EX-4.1






FOURTH AMENDMENT




THIS FOURTH AMENDMENT, dated as of September 30, 2011 (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
Credit Agreement shall be amended as follows:



1.1 Section 1.1 of the Credit Agreement shall be amended as follows:



(a) Each of the following definitions in Section 1.1 of the Credit Agreement shall be amended
and restated in its entirety as follows:




Commitment means, as to any Lender, such Lender’s commitment to make Revolving Loans
and/or to issue or participate in Letters of Credit under this Agreement. Each Lender’s Pro
Rata Share of the Revolving Commitment Amount and the L/C Commitment Amount as in effect on
the Fourth Amendment Effective Date is set forth on Schedule 2.1.




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) (i) in the case of Revolving Loans, (x) if the Total
Outstandings is less than or equal to the Borrowing Base, a margin of two and one-half
percent (2.50%) per annum, and (y) if the Total Outstandings exceed the Borrowing Base, then
(A) a margin of three and one-half percent (3.50%) per annum shall apply to the portion of
the Revolving Loans equal to the amount by which the Total Outstandings exceed the Borrowing
Base and (B) a margin of two and one-half percent (2.50%) per annum shall apply to the
portion of Revolving Loans not described in the foregoing clause (A) (with each
determination of the Borrowing Base in this clause (i) to be effective as of the
first day of the calendar month during which the applicable Borrowing Base Certificate is
delivered) and (ii) in the case of the Term Loans, a margin of two and one-half percent
(2.50%) 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 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.




Pro Rata Share means, with respect to any Lender, the percentage which (a) the
aggregate amount of such Lender’s Commitments is of (b) the Commitments of all Lenders;
provided that, after any of the Commitments have been terminated, “Pro Rata Share”
shall mean, as to any Lender, the percentage which the sum of the aggregate principal amount
of such Lender’s Revolving Loans plus the participations of such Lender in all
Letters of Credit plus the aggregate principal amount of such Lender’s Term Loans is
of the sum of the aggregate principal amount of all Revolving Loans plus the Stated
Amount of all Letters of Credit plus the aggregate principal amount of the Term
Loan. The Pro Rata Share of each Lender as of the Fourth Amendment Effective Date is set
forth on Schedule 2.1.




Revolving Commitment Amount means $375,000,000, as reduced from time to time
pursuant to Section 6.1.



(b) following definition shall be added to Section 1.1 of the Credit Agreement in its proper
alphabetical position:




Fourth Amendment Effective Date means the “Amendment Effective Date” under and as
defined in the Fourth Amendment hereto dated as of October 1, 2011.



1.2 Section 5.2 of the Credit Agreement shall be deleting in its entirety and replaced with
the following:




Non-Use Fee. The Company agrees to pay to the Agent for the account of the Lenders
a non-use fee (the “Non-Use Fee”) equal to 0.30% per annum (computed for the actual
number of days elapsed on the basis of a year of 360 days) of an amount equal to the
Commitments (other than the Commitments to issue Letters of Credit) less the Revolving
Outstandings. Such Non-Use Fees shall accrue from and including the Effective Date to and
excluding the Termination Date and be payable in arrears (x) at all times prior to the
Termination Date, on an annual basis for each year, on the 20th day of the next
succeeding January and (y) on the Termination Date. Each Lender shall be entitled to
receive such Lender’s Pro Rata Share of the Non-Use Fee.



1.3 Section 5.3 of the Credit Agreement shall be amended as follows:



(a) Subsection 5.3(b) shall be deleted in its entirety and replaced with the following:




[Reserved.]



(b) Subsection 5.3(d) shall be deleted in its entirety and replaced with the following:




All of the Agent’s fees payable under Section 5.3(a) shall be computed for the
actual number of days elapsed on the basis of a year of 360 days.



1.4 Schedule 2.1 of the Credit Agreement shall be deleted in its entirety and replaced with
Schedule 2.1 hereto.



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 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 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 Resolutions. Certified copies of resolutions of the Board of Directors of the
Company authorizing the execution, delivery and performance by the Company of this Agreement, the
Notes and the other Loan Documents to which the Company is a party; and certified copies of
resolutions of the Board of Directors of each other Loan Party authorizing the execution, delivery
and performance by such Loan Party of each Loan Document to which such entity is a party.



3.3 Consents, etc. Certified copies of all documents evidencing any necessary
corporate, limited liability company or partnership action, consents and governmental approvals (if
any) required for the execution, delivery and performance by the Company and each other Loan Party
of the documents referred to in this Section 3.



3.4 Incumbency and Signature Certificates. A certificate of the Secretary or an
Assistant Secretary (or other appropriate representative) of each Loan Party certifying the names
of the officer or officers of such entity authorized to sign the Loan Documents to which such
entity is a party, together with a sample of the true signature of each such officer (it being
understood that the Agent and each Lender may conclusively rely on each such certificate until
formally advised by a like certificate of any changes therein).



3.5 Opinion of Counsel. An opinion of counsel reasonably satisfactory to the Agent.



3.6 Solvency Certificate. A Solvency Certificate, substantially consistent with the
form of Exhibit F to the Credit Agreement, executed by the Chief Financial Officer of the Company.



3.7 Governing Documents. A certificate of the Secretary or Assistant Secretary (or
other appropriate representative) of each Loan Party certifying that either (i) there has been no
change or amendment (other than those attached to such certificate) to its respective articles of
incorporation, by-laws, certificate of formation or operating agreement (as applicable) or other
governing documents since certified copies of such documents were provided to the Agent in
connection with the Existing Agreement or (ii) such documents have been delivered to the Agent in
connection with the closing hereunder.



3.8 Borrowing Base Certificate. A Borrowing Base Certificate dated as of the
Amendment Effective Date.



3.9 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.



3.10 Payment of Interest and Fees. Evidence of payment by the Company of all accrued
and unpaid interest, fees, costs and expenses to the extent then due and payable on the Amendment
Effective Date, together with all Attorney Costs of the Agent to the extent invoiced prior to the
Amendment Effective Date, plus such additional amounts of Attorney Costs as shall
constitute the Agent’s reasonable estimate of Attorney Costs incurred or to be incurred by the
Agent through the closing proceedings (provided that such estimate shall not thereafter
preclude final settling of accounts between the Company and the Agent).



3.11 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]




Delivered as of the day and year first above written.



PENSKE AUTOMOTIVE GROUP, INC.



By:/s/ David K. Jones

Title: Executive Vice President and 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 ManagerSCHEDULE

2.1




LENDERS AND PRO RATA SHARES



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Share of Revolving	 	Share of L/C	 	 	 	 
	Lender	 	Commitment Amount	 	Commitment Amount	 	Term Loans	 	Pro Rata Share
	Mercedes-Benz

Financial Services

USA LLC

	 	$259,615,384.62





	 	$6,923,076.92





	 	$92,769,230.77





	 	69.2307692307692%






	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Toyota Motor

Credit Corporation

	 	$115,384,615.38



	 	$3,076,923.08



	 	$41,230,769.23



	 	30.7692307692308%




	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL

	 	$	375,000,000.00	 	 	$	10,000,000.00	 	 	$	134,000,000.00	 	 	 	100	%