0000950123-09-028284 Sample Contracts

PENSKE AUTOMOTIVE GROUP, INC. as Issuer, THE GUARANTORS NAMED HEREIN as Guarantors, and BANK OF NEW YORK TRUST COMPANY, N.A. as Trustee,
Amended and Restated Supplemental Indenture • July 31st, 2009 • Penske Automotive Group, Inc. • Retail-auto dealers & gasoline stations • New York

AMENDED AND RESTATED SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 30, 2009, among PAG SAN JOSE S1, INC., 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 and PAG ACQUISITION 26, 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 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”).

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AMENDED AND RESTATED SUPPLEMENTAL INDENTURE
Supplemental Indenture • July 31st, 2009 • Penske Automotive Group, Inc. • Retail-auto dealers & gasoline stations • New York

AMENDED AND RESTATED SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 30, 2009, among PAG SAN JOSE S1, INC., 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 and PAG ACQUISITION 26, 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 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”).

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