Reconciliation and tie between Trust Indenture Act of 1939 and IndenturePenske Automotive Group, Inc. • November 21st, 2014 • Retail-auto dealers & gasoline stations • New York
INDENTURE, dated as of November 21, 2014 between Penske Automotive Group, Inc., a Delaware corporation (hereinafter called the “Company”), having its principal office at 2555 Telegraph Road, Bloomfield Hills, Michigan 48302, and The Bank of New York Mellon Trust Company, N.A., a national banking association (hereinafter called the “Trustee”).
PENSKE AUTOMOTIVE GROUP, INC. (a Delaware Corporation) and The Guarantors named herein UNDERWRITING AGREEMENTUnderwriting Agreement • November 21st, 2014 • Penske Automotive Group, Inc. • Retail-auto dealers & gasoline stations • New York
Introductory. Penske Automotive Group, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Representative”) is acting as representative, $300,000,000 principal amount of its 5.375% Senior Subordinated Notes due 2024 (the “Notes”). The Notes will be guaranteed (collectively, the “Guarantees”), jointly and severally, by each of the subsidiary guarantors named in Schedule B hereto (the “Guarantors”). The Notes and the Guarantees are collectively referred to herein as the “Securities.” The Securities will be issued pursuant to an indenture dated as of the Closing Date (as defined in Section 3 hereof) (the “Base Indenture”), among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The
PENSKE AUTOMOTIVE GROUP, INC., as Issuer, the Guarantors named herein, as Guarantors, and The Bank of New York Mellon Trust Company, N.A., as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of November 21, 2014 to the Indenture dated as of November 21,...Indenture • November 21st, 2014 • Penske Automotive Group, Inc. • Retail-auto dealers & gasoline stations • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of November 21, 2014 (the “Supplemental Indenture”), among Penske Automotive, Inc., a Delaware corporation (the “Company”), the guarantors set forth on the signature pages hereto (each a “Guarantor” and collectively, the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) to the indenture, dated as of November 21, 2014, between the Company and the Trustee (the “Base Indenture” and, as supplemented by this Supplemental Indenture, the “Indenture”).
