INDENTURE Dated as of August 28, 2012 5.75% Senior Subordinated Notes due 2022 Reconciliation and tie between Trust Indenture Act of 1939, as amended, and Indenture, dated as of August 28, 2012Penske Automotive Group, Inc. • August 28th, 2012 • Retail-auto dealers & gasoline stations • New York
INDENTURE, dated as of August 28, 2012, among Penske Automotive, Inc., a Delaware corporation (the “Company”), the guarantors set forth on the signature pages hereto (each a “Guarantor” and collectively, the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
REGISTRATION RIGHTS AGREEMENT by and among Penske Automotive Group, Inc. and the Guarantors named herein and Merrill Lynch, Pierce, Fenner & Smith Incorporated RBS Securities Inc. J.P. Morgan Securities LLC Wells Fargo Securities, LLC U.S. Bancorp...Registration Rights Agreement • August 28th, 2012 • Penske Automotive Group, Inc. • Retail-auto dealers & gasoline stations • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 28, 2012 by and among Penske Automotive Group, Inc., a Delaware corporation (the “Company”), the guarantors listed herein (the “Guarantors”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBS Securities Inc., J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, U.S. Bancorp Investments, Inc., Stephens Inc. and BNP Paribas Securities Corp. (each an “Initial Purchaser” and, collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 5.75% Senior Subordinated Notes due 2022 (the “Initial Notes”) pursuant to the Purchase Agreement (as defined below).
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • August 28th, 2012 • Penske Automotive Group, Inc. • Retail-auto dealers & gasoline stations • New York
SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of August 27, 2012, among Penske Automotive Group, Inc. (formerly known as United Auto Group, Inc.), a Delaware corporation (the “Company”), the Guarantors (as defined in the Indenture referred to below) and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as trustee under the Indenture referred to below (the “Trustee”).
