Exhibit 4.2
UNITED AUTO GROUP, INC.
AS ISSUER,
THE GUARANTORS NAMED HEREIN
AS GUARANTORS,
AND
J.P. MORGAN TRUST COMPANY, N.A.
AS TRUSTEE,
AS SUCCESSOR IN INTEREST TO
BANK ONE TRUST COMPANY, N.A.
9 5/8% SENIOR SUBORDINATED NOTES DUE 2012
AMENDED AND RESTATED SUPPLEMENTAL INDENTURE
DATED AS OF MAY 5, 2006
TO
INDENTURE
DATED AS OF MARCH 18, 2002
AMENDED AND RESTATED SUPPLEMENTAL INDENTURE
THIS AMENDED AND RESTATED SUPPLEMENTAL INDENTURE, dated as of May 5, 2006 (this
"Amended and Restated Supplemental Indenture"), to the Indenture (as defined
below), among United Auto Group, Inc., a Delaware corporation (the "Company"),
the Guarantors (as defined in the Indenture), together with the additional
Guarantors previously referenced in a supplemental indenture and the additional
guarantors listed on Schedule A annexed hereto (individually, the "Additional
Guarantor" collectively, the "Additional Guarantors") and J.P. Morgan Trust
Company, N.A. (as successor in interest to Bank One Trust Company, N.A.) in its
capacity as trustee (the "Trustee").
WHEREAS, each Additional Guarantor has become a Restricted Subsidiary and
pursuant to Section 901 of the Indenture and has entered into a Supplemental
Indenture or is entering into this Amended and Restated Supplemental Indenture
to thereby become a Guarantor as provided in Article 1013 of the Indenture; and
WHEREAS, pursuant to Section 901(e) of the Indenture, the Company, the
Guarantors, each Additional Guarantor and the Trustee may enter into this
Amended and Restated Supplemental Indenture without the consent of any Holder;
and
WHEREAS, all consents and notices required to be obtained and given as
conditions to the execution of this Amended and Restated Supplemental Indenture
pursuant to the Indenture and all other documents relating to the Notes have
been obtained and given;
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the parties hereto agree as
follows:
ARTICLE 1: AUTHORIZATION; DEFINITIONS
SECTION 1.01. AMENDED AND RESTATED SUPPLEMENTAL INDENTURE.
This Amended and Restated Supplemental Indenture is supplemental to, and is
entered into, in accordance with Section 901(e) of the Indenture, and except as
modified, amended and supplemented by this Amended and Restated Supplemental
Indenture, the provisions of the Indenture are in all respects ratified and
confirmed and shall remain in full force and effect.
SECTION 1.02. DEFINITIONS.
Unless the context shall otherwise require, all terms which are defined in
Section 1.01 of the Indenture shall have the same meanings, respectively, in
this Amended and Restated Supplemental Indenture as such terms are given in said
Section 1.01 of the Indenture.
ARTICLE 2: ADDITIONAL GUARANTORS
SECTION 2.01. ADDITIONAL GUARANTORS.
Pursuant to Section 1013 of the Indenture, each Additional Guarantor hereby
expressly assumes the obligations of, and otherwise agrees to perform all of the
duties of, a Guarantor under the Indenture, subject to the terms and conditions
thereof.
ARTICLE 3: MISCELLANEOUS
SECTION 3.01. EFFECTIVE DATE.
This Amended and Restated Supplemental Indenture shall become effective upon
execution and delivery hereof.
SECTION 3.02. COUNTERPARTS.
This Amended and Restated Supplemental Indenture may be executed in any number
of counterparts and by the different parties hereto on a separate counterpart,
and each such counterpart shall be deemed to be an original, but all such
counterparts shall together constitute on and the same Agreement. At any time
after the date of this Amended and Restated Supplemental Indenture, one or more
additional Guarantors may become parties hereto by executing and delivering to
the Trustee a counterpart of this Amended and Restated Supplemental Indenture
together with supplements to the schedules and Annex hereto setting forth all
relevant information with respect to such party as of the date of such delivery.
Immediately upon such execution and delivery (and without any further action),
each such additional Guarantor will become a party to, and will be bound by all
the terms of, this Amended and Restated Supplemental Indenture.
SECTION 3.03. ACCEPTANCE.
The Trustee accepts the Indenture, as supplemented by this Amended and Restated
Supplemental Indenture, and agrees to perform the same upon the terms and
conditions set forth therein as so supplemented. The Trustee shall not be
responsible in any manner whatsoever for or in respect of the validity or
sufficiency of this Amended and Restated Supplemental Indenture or the due
execution by the Company, the Guarantors or each Additional Guarantor, or for or
in respect of the recitals contained herein, all of which are made solely by the
Company.
SECTION 3.04. SUCCESSORS AND ASSIGNS.
All covenants and agreements in this Amended and Restated Supplemental
Indenture, by the Company, the Guarantors, each Additional Guarantor or the
Trustee shall bind its respective successors and assigns, whether so expressed
or not.
SECTION 3.05. SEVERABILITY.
In case any provision in this Amended and Restated Supplemental Indenture shall
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby.
SECTION 3.06. GOVERNING LAW.
This Amended and Restated Supplemental Indenture shall be governed by and
construed in accordance with the laws of the State of New York, as applied to
contracts made and performed within the State of New York, without regard to
principles of conflict of laws. Each of the parties hereto agrees to submit to
the jurisdiction of the courts of the State of New York in any action or
proceeding arising out of or relating to this Amended and Restated Supplemental
Indenture.
SECTION 3.07. INCORPORATION INTO INDENTURE.
All provisions of this Amended and Restated Supplemental Indenture shall be
deemed to be incorporated in, and made part of, the Indenture, and the
Indenture, as amended and supplemented by this Amended and Restated Supplemental
Indenture, shall be read, taken and construed as one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this Amended and Restated
Supplemental Indenture to be duly executed as of the date first above written.
UNITED AUTO GROUP, INC.
By: /s/ James R. Davidson
----------------------------------
Name: James R. Davidson
Title: Executive Vice President -
Finance
Attest: /S/ ROBERT H. KURNICK, JR.
-----------------------------
Name: Robert H. Kurnick, Jr.
Title: Executive Vice President and
General Counsel
EXISTING GUARANTORS:
UAG NORTHEAST BODY SHOP, INC.
LANDERS UNITED AUTO GROUP NO. 2, INC.
UAG SOUTHEAST, INC.
UAG DULUTH, INC.
UNITED NISSAN, INC. (GA)
PEACHTREE NISSAN, INC.
UAG TEXAS II, INC.
UAG EAST, LLC
FLORIDA CHRYSLER PLYMOUTH, INC.
WEST PALM AUTO MALL, INC.
AUTO MALL PAYROLL SERVICES, INC.
UAG CAROLINA, INC.
REED-LALLIER CHEVROLET, INC.
MICHAEL CHEVROLET-OLDSMOBILE, INC.
GENE REED CHEVROLET, INC.
UAG KISSIMMEE MOTORS, INC.
UNITEDAUTOCARE PRODUCTS, LLC
UNITED AUTO FOURTH FUNDING, INC.
UNITED AUTO FIFTH FUNDING, INC.
UAG FINANCE COMPANY, INC.
ATLANTIC AUTO FUNDING CORPORATION
ATLANTIC AUTO SECOND FUNDING CORPORATION
ATLANTIC AUTO THIRD FUNDING CORPORATION
UAG HOUSTON ACQUISITION, LTD.
UAG INTERNATIONAL HOLDINGS, INC.
UAG REALTY, LLC
UNITED AUTO FINANCE, INC.
UAG CONNECTICUT I, LLC
UAG ATLANTA IV MOTORS, INC.
UAG TULSA HOLDINGS, LLC
By: /s/ James R. Davidson
----------------------------------
Name: James R. Davidson
Title: Treasurer
Attest: /S/ ROBERT H. KURNICK, JR.
-----------------------------
Name: Robert H. Kurnick, Jr.
Title: Secretary
UAG CHCC, INC.
LRP, LTD.
DIFEO PARTNERSHIP, LLC
UAG HUDSON, INC.
SOMERSET MOTORS INC.
LANDERS BUICK-PONTIAC, INC.
LANDERS FORD NORTH, INC.
UNITED NISSAN, INC. (TN)
SA AUTOMOTIVE, LTD.
SL AUTOMOTIVE, LTD.
SUN MOTORS, LTD.
SCOTTSDALE MANAGEMENT GROUP, LTD.
SAU AUTOMOTIVE, LTD.
SK MOTORS, LTD.
KMT/UAG, INC.
RELENTLESS PURSUIT ENTERPRISES, INC.
TRI-CITY LEASING, INC.
HT AUTOMOTIVE, LTD.
WESTBURY SUPERSTORE, LTD.
UNITEDAUTO DODGE OF SHREVEPORT, INC.
COVINGTON PIKE DODGE, INC.
THE NEW GRACELAND DODGE, INC.
UAG GRACELAND II, INC.
UAG MEMPHIS II, INC.
UAG MEMPHIS MANAGEMENT, INC.
UAG MEMPHIS V, INC.
UAG-CARIBBEAN, INC.
DAN YOUNG CHEVROLET, INC.
YOUNG MANAGEMENT GROUP, INC.
UAG YOUNG II, INC.
UAG CLASSIC, INC.
CLASSIC AUTO GROUP, INC.
CLASSIC MANGEMENT COMPANY, INC.
CLASSIC IMPORTS, INC.
CLASSIC MOTOR SALES, LLC
D. YOUNG CHEVROLET LLC
DAN YOUNG MOTORS LLC
YOUNG AUTOMOTIVE HOLDINGS LLC
UAG YOUNG AUTOMOTIVE GROUP, LLC
EUROPA AUTO IMPORTS, INC.
UAG CENTRAL REGION MANAGEMENT, LLC
MOTORCARS ACQUISITION, LLC
MOTORCARS ACQUISITION II, LLC
MOTORCARS ACQUISITION III, LLC
SCOTTSDALE FERRARI, LLC
UAG OLDSMOBILE OF INDIANA, LLC
GOODSON NORTH, LLC
GOODSON PONTIAC GMC, LLC
GOODSON SPRING BRANCH, LLC
UAG NEVADA LAND, LLC
UAG CERRIOTS, LLC
UAG CONNECTICUT, LLC
UAG FAIRFIELD CA, LLC
UAG FAIRFIELD CM, LLC
UAG FAIRFIELD CP, LLC
UAG LANDERS SPRINGDALE, LLC
UAG MENTOR ACQUISITION, LLC
UAG MICHIGAN CADILLAC, LLC
UAG MICHIGAN PONTIAC-GMC, LLC
UAG MICHIGAN T1, LLC
UAG MICHIGAN TMV, LLC
UAG PHOENIX VC, LLC
UAG SPRING, LLC
UNITED RANCH AUTOMOTIVE, LLC
UAG CHEVROLET, INC.
BRETT MORGAN CHEVROLET-GEO, INC.
HBL, LLC
MOTORCARS ACQUISITION IV, LLC
UAG NANUET I, LLC
UAG NANUET II, LLC
NISSAN OF NORTH OLMSTED, LLC
LANDERS NISSAN, LLC
UAG FAYETTEVILLE I, LLC
UAG FAYETTEVILLE II, LLC
UAG FAYETTEVILLE III, LLC
By: /s/ James R. Davidson
----------------------------------
Name: James R. Davidson
Title: Assistant Treasurer
Attest: /S/ ROBERT H. KURNICK, JR.
-----------------------------
Name: Robert H. Kurnick, Jr.
Title: Assistant Secretary
DIFEO HYUNDAI PARTNERSHIP
DIFEO NISSAN PARTNERSHIP
DIFEO CHRYSLER PLYMOUTH JEEP EAGLE PARTNERSHIP
DIFEO LEASING PARTNERSHIP
DANBURY AUTO PARTNERSHIP
DIFEO TENAFLY PARTNERSHIP
OCT PARTNERSHIP
HUDSON MOTORS PARTNERSHIP
COUNTY AUTO GROUP PARTNERSHIP
SOMERSET MOTORS PARTNERSHIP
BY: DIFEO PARTNERSHIP, LLC
A general partner
By: /s/ James R. Davidson
----------------------------------
Name: James R. Davidson
Title: Assistant Treasurer
Attest: /S/ ROBERT H. KURNICK, JR.
-----------------------------
Name: Robert H. Kurnick, Jr.
Title: Assistant Secretary
SHANNON AUTOMOTIVE, LTD.
BY: UAG TEXAS, LLC, A GENERAL PARTNER
By: /s/ James R. Davidson
----------------------------------
Name: James R. Davidson
Title: Treasurer
Attest: /S/ ROBERT H. KURNICK, JR.
-----------------------------
Name: Robert H. Kurnick, Jr.
Title: Secretary
CLASSIC ENTERPRISES, LLC
CLASSIC NISSAN OF TURNERSVILLE, LLC
BY: UAG CLASSIC, INC., MEMBER
By: /s/ James R. Davidson
----------------------------------
Name: James R. Davidson
Title: Assistant Treasurer
Attest: /S/ ROBERT H. KURNICK, JR.
-----------------------------
Name: Robert H. Kurnick, Jr.
Title: Assistant Secretary
LANDERS FORD, INC.
NATIONAL CITY FORD, INC.
CENTRAL FORD CENTER, INC.
UAG/PFS, INC.
By: /s/ James R. Davidson
----------------------------------
Name: James R. Davidson
Title: Assistant Treasurer
Attest: /S/ ROBERT H. KURNICK, JR.
-----------------------------
Name: Robert H. Kurnick, Jr.
Title: Assistant Secretary
CLASSIC TURNERSVILLE, INC.
GMG MOTORS, INC.
KMPB, LLC
SCOTTSDALE JAGUAR, LTD.
UNITED AUTO LICENSING, LLC
CJNS, LLC
LMNS, LLC
UAG VK, LLC
By: /s/ James R. Davidson
----------------------------------
Name: James R. Davidson
Title: Assistant Treasurer
Attest: /S/ ROBERT H. KURNICK, JR.
-----------------------------
Name: Robert H. Kurnick, Jr.
Title: Assistant Secretary
UAG TURNERSVILLE REALTY, LLC
By: /s/ James R. Davidson
----------------------------------
Name: James R. Davidson
Title: Treasurer
Attest: /S/ ROBERT H. KURNICK, JR.
-----------------------------
Name: Robert H. Kurnick, Jr.
Title: Secretary
UAG MICHIGAN H1, LLC
LATE ACQUISITION II, LLC
UAG TULSA VC, LLC
UAG MICHIGAN HOLDINGS, INC.
UAG WEST BAY AM, 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 WEST BAY FM, LLC
UAG TURNERSVILLE MOTORS, LLC
UAG CENTRAL NJ, LLC
UAG ROYAL PALM, LLC
UAG CENTRAL FLORIDA MOTORS, LLC
MOTORCARS ACQUISITION V, LLC
MOTORCARS ACQUISITION VI, LLC
PMRC, LLC
UAG CITRUS MOTORS, LLC
By: /s/ James R. Davidson
----------------------------------
Name: James R. Davidson
Title: Assistant Treasurer
Attest: /S/ ROBERT H. KURNICK, JR.
-----------------------------
Name: Robert H. Kurnick, Jr.
Title: Assistant Secretary
LATE ACQUISITION I, LLC
BY: UNITED AUTO GROUP, INC.
MEMBER
By: /s/ James R. Davidson
----------------------------------
Name: James R. Davidson
Title: Executive Vice President -
Finance
Attest: /S/ ROBERT H. KURNICK, JR.
-----------------------------
Name: Robert H. Kurnick, Jr.
Title: Executive Vice President,
General Counsel
WTA MOTORS, LTD.
BY: LATE ACQUISITION II, LLC
GENERAL PARTNER
By: /s/ James R. Davidson
----------------------------------
Name: James R. Davidson
Title: Assistant Treasurer
Attest: /S/ ROBERT H. KURNICK, JR.
-----------------------------
Name: Robert H. Kurnick, Jr.
Title: Assistant Secretary
UAG GN, LTD.
UAG GW, LTD.
UAG GD, LTD.
UAG GP, LTD.
BY: UAG HOUSTON ACQUISITION, LTD.
GENERAL PARTNER
BY: UAG TEXAS II, INC.
GENERAL PARTNER
By: /s/ James R. Davidson
----------------------------------
Name: James R. Davidson
Title: Assistant Treasurer
Attest: /S/ ROBERT H. KURNICK, JR.
-----------------------------
Name: Robert H. Kurnick, Jr.
Title: Assistant Secretary
UAG CAPITOL, INC.
UAG CLOVIS, INC.
UAG MARIN, INC.
UAG LOS GATOS, INC.
UAG SUNNYVALE, INC.
SIGMA MOTORS, INC.
By: /s/ James R. Davidson
----------------------------------
Name: James R. Davidson
Title: Assistant Treasurer
Attest: /S/ ROBERT H. KURNICK, JR.
-----------------------------
Name: Robert H. Kurnick, Jr.
Title: Assistant Secretary
UAG WEST, LLC
UAG TEXAS, LLC
By: /s/ James R. Davidson
----------------------------------
Name: James R. Davidson
Title: Assistant Treasurer
Attest: /S/ ROBERT H. KURNICK, JR.
-----------------------------
Name: Robert H. Kurnick, Jr.
Title: Assistant Secretary
UAG TORRANCE, INC.
By: /s/ James R. Davidson
----------------------------------
Name: James R. Davidson
Title: Assistant Treasurer
Attest: /S/ ROBERT H. KURNICK, JR.
-----------------------------
Name: Robert H. Kurnick, Jr.
Title: Assistant Secretary
UNITED AUTO SCOTTSDALE PROPERTY HOLDINGS, LLC
UAG ATLANTA H1, LLC
UAG NORTHEAST, LLC
LANDERS AUTO SALES, LLC
UAG MICHIGAN H2, LLC
FRN OF TULSA, LLC
By: /s/ James R. Davidson
----------------------------------
Name: James R. Davidson
Title: Assistant Treasurer
Attest: /S/ ROBERT H. KURNICK, JR.
-----------------------------
Name: Robert H. Kurnick, Jr.
Title: Assistant Secretary
UAG WEST BAY IN, LLC
UNITED FORD SOUTH, LLC
UNITED FORD NORTH, LLC
UNITED FORD BROKEN ARROW, LLC
DEALER ACCESSORIES, LLC
UAG TULSA JLM, LLC
By: /s/ James R. Davidson
----------------------------------
Name: James R. Davidson
Title: Assistant Treasurer
Attest: /S/ ROBERT H. KURNICK, JR.
-----------------------------
Name: Robert H. Kurnick, Jr.
Title: Assistant Secretary
UAG STEVENS CREEK II, INC.
UAG VC II, LLC
UAG SAN DIEGO H1, INC.
UAG SAN DIEGO A1, INC.
UAG SAN DIEGO JA, INC.
UAG ESCONDIDO H1, INC.
UAG ESCONDIDO A1, INC.
UAG ESCONDIDO M1, INC.
By: /s/ James R. Davidson
----------------------------------
Name: James R. Davidson
Title: Assistant Treasurer
Attest: /S/ ROBERT H. KURNICK, JR.
-----------------------------
Name: Robert H. Kurnick, Jr.
Title: Assistant Secretary
ADDITIONAL GUARANTORS:
UAG MINNEAPOLIS B1, LLC
UAG SAN DIEGO AU, INC.
UAG SAN DIEGO MANAGEMENT, INC.
JS IMPORTS, LLC
PALM AUTO PLAZA, LLC
WEST PALM NISSAN, LLC
UAG BOSTON FMM, LLC
UAG BOSTON FMB, LLC
UAG BOSTON FMR, LLC
UAG BOSTON FML, LLC
UAG BOSTON BENTLEY, LLC
WEST PALM S1, LLC
By: /s/ James R. Davidson
----------------------------------
Name: James R. Davidson
Title: Assistant Treasurer
Attest: /S/ ROBERT H. KURNICK, JR.
-----------------------------
Name: Robert H. Kurnick, Jr.
Title: Assistant Secretary
J.P. MORGAN TRUST COMPANY, NA, AS TRUSTEE,
AS SUCCESSOR IN INTEREST TO
BANK ONE TRUST COMPANY, N.A.
By: /s/ George Reaves
----------------------------------
Name: George Reaves
Title: Vice President
STATE OF MICHIGAN)
) ss.:
COUNTY OF OAKLAND)
On the 5th day of May, 2006 before me personally came James R. Davidson to
me known, who, being by me duly sworn, did depose and say that he is employed at
One Harmon Plaza, 9th Floor, Secaucus, NJ 07094, that he is the Executive Vice
President - Finance of United Auto Group, Inc., a corporation described in and
which executed the foregoing instrument; that he holds the positions identified
on Annex I hereto with respect to each of the guarantors identified on Annex I
hereto, each of which has executed the foregoing instrument; and that he signed
his name thereto pursuant to the respective authority of the Board of Directors
of United Auto Group, Inc. and such guarantors that are corporations, the Boards
of Directors of the general partner of such guarantors that are limited
partnerships, and the members or managers of such guarantors that are limited
liability companies.
(NOTORIAL SEAL)
/s/ M. Feher
----------------------------------------
Notary Public
My Commission Expires: 10/20/2006
Acting in Oakland County
Schedule A
UAG MINNEAPOLIS B1, LLC
UAG SAN DIEGO AU, INC.
UAG SAN DIEGO MANAGEMENT, INC.
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
ANNEX I
POSITION OF JAMES R.
GUARANTOR DAVIDSON
--------- --------------------
UAG MINNEAPOLIS B1, LLC Assistant Treasurer
UAG SAN DIEGO AU, INC. Assistant Treasurer
UAG SAN DIEGO MANAGEMENT, INC. Assistant Treasurer
JS IMPORTS, LLC Assistant Treasurer
PALM AUTO PLAZA, LLC Assistant Treasurer
WEST PALM NISSAN, LLC Assistant Treasurer
UAG BOSTON FMM, LLC Assistant Treasurer
UAG BOSTON FMB, LLC Assistant Treasurer
UAG BOSTON FML, LLC Assistant Treasurer
UAG BOSTON FMR, LLC Assistant Treasurer
UAG BOSTON BENTLEY, LLC Assistant Treasurer
WEST PALM S1, LLC Assistant Treasurer