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



3.1 Amendment. The Agent shall have received a counterpart of this Amendment executed
by the Company and the Required Lenders (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).



3.2 Reaffirmation. The Agent shall have received a counterpart of the Reaffirmation
of Loan Documents, in form and substance satisfactory to the Agent, executed by each Loan Party
other than the Company.



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



SECTION 4 MISCELLANEOUS.



4.1 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.



4.2 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.



4.3 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.



4.4 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.



4.5 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.


 


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4.6 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.



4.7 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.



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Delivered as of the day and year first above written.



	 	 	 	 	 
	 	PENSKE AUTOMOTIVE GROUP, INC.

 	 
	 	By:  	/s/ Robert O’Shaughnessy
 	 
	 	 	Title:  EVP & CFO 	 
	 	 	 	 
	 	MERCEDES-BENZ FINANCIAL SERVICES USA LLC,

as Agent, as Issuing Lender and as a Lender

 	 
	 	By:  	/s/ Michele Nowak
 	 
	 	 	Title: Credit Director National Accounts 	 
	 	 	 	 
	 	TOYOTA MOTOR CREDIT CORPORATION,

as a Lender

 	 
	 	By:  	/s/ Anna Lee
 	 
	 	 	Title:  National Dealer Credit Manager