EX-4.1






FOURTH AMENDMENT




THIS FOURTH AMENDMENT, dated as of December 19, 2007(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 AMENDMENTS. Effective as of December 1, 2007 (the “Effective
Date”), the Credit Agreement is hereby amended as follows:




1.1 The definition of “Interest Rate” in Section 1.1 of the Credit Agreement shall be
amended and restated to read in its entirety as follows:




Interest Rate means, for each day, a rate per annum equal to the sum of
(a) (i) in the case of any day from and including the first day of each calendar
month through and including the 15th day of such calendar month, the LIBO Rate for
the first day of such calendar month and (ii) in the case of any day from and
including the 16th day of each calendar month through and including the last day of
such calendar month, the LIBO Rate for the 16th day of such calendar month (the rate
set forth in this clause (a) being the “Base LIBO Rate”) plus (b) a
margin of one and three-quarter percent (1.75%) per annum. Notwithstanding the
foregoing, at any time an Event of Default exists, the applicable margin shall be
increased by two percent (2.00%) per annum. For purposes of this definition,
“LIBO Rate” means, for each date of calculation, (1) the rate of interest
(rounded upwards, if necessary, to the next 1/16th of 1%) published in The Wall
Street Journal (Midwest Edition) on such day (or the immediately preceding
Business Day, if such date is not a Business Day) in its “Money Rates” column as the
one-month London Interbank Offered Rate for Dollar-denominated deposits (if The
Wall Street Journal ceases to publish such a rate or substantially changes the
methodology used to determine such rate, then the rate shall be the rate of interest
(rounded upwards, if necessary, to the next 1/16th of 1%) published by Reuters
Monitor Rates Service on such day (or the immediately preceding Business Day, if
such date is not a Business Day) as the one-month London Interbank Offered Rate for
Dollar-denominated deposits or (2) if such rate is not published or available, such
rate as shall be otherwise independently determined by the Agent on a basis
substantially similar to the methodology used by The Wall Street Journal on
the date of this Agreement.




1.2 Section 5.3(a) of the Credit Agreement shall be amended and restated to
read in its entirety as follows:




Each Lender hereto acknowledges and agrees that the Agent may deduct from
interest payments received by it from the Company an amount equal to 0.10% per annum
of the daily unpaid principal amount of such Lender’s Pro Rata Share of the
Revolving Loans for the period from and including the Effective Date to and
excluding the Termination Date, and that all payments of interest to such Lenders by
the Agent shall be net of such amount.



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 amendments set forth in Section 1
above shall become effective as of the Effective Date when the Agent shall have received (a) 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) and (b) each of the
following documents, each in form and substance satisfactory to the Agent:



3.1 Reaffirmation. A counterpart of the Reaffirmation of Loan Documents,
substantially in the form of Exhibit A, executed by each Loan Party other than the Company.



3.2 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.



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.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]






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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:/s/ Michele Nowak

Title: Credit Director- National Accounts




TOYOTA MOTOR CREDIT CORPORATION,



as a Lender



By: /s/ Mark Doy

Title: National Dealer Credit Manager




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EXHIBIT A




FORM OF REAFFIRMATION




as of December 19, 2007




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. (f/k/a 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 Fourth 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.



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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.

	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

	NISSAN OF NORTH OLMSTED, LLC

	PAG ACQUISITION 13, LLC

	PAG ACQUISITION 14, LLC

	PAG ACQUISITION 15, LLC

	PAG AUSTIN S1, LLC

	PAG LONG ISLAND A1, LLC

	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 WEST, LLC

	PALM AUTO PLAZA, LLC

	PEACHTREE NISSAN, INC.

	PENSKE DIRECT, 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

	SL AUTOMOTIVE, LTD.

	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, LLV

	UAG CAPITOL, INC.

	UAG CAROLINA, INC.

	UAG CENTRAL FLORIDA MOTORS, LLC

	UAG CENTRAL NJ, LLC

	UAG CENTRAL REGION MANAGEMENT, LLC

	UAG CERRITOS, 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 HOLDINGS, INC.

	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

	UAGE STEVENS CREEK II, INC.

	UAG SUNNYVALE, INC.

	UAG TEXAS II, INC.

	UAG TEXAS, LLC

	UAG TORRANCE, INC.

	UAG TULSA HOLDINGS, LLC

	UAG TULSA VC, LLC

	UAG TURNERSVILLE MOTORS, LLC

	UAG TURNERSVILLE REALTY, LLC

	UAG VC II, 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.

	PENSKE AUTOMOTIVE GROUP, 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.

	UAG TULSA JLM, LLC

	UNITED FORD SOUTH, LLC

	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: /s/ Robert O’Shaughnessy

Title: Assistant Treasurer




4




CLASSIC MOTOR SALES, LLC






CLASSIC ENTERPRISES, LLC




By: Penske Automotive Group, Inc.




Member




By: /s/ Robert O’Shaughnessy

Title: Executive Vice President – Finance





CLASSIC NISSAN OF TURNERSVILLE, LLC




By: Classic Management Company, Inc.




Member




By: /s/ Robert O’Shaughnessy

Title: Assistant Treasurer





DAN YOUNG MOTORS, LLC




By: DAN YOUNG CHEVROLET, INC.




Member




By: /s/ Robert O’Shaughnessy

Title: Assistant Treasurer





SHANNON AUTOMOTIVE, LTD.




By: UAG TEXAS, LLC




a general partner




By: /s/ Robert O’Shaughnessy

Title: Treasurer





UAG CITRUS MOTORS, LLC




By: Penske Automotive Group, Inc.




Member




By: /s/ Robert O’Shaughnessy

Title: Executive Vice President — Finance





PAG EAST, LLC






D. YOUNG CHEVROLET, LLC




By: Penske Automotive Group, Inc., Member

By: /s/ Robert O’Shaughnessy

Title: Executive Vice President — Finance





NATIONAL CITY FORD, INC.






CENTRAL FORD CENTER, INC.




By: /s/ Robert O’Shaughnessy

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: /s/ Robert O’Shaughnessy

Title:  Assistant Treasurer





TAMBURRO ENTERPRISES, INC.






CLASSIC SPECIAL ADVERTISING, INC.


CLASSIC SPECIAL AUTOMOTIVE GP, LLC


CLASSIC SPECIAL, LLC




By: /s/ Robert O’Shaughnessy

Title:  Assistant Treasurer





CLASSIC SPECIAL AUTOMOTIVE, LTD.




By: Classic Special Automotive GP, LLC




General Partner




By: /s/ Robert O’Shaughnessy

Title:  Assistant Treasurer





CLASSIC SPECIAL HYUNDAI, LTD.


HILL COUNTRY IMPORTS, LTD.


CLASSIC OLDSMOBILE PONTIAC-GMC, LTD.




By: Classic Special, LLC




By: /s/ Robert O’Shaughnessy

Title:  Assistant Treasurer





PAG ORLANDO LIMITED, INC.






PAG ORLANDO GENERAL, INC.




By: /s/ Robert O’Shaughnessy

Title:  Assistant Treasurer




6




PAG ORLANDO PARTNERSHIP, LTD.




By: PAG Orlando General, Inc.




General Partner




By: /s/ Robert O’Shaughnessy

Title:  Assistant Treasurer




7



ACKNOWLEDGED AND AGREED


as of the date first written above



DCFS USA LLC, as Agent



By: /s/ Michele Nowak

Title:  Credit Director – National Accounts





8