Penske Automotive (PAG) 10-K 2009 FY Annual report

EXHIBIT 4.1.2

PENSKE AUTOMOTIVE GROUP, INC.
as Issuer,

THE GUARANTORS NAMED HEREIN
as Guarantors,

and

BANK OF NEW YORK TRUST COMPANY, N.A.
as Trustee,

3.50% SENIOR SUBORDINATED CONVERTIBLE NOTES DUE 2026

AMENDED AND RESTATED SUPPLEMENTAL INDENTURE

Dated as of February 19, 2010

to

INDENTURE

Dated as of January 31, 2006

AMENDED AND RESTATED SUPPLEMENTAL INDENTURE

AMENDED AND RESTATED SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 19, 2010, among PAG NORTHERN CALIFORNIA MANAGEMENT, INC., PAG SANTA ANA AVW, INC., PAG WEST ACQUISITION 1, INC. and PAG WEST ACQUISITION 2, INC. (each a “Guaranteeing Subsidiary”), subsidiaries of Penske Automotive Group, Inc. (or its permitted successor), a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and Bank of New York Trust Company, N.A., successor to J.P. Morgan Trust Company, National Association, as trustee under the Indenture referred to below (the “Trustee”).

WITNESSETH

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of January 31, 2006 providing for the issuance of 3.50% Senior Subordinated Convertible Notes due 2026 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and

WHEREAS, pursuant to Section 10.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees to provide a Guarantee on the terms and subject to the conditions set forth in the Guarantee and in the Indenture including but not limited to Article 12 thereof, including the subordination provisions thereof.

4. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary(ies), as such, shall have any liability for any obligations of the Company or any Guaranteeing Subsidiary(ies) under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes or any Guarantee by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes and this Guarantee.

5. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

6. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

7. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

8. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

Dated as of February 19, 2010

SIGNATURES PENSKE AUTOMOTIVE GROUP, INC.
By:	/s/ Robert O’Shaughnessy
	Name:	Robert O’Shaughnessy
	Title:	Executive Vice President — Finance and CFO
GUARANTORS: UAG MINNEAPOLIS B1, LLC JS IMPORTS, LLC PALM AUTO PLAZA, LLC WEST PALM NISSAN, LLC UAG BOSTON FMM, LLC UAG BOSTON FMB, LLC UAG BOSTON FML, LLC UAG BOSTON FMR, LLC UAG BOSTON BENTLEY, LLC WEST PALM S1, LLC
By:	/s/ Robert O’Shaughnessy
	Name:	Robert O’Shaughnessy
	Title:	Assistant Treasurer

SCOTTSDALE 101 MANAGEMENT, LLC SCOTTSDALE PAINT & BODY, LLC UAG ACQUISITION 1, LLC UAG ACQUISITION 2, LLC UAG ACQUISITION 3, LLC UAG ACQUISITION 4, LLC UAG ACQUISITION 5, LLC TAMBURRO ENTERPRISES, INC. CLASSIC SPECIAL ADVERTISING, INC. CLASSIC SPECIAL, LLC CLASSIC SPECIAL AUTOMOTIVE GP, LLC
By:	/s/ Robert O’Shaughnessy
	Name:	Robert O’Shaughnessy
	Title:	Assistant Treasurer

CLASSIC OLDSMOBILE-PONTIAC-GMC, LTD. CLASSIC SPECIAL HYUNDAI, LTD. HILL COUNTRY IMPORTS, LTD.
	By:	CLASSIC SPECIAL, LLC
	Its:	General Partner
		By:	/s/ Robert O’ShaughnessyName: Robert O’Shaughnessy
			Title:    Assistant Treasurer
CLASSIC SPECIAL AUTOMOTIVE, LTD.
	By:	CLASSIC SPECIAL AUTOMOTIVE GP, LLC
	Its:	General Partner
		By:	/s/ Robert O’ShaughnessyName: Robert O’Shaughnessy
			Title:    Assistant Treasurer

ADDITIONAL GUARANTORS PAG LONG ISLAND M1, LLC PAG LONG ISLAND A1, LLC PAG LONG ISLAND B1, LLC PAG LONG ISLAND L1, LLC TURNERSVILLE AUTO OUTLET, LLC SMART USA DISTRIBUTOR LLC PAG NORTH SCOTTSDALE BE, LLC PENSKE DIRECT, LLC CYCLE HOLDINGS, LLC PAG TURNERSVILLE AU, LLC PAG ACQUISITION 15, LLC PAG MICHIGAN S1, LLC PAG AUSTIN S1, LLC PAG CLOVIS T1, INC. PAG ORLANDO LIMITED, INC. PAG ORLANDO GENERAL, INC.
By:	/s/ Robert O’Shaughnessy
	Name:	Robert O’Shaughnessy
	Title:	Assistant Treasurer

PAG ORLANDO PARTNERSHIP, LTD.
	By: PAG ORLANDO GENERAL, INC.
	Its: General Partner
		By:	/s/ Robert O’ShaughnessyName: Robert O’Shaughnessy
			Title:    Assistant Treasurer
HBL, LLC
	By: Penske Automotive Group, Inc.
	Its: Sole Member
		By:	/s/ Robert O’ShaughnessyName: Robert O’Shaughnessy
			Title:    Executive Vice President-Finance

PETER PAN MOTORS, INC.
By:	/s/ Robert O’Shaughnessy
	Name:	Robert O’Shaughnessy
	Title:	Assistant Treasurer

UAG MENTOR ACQUISITION, LLC
	By: Penske Automotive Group, Inc.
	Its: Sole Member
		By:	/s/ Robert O’ShaughnessyName: Robert O’Shaughnessy
			Title:    Executive Vice President-Finance

PAG SAN JOSE S1, INC.
By:	/s/ Robert O’ShaughnessyName: Robert O’Shaughnessy
	Title:    Assistant Treasurer
AUTOMOTIVE MEDIA HOLDINGS, LLC
PAG ACQUISITION 20, LLC
PAG ACQUISITION 21, LLC
PAG ACQUISITION 22, LLC
PAG ACQUISITION 23, LLC
PAG ACQUISITION 24, LLC
PAG ACQUISITION 25, LLC
PAG ACQUISITION 26, LLC
By: PENSKE AUTOMOTIVE GROUP, INC.
Its: Sole Member
By:	/s/ Robert O’ShaughnessyName: Robert O’Shaughnessy
	Title:    Executive Vice President-Finance and CFO
PAG NORTHERN CALIFORNIA MANAGEMENT, INC.
PAG SANTA ANA AVW, INC.
By:	/s/ Robert O’ShaughnessyName: Robert O’Shaughnessy
	Title:    Assistant Treasurer
PAG WEST ACQUISITION 1, LLC
PAG WEST ACQUISITION 2, LLC
By:	/s/ Robert O’ShaughnessyName: Robert O’Shaughnessy
	Title:    Treasurer

THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee,
as successor in interest to
J.P. Morgan Trust Company, N.A.

By:	/s/ D.G. Donovan
	Name:	D.G. Donovan
	Title:	Vice President