NINTH AMENDMENTNinth Amendment • March 3rd, 2014 • Penske Automotive Group, Inc. • Retail-auto dealers & gasoline stations
THIS NINTH AMENDMENT, dated as of November 8, 2013 (this “Amendment”), is to the Third Amended and Restated Credit Agreement (as heretofore amended, the “Credit Agreement”) dated as of October 30, 2008 among PENSKE AUTOMOTIVE GROUP, INC. (the “Company”), various financial institutions (the “Lenders”) and MERCEDES-BENZ FINANCIAL SERVICES USA LLC (formerly DCFS USA LLC), as agent for the Lenders (the “Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement are used herein as defined in the Credit Agreement (including as amended hereby).
FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PAG GREENWICH M1, LLCLimited Liability Company Agreement • March 3rd, 2014 • Penske Automotive Group, Inc. • Retail-auto dealers & gasoline stations • Delaware
This First Amended and Restated Limited Liability Company Agreement of PAG GREENWICH M1, LLC (the “Company”) is dated as of November 15, 2013 by and between PAG GREENWICH HOLDINGS, LLC, a Delaware corporation, (“PAG”) and NOTO AUTOMOTIVE LLC, a Connecticut limited liability company, (“NAL”) (each of the foregoing parties to this Agreement shall be referred to herein collectively as the “Parties”), and the Persons who become Members of the Company in accordance with the provisions of this Agreement. Certain capitalized terms used herein without definition have the meanings specified in Section 15.
SUPPLEMENTAL INDENTURESupplemental Indenture • March 3rd, 2014 • Penske Automotive Group, Inc. • Retail-auto dealers & gasoline stations • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of February 25, 2014, among Penske Automotive Group, Inc., a Delaware corporation (the “Company”), the guarantors set forth on the signature page hereto (each a “Guarantor” and collectively, the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture (as defined below).
AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • March 3rd, 2014 • Penske Automotive Group, Inc. • Retail-auto dealers & gasoline stations • Delaware
This Agreement is executed as of the 5th day of November, 2013 (the “Effective Date”), by and among VMC Holding Corporation, a Delaware corporation (the “Company”), Penske Automotive Group, Inc. (“PAG”), Penske Truck Leasing Co., L.P. (“PTL”), PCP Holdings, Inc. (“PCP”) and QEKGS Investment Holdings, LLC (“QEKGS”) and Phoenix Life Insurance Company (“Phoenix”) (each of PAG, PTL, PCP, QEKGS and Phoenix, together with any transferee of their respecting Shares that is permitted hereunder, a “Stockholder” and collectively, the “Stockholders”).
