EXHIBIT 4.3.2
UNITED AUTO GROUP, INC.
as Issuer,
THE GUARANTORS NAMED HEREIN
as Guarantors,
and
X.X. XXXXXX 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
FIRST SUPPLEMENTAL INDENTURE
DATED AS OF DECEMBER 19, 2003
to
INDENTURE
DATED AS OF MARCH 18, 2002
FIRST SUPPLEMENTAL INDENTURE
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of December 19, 2003 (this "First
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), the additional Guarantors listed on Schedule A annexed hereto
(individually, the "Additional Guarantor" collectively, the "Additional
Guarantors") and X.X. Xxxxxx 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 is entering into this First
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 First
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 First 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. FIRST SUPPLEMENTAL INDENTURE.
This First 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 First 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 First 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 First Supplemental Indenture shall become effective upon execution and
delivery hereof.
SECTION 3.02. COUNTERPARTS.
This First Supplemental Indenture may be executed in several counterparts, each
of which shall be an
original and all of which shall constitute but one and the same instrument.
SECTION 3.03. ACCEPTANCE.
The Trustee accepts the Indenture, as supplemented by this First 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 First
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 First 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 First 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 First 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 First Supplemental Indenture.
SECTION 3.07. INCORPORATION INTO INDENTURE.
All provisions of this First Supplemental Indenture shall be deemed to be
incorporated in, and made part of, the Indenture, and the Indenture, as amended
and supplemented by this First Supplemental Indenture, shall be read, taken and
construed as one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this First Supplemental Indenture to
be duly executed as of the date first above written.
UNITED AUTO GROUP, INC.
By: /s/ Xxxxx X. Xxxxxxxx
----------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President -
Finance
Attest: /s/Xxxxxx X. Xxxxxxx, Xx.
----------------------------------
Name: Xxxxxx X. Xxxxxxx, Xx.
Title: Executive Vice President,
General Counsel and
Secretary
UAG NORTHEAST BODY SHOP, INC.
XXXXXXX UNITED AUTO GROUP NO. 2, INC.
UAG SOUTHEAST, INC.
UAG DULUTH, INC.
UNITED NISSAN, INC. (GA)
PEACHTREE NISSAN, INC.
UAG TEXAS, INC.
UAG TEXAS II, INC.
UAG EAST, INC.
PALM AUTO PLAZA, INC.
FLORIDA CHRYSLER PLYMOUTH, INC.
WEST PALM NISSAN, IN.
NORTHLANK AUTO FINISH, INC.
JS IMPORTS, INC.
WEST PALM AUTO MALL, INC.
AUTO MALL PAYROLL SERVICES, INC.
UAG CAROLINA, INC.
XXXX-XXXXXXX CHEVROLET, INC.
XXXXXXX CHEVROLET-OLDSMOBILE, INC.
XXXX XXXX CHEVROLET, INC.
UAG GOLDSBORO, 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 ACQUISITIN, 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/ Xxxxx X. Xxxxxxxx
----------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Treasurer
Attest: /s/ Xxxxxx X. Xxxxxxx, Xx.
------------------------------------
Name: Xxxxxx X. Xxxxxxx, Xx.
Title: Secretary
UAG CHCC, INC.
LRP, LTD.
UAG NORTHEAST, INC.
DIFEO PARTNERSHIP, INC.
UAG XXXXXX, INC.
SOMERSET MOTORS INC.
XXXXXXX AUTO SALES, INC.
XXXXXXX BUICK-PONTIAC, INC.
XXXXXXX FORD NORTH, INC.
UNITED NISSAN, INC. (TN)
UAG WEST, INC.
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.
XXXXXXXXX XXXX DODGE, INC.
THE NEW GRACELAND DODGE, INC.
UAG GRACELAND II, INC.
UAG MEMPHIS II, INC.
UAG MEMPHIS IV, INC.
UAG MEMPHIS V, INC.
UAG-CARIBBEAN, INC.
XXX XXXXX CHEVROLET, INC.
YOUNG MANAGEMENT GROUP, INC.
UAG YOUNG II, INC.
UAG CLASSIC, INC.
CLASSIC AUTO GROUP, INC.
CLASSIC MANAGEMENT COMPANY, INC.
CLASSIC IMPORTS, INC.
CLASSIC MOTOR SALES, LLC
X. XXXXX CHEVROLET LLC
XXX XXXXX MOTORS LLC
UAG YOUNG AUTOMOTIVE HOLDINGS LLC
EUROPA AUTO IMPROTS, INC.
UAG LAKE XXXXXX, LLC
UAG INDIANAPOLIS, LLC
MOTORCARS ACQUISITION, LLC
MOTORCARS ACQUISITION II, LLC
MOTORCARS ACQUISITION III, LLC
SCOTTSDALE FERRARI, LLC
UAG OLDSMOBILE OF INDIANA, LLC
XXXXXXX NORTH, LLC
XXXXXXX PONTIAC GMC, LLC
XXXXXXX 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 XXXXXXX 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.
XXXXX XXXXXX CHEVROLET-GEO, INC.
HBL, LLC
MOTORCARS ACQUISITION IV, LLC
UAG NANUET I, LLC
UAG NANUET II, LLC
NISSAN OF NORTH OLMSTED, LLC
XXXXXXX NISSAN, LLC
UAG FAYETTEVILLE I, LLC
UAG FAYETTEVILLE II, LLC
UAG FAYETTEVILLE III, LLC
By: /s/ Xxxxx X. Xxxxxxxx
----------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Assistant Treasurer
Attest: /s/ Xxxxxx X. Xxxxxxx, Xx.
---------------------------------
Name: Xxxxxx X. Xxxxxxx, Xx.
Title: Assistant Secretary
DIFEO HYUNDAI PARTNERSHIP
DIFEO NISSAN PARTNERSHIP
DIFEO CHRYSLRE PLYMOUTH JEEP EAGLE PARTNERSHIP
DIFEO LEASING PARTNERSHIP
DANBURY AUTO PARTNERSHIP
DIFEO TENAFLY PARTNERSHIP
OCT PARTNERSHIP
XXXXXX MOTORS PARTNERSHIP
COUNTY AUTO GROUP PARTNERSHIP
SOMERSET MOTORS PARTNERSHIP
BY: DIFEO PARTNERSHIP, INC.
A general partner
By: /s/ Xxxxx X. Xxxxxxxx
----------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Assistant Treasurer
Attest: /s/ Xxxxxx X. Xxxxxxx, Xx.
---------------------------------
Name: Xxxxxx X. Xxxxxxx, Xx.
Title: Assistant Secretary
XXXXXXX AUTOMOTIVE, LTD.
BY: UAG TEXAS, INC., A GENERAL PARTNER
By: /s/ Xxxxx X. Xxxxxxxx
----------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Treasurer
Attest: /s/ Xxxxxx X. Xxxxxxx, Xx.
---------------------------------
Name: Xxxxxx X. Xxxxxxx, Xx.
Title: Secretary
CLASSIC ENTERPRISES, LLC
CLASSIC NISSAN OF TURNERSVILLE, LLC
BY: UAG CLASSIC, INC., MEMBER
By: /s/ Xxxxx X. Xxxxxxxx
----------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Assistant Treasurer
Attest: /s/ Xxxxxx X. Xxxxxxx, Xx.
----------------------------------
Name: Xxxxxx X. Xxxxxxx, Xx.
Title: Assistant Secretary
XXXXXXX FORD, INC.
NATIONAL CITY FORD, INC.
CENTRAL FORD CENTER, INC.
PIONEER FORD SALES, INC.
By: /s/ Xxxxx X. Xxxxxxxx
----------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Assistant Treasurer
Attest: /s/ Xxxxxx X. Xxxxxxx, Xx.
----------------------------------
Name: Xxxxxx X. Xxxxxxx, Xx.
Title: Assistant Secretary
CLASSIC TURNERSVILLE, INC.
GMG MOTORS, INC.
KMPB, LLC
SCOTTSDALE JAGUAR, LTD.
UNITED AUTO LICENSING, LLC
CJNS, LLC
H.B.L. HOLDINGS, INC.
LANTZCH-ANDREAS ENTERPRISES, INC.
LMNS, LLC
UAG VK, LLC
By: /s/ Xxxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Assistant Treasurer
Attest: /s/ Xxxxxx X. Xxxxxxx, Xx.
---------------------------------
Name: Xxxxxx X. Xxxxxxx, Xx.
Title: Assistant Secretary
UAG TURNERSVILLE REALTY, LLC
By: /s/ Xxxxx X. Xxxxxxxx
----------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Treasurer
Attest: /s/ Xxxxxx X. Xxxxxxx, Xx.
--------------------------------
Name: Xxxxxx X. Xxxxxxx, Xx.
Title: Secretary
UAG MICHIGAN H1, LLC
LATE ACQUISITION II, LLC
UAG TULSA VC, LLC
UAG MICHIGAN HOLDINGS, LLC
UAG WEST BAY AM, LLC
UAG WEST BAY IA, LLC
UAG WEST BAY IAU, LLC
UAG WEST BAY IB, LLC
UAG XXXX XXX XX, XXX
XXX XXXX XXX XX, 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
BEDFORD COLLISION CENTER, LLC
PMRC, LLC
UAG CITRUS MOTORS, LLC
By: /s/ Xxxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Assistant Treasurer
Attest: /s/ Xxxxxx X. Xxxxxxx, Xx.
----------------------------------
Name: Xxxxxx X. Xxxxxxx, Xx.
Title: Assistant Secretary
LATE ACQUISITION I, LLC
BY: UNITED AUTO GROUP, INC.
MEMBER
By: /s/ Xxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President -
Finance
Attest: /s/ Xxxxxx X. Xxxxxxx, Xx.
----------------------------------
Name: Xxxxxx X. Xxxxxxx, Xx.
Title: Executive Vice President,
General Counsel and
Secretary
WTA MOTORS, LTD.
BY: LATE ACQUISITION II, LLC
GENERAL PARTNER
By: /s/ Xxxxx X. Xxxxxxxx
------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Assistant Treasurer
Attest: /s/ Xxxxxx X. Xxxxxxx, Xx.
----------------------------
Name: Xxxxxx X. Xxxxxxx, Xx.
Title: Assistant Secretary
UAG GN, LTD.
UAG GW, LTD.
UAG GD, LTD.
BY: UAG HOUSTON ACQUISITION, LTD.
GENERAL PARTNER
BY: UAG TEXAS II, INC.
GENERAL PARTNER
By: /s/ Xxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Assistant Treasurer
Attest: /s/ Xxxxxx X. Xxxxxxx, Xx.
---------------------------------
Name: Xxxxxx X. Xxxxxxx, Xx.
Title: Assistant Secretary
UAG TORRANCE, INC.
By: /s/ Xxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Assistant Treasurer
Attest: /s/ Xxxxxx X. Xxxxxxx, Xx.
----------------------------------
Name: Xxxxxx X. Xxxxxxx, Xx.
Title: Assistant Secretary
X.X. XXXXXX TRUST COMPANY, NA, AS TRUSTEE,
AS SUCCESSOR IN INTEREST TO
BANK ONE TRUST COMPANY, N.A.
By: /s/ Xxxxx Xxxxxxx
-------------------------------
Name: Xxxxx Xxxxxxx
Title: Vice President
STATE OF NEW JERSEY )
) ss.:
COUNTY OF XXXXXX )
On the 18th day of December, 2003, before me personally came Xxxxx X.
Xxxxxxxx to me known, who, being by me duly sworn, did depose and say that he is
employed at Xxx Xxxxxx Xxxxx, 0xx Xxxxx, Xxxxxxxx, XX 00000, 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/ Xxxxx X. Xxxxx
-------------------------------
Notary Public
Schedule A
UAG Michigan H1, LLC
UAG Tulsa VC, LLC
WTA Motors, Ltd.
Late Acquisition I, LLC
Late Acquisition II, LLC
UAG Michigan Holdings, LLC
UAG West Bay AM, LLC
UAG West Bay IA, LLC
UAG West Bay IAU, LLC
UAG West Bay IB, LLC
UAG Xxxx Xxx XX, XXX
XXX Xxxx Xxx XX, LLC
UAG West Bay IM, LLC
UAG West Bay IP, LLC
UAG West Bay IW, LLC
UAG West Bay IV, LLC
UAG West Bay FM, LLC
UAG Turnersville Motors, LLC
UAG Central NJ, LLC
UAG Torrance, Inc.
UAG Royal Palm, LLC
UAG Central Florida Motors, LLC
Motorcars Acquisition V, LLC
Bedford Collision Center, LLC
PMRC, LLC
UAG Citrus Motors, LLC
UAG GN, Ltd.
UAG GW, Ltd.
UAG GD, Ltd.
POSITION OF XXXXX X.
GUARANTOR DAVIDSON
------------------------------- -----------------------------
UAG Michigan H1, LLC Assistant Treasurer
UAG Tulsa VC, LLC Assistant Treasurer
WTA Motors, Ltd. Assistant Treasurer
Late Acquisition I, LLC Executive Vice President -
Finance of United Auto Group,
Inc., Member
Late Acquisition II, LLC Assistant Treasurer
UAG Michigan Holdings, LLC Assistant Treasurer
UAG West Bay AM, LLC Assistant Treasurer
UAG West Bay IA, LLC Assistant Treasurer
UAG West Bay IAU, LLC Assistant Treasurer
UAG West Bay IB, LLC Assistant Treasurer
UAG West Bay II, LLC Assistant Treasurer
UAG West Bay IL, LLC Assistant Treasurer
UAG West Bay IM, LLC Assistant Treasurer
UAG West Bay IP, LLC Assistant Treasurer
UAG West Bay IW, LLC Assistant Treasurer
UAG West Bay IV, LLC Assistant Treasurer
UAG West Bay FM, LLC Assistant Treasurer
UAG Turnersville Motors, LLC Assistant Treasurer
UAG Central NJ, LLC Assistant Treasurer
UAG Torrance, Inc. Assistant Treasurer
UAG Royal Palm, LLC Assistant Treasurer
UAG Central Florida Motors, LLC Assistant Treasurer
Motorcars Acquisition V, LLC Assistant Treasurer
Bedford Collision Center, LLC Assistant Treasurer
PMRC, LLC Assistant Treasurer
UAG Citrus Motors, LLC Assistant Treasurer
UAG GN, Ltd. Assistant Treasurer
UAG GW, Ltd. Assistant Treasurer
UAG GD, Ltd. Assistant Treasurer
