0001299933-11-003491 Sample Contracts

FIFTH AMENDMENT
Fifth Amendment • December 6th, 2011 • Penske Automotive Group, Inc. • Retail-auto dealers & gasoline stations

THIS FIFTH AMENDMENT, dated as of December 1, 2011 (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.

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