AMENDED AND RESTATED SUPPLEMENTAL INDENTURE

Exhibit 4.2

AMENDED AND RESTATED SUPPLEMENTAL INDENTURE

AMENDED AND RESTATED SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 3, 2011, among SDG AUTOMOTIVE INVESTMENTS, LLC, XXXXXXXX IMPORTED CARS, INC.,UAG CENTRAL NJ, LLC, PAG WEST ACQUISITION 3, INC., PAG WEST ACQUISITION 4, INC., PAG WEST ACQUISITION 5, INC., PAG WEST ACQUISITION 6, INC., PAG ACQUISITION 29, LLC, PAG ACQUISITION 30, LLC PAG ACQUISITION 31, LLC and PAG XXXXXXXX X0, LLC (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 The Bank of New York Mellon Trust Company, N.A. The Bank of New York Trust Company, N.A., successor to X.X. Xxxxxx 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 December 7, 2006 providing for the issuance of 7.750% Senior Subordinated Notes due 2016 (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 9.01 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 13 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 May 3, 2011

SIGNATURES

	PENSKE AUTOMOTIVE GROUP, INC.
	By:	/s/ Xxxxxx X’Xxxxxxxxxxx
		Name:	Xxxxxx X’Xxxxxxxxxxx
		Title:	Executive Vice President and CFO
	GUARANTORS: UAG MINNEAPOLIS B1, LLC JS IMPORTS, LLC PALM AUTO PLAZA, LLC WEST PALM NISSAN, LLC UAG CHANTILLY AU, LLC f/k/a UAG BOSTON FMM, LLC UAG ARKANSAS FLM, LLC f/k/a UAG BOSTON FMB, LLC smart USA DISTRIBUTOR, LLC f/k/a UAG BOSTON FML, LLC UAG XXXXXX CJD, LLC f/k/a UAG BOSTON FMR, LLC UAG ROYAL PALM M1, LLC f/k/a UAG BOSTON BENTLEY, LLC WEST PALM S1, LLC
	By:	/s/ Xxxxxx X’Xxxxxxxxxxx
		Name:	Xxxxxx X’Xxxxxxxxxxx
		Title:	Assistant Treasurer

		SCOTTSDALE 101 MANAGEMENT, LLC SCOTTSDALE PAINT & BODY, LLC PAG MICHIGAN S1, LLC f/k/a UAG ACQUISITION 1, LLC SL AUTOMOTIVE, LLC f/k/a UAG ACQUISITION 2, LLC HT AUTOMOTIVE, LLC f/k/a UAG ACQUISITION 3, LLC SK MOTORS, LLC f/k/a UAG ACQUISITION 4, LLC SUN MOTORS, LLC f/k/a UAG ACQUISITION 5, LLC XXXXXXXX ENTERPRISES, INC. CLASSIC SPECIAL ADVERSTISING, INC. CLASSIC SPECIAL, LLC CLASSIC SPECIAL AUTOMOTIVE GP, LLC
		By:		/s/ Xxxxxx X’Xxxxxxxxxxx
				Name: Xxxxxx X’Xxxxxxxxxxx
				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/ Xxxxxx X’Xxxxxxxxxxx
								Name: Xxxxxx X’Xxxxxxxxxxx
								Title:   Assistant Treasurer
		CLASSIC SPECIAL AUTOMOTIVE, LTD.
				By:		CLASSIC SPECIAL AUTOMOTIVE GP, LLC
				Its:		General Partner
						By:		/s/ Xxxxxx X’Xxxxxxxxxxx
								Name: Xxxxxx X’Xxxxxxxxxxx
								Title:   Assistant Treasurer

ADDITIONAL GUARANTORS

PAG XXXXX X0, LLC f/k/a PAG LONG ISLAND M1, LLC PENSKE WHOLESALE OUTLET, LLC f/k/a PAG LONG ISLAND A1, LLC PAG SAN DIEGO M1, LLC f/k/a PAG LONG ISLAND B1, LLC PAG CHANTILLY M1, LLC f/k/a PAG LONG ISLAND L1, LLC TURNERSVILLE AUTO OUTLET, LLC PAG NORTH SCOTTSDALE BE, LLC PENSKE DIRECT, LLC CYCLE HOLDINGS, LLC PAG TURNERSVILLE AU, LLC PAG AUSTIN H1, LLC f/k/a 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/ Xxxxxx X’Xxxxxxxxxxx

Name:

Xxxxxx X’Xxxxxxxxxxx

Title:

Assistant Treasurer

PAG ORLANDO PARTNERSHIP, LTD.

By:

PAG ORLANDO GENERAL, INC.

Its:

General Partner

By:

/s/ Xxxxxx X’Xxxxxxxxxxx

Name:

Xxxxxx X’Xxxxxxxxxxx

Title:

Assistant Treasurer

HBL, LLC

By:

Penske Automotive Group, Inc.

Its:

Sole Member

By:

/s/ Xxxxxx X’Xxxxxxxxxxx

Name:

Xxxxxx X’Xxxxxxxxxxx

Title:

Executive Vice President and CFO

XXXXX PAN MOTORS, INC.

By:

/s/ Xxxxxx X’Xxxxxxxxxxx

Name:

Xxxxxx X’Xxxxxxxxxxx

Title:

Assistant Treasurer

UAG MENTOR ACQUISITION, LLC

By:

Penske Automotive Group, Inc.

Its:

Sole Member

By:

/s/ Xxxxxx X’Xxxxxxxxxxx

Name:

Xxxxxx X’Xxxxxxxxxxx

Title:

Executive Vice President and CFO

		PAG SAN XXXX S1, INC.
		By:		/s/ Xxxxxx X’Xxxxxxxxxxx
				Name:		Xxxxxx X’Xxxxxxxxxxx
				Title:		Assistant Treasurer
		AUTOMOTIVE MEDIA HOLDINGS, LLC PAG XXXXXXXX X0, LLC f/k/a PAG ACQUISITION 20, LLC PAG WEST BAY MIT, LLC f/k/a PAG ACQUISITION 21, LLC PAG ARKANSAS MIT, LLC f/k/a PAG ACQUISITION 22, LLC PAG BEDFORD A1, LLC f/k/a PAG ACQUISITION 23, LLC PAG BEDFORD P1, LLC f/k/a PAG ACQUISITION 24, LLC PAG INVESTMENTS, LLC f/k/a PAG ACQUISITION 25, LLC PAG BEDFORD PROPERTIES, LLC f/k/a PAG ACQUISITION 26, LLC
		By:		PENSKE AUTOMOTIVE GROUP, INC.
		Its:		Sole Member
		By:		/s/ Xxxxxx X’Xxxxxxxxxxx
				Name:		Xxxxxx X’Xxxxxxxxxxx
				Title:		Executive Vice President and CFO
		PAG NORTHERN CALIFORNIA MANAGEMENT, INC. PAG SANTA XXX AVW, INC.
		By:		/s/ Xxxxxx X’Xxxxxxxxxxx
				Name:		Xxxxxx X’Xxxxxxxxxxx
				Title:		Assistant Treasurer
		PAG MARIN M1, INC. f/k/a PAG WEST ACQUISITION 1, LLC PAG SAN FRANCISCO NI, INC. f/k/a PAG WEST ACQUISITION 2, LLC
		By:		/s/ Xxxxxx X’Xxxxxxxxxxx
				Name:		Xxxxxx X’Xxxxxxxxxxx
				Title:		Treasurer

		SDG AUTOMOTIVE INVESTMENTS, LLC XXXXXXXX IMPORTED CARS, INC. UAG CENTRAL NJ, LLC PAG WEST ACQUISITION 3, INC. PAG WEST ACQUISITION 4, INC. PAG WEST ACQUISITION 5, INC. PAG WEST ACQUISITION 6, INC. PAG XXXXXXXX X0, LLC
		By:		/s/ Xxxxxx X’Xxxxxxxxxxx
				Name:		Xxxxxx X’Xxxxxxxxxxx
				Title:		Assistant Treasurer
		PAG ACQUISITION 29, LLC PAG ACQUISITION 30, LLC PAG ACQUISITION 31, LLC
		By:		/s/ Xxxxxx X’Xxxxxxxxxxx
				Name:		Xxxxxx X’Xxxxxxxxxxx
				Title:		Treasurer
				THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. f/k/a THE BANK OF NEW YORK TRUST COMPANY, AS TRUSTEE
				By:		/s/ Xxxxxx X. Xxxxxxx
						Name:		Xxxxxx X. Xxxxxxx
						Title:		Vice President