Amended and Restated Supplemental Indenture

EX-4.2 4 k05171exv4w2.txt AMENDED AND RESTATED SUPPLEMENTAL INDENTURE Exhibit 4.2 UNITED AUTO GROUP, INC. AS ISSUER, THE GUARANTORS NAMED HEREIN AS GUARANTORS, AND J.P. MORGAN TRUST COMPANY, N.A. AS TRUSTEE, AS SUCCESSOR IN INTEREST TO BANK ONE TRUST COMPANY, N.A. 9 5/8% SENIOR SUBORDINATED NOTES DUE 2012 AMENDED AND RESTATED SUPPLEMENTAL INDENTURE DATED AS OF MAY 5, 2006 TO INDENTURE DATED AS OF MARCH 18, 2002 AMENDED AND RESTATED SUPPLEMENTAL INDENTURE THIS AMENDED AND RESTATED SUPPLEMENTAL INDENTURE, dated as of May 5, 2006 (this "Amended and Restated Supplemental Indenture"), to the Indenture (as defined below), among United Auto Group, Inc., a Delaware corporation (the "Company"), the Guarantors (as defined in the Indenture), together with the additional Guarantors previously referenced in a supplemental indenture and the additional guarantors listed on Schedule A annexed hereto (individually, the "Additional Guarantor" collectively, the "Additional Guarantors") and J.P. Morgan Trust Company, N.A. (as successor in interest to Bank One Trust Company, N.A.) in its capacity as trustee (the "Trustee"). WHEREAS, each Additional Guarantor has become a Restricted Subsidiary and pursuant to Section 901 of the Indenture and has entered into a Supplemental Indenture or is entering into this Amended and Restated Supplemental Indenture to thereby become a Guarantor as provided in Article 1013 of the Indenture; and WHEREAS, pursuant to Section 901(e) of the Indenture, the Company, the Guarantors, each Additional Guarantor and the Trustee may enter into this Amended and Restated Supplemental Indenture without the consent of any Holder; and WHEREAS, all consents and notices required to be obtained and given as conditions to the execution of this Amended and Restated Supplemental Indenture pursuant to the Indenture and all other documents relating to the Notes have been obtained and given; NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements hereinafter set forth, the parties hereto agree as follows: ARTICLE 1: AUTHORIZATION; DEFINITIONS SECTION 1.01. AMENDED AND RESTATED SUPPLEMENTAL INDENTURE. This Amended and Restated Supplemental Indenture is supplemental to, and is entered into, in accordance with Section 901(e) of the Indenture, and except as modified, amended and supplemented by this Amended and Restated Supplemental Indenture, the provisions of the Indenture are in all respects ratified and confirmed and shall remain in full force and effect. SECTION 1.02. DEFINITIONS. Unless the context shall otherwise require, all terms which are defined in Section 1.01 of the Indenture shall have the same meanings, respectively, in this Amended and Restated Supplemental Indenture as such terms are given in said Section 1.01 of the Indenture. ARTICLE 2: ADDITIONAL GUARANTORS SECTION 2.01. ADDITIONAL GUARANTORS. Pursuant to Section 1013 of the Indenture, each Additional Guarantor hereby expressly assumes the obligations of, and otherwise agrees to perform all of the duties of, a Guarantor under the Indenture, subject to the terms and conditions thereof. ARTICLE 3: MISCELLANEOUS SECTION 3.01. EFFECTIVE DATE. This Amended and Restated Supplemental Indenture shall become effective upon execution and delivery hereof. SECTION 3.02. COUNTERPARTS. This Amended and Restated Supplemental Indenture may be executed in any number of counterparts and by the different parties hereto on a separate counterpart, and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute on and the same Agreement. At any time after the date of this Amended and Restated Supplemental Indenture, one or more additional Guarantors may become parties hereto by executing and delivering to the Trustee a counterpart of this Amended and Restated Supplemental Indenture together with supplements to the schedules and Annex hereto setting forth all relevant information with respect to such party as of the date of such delivery. Immediately upon such execution and delivery (and without any further action), each such additional Guarantor will become a party to, and will be bound by all the terms of, this Amended and Restated Supplemental Indenture. SECTION 3.03. ACCEPTANCE. The Trustee accepts the Indenture, as supplemented by this Amended and Restated Supplemental Indenture, and agrees to perform the same upon the terms and conditions set forth therein as so supplemented. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Amended and Restated Supplemental Indenture or the due execution by the Company, the Guarantors or each Additional Guarantor, or for or in respect of the recitals contained herein, all of which are made solely by the Company. SECTION 3.04. SUCCESSORS AND ASSIGNS. All covenants and agreements in this Amended and Restated Supplemental Indenture, by the Company, the Guarantors, each Additional Guarantor or the Trustee shall bind its respective successors and assigns, whether so expressed or not. SECTION 3.05. SEVERABILITY. In case any provision in this Amended and Restated Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. SECTION 3.06. GOVERNING LAW. This Amended and Restated Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York, as applied to contracts made and performed within the State of New York, without regard to principles of conflict of laws. Each of the parties hereto agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Amended and Restated Supplemental Indenture. SECTION 3.07. INCORPORATION INTO INDENTURE. All provisions of this Amended and Restated Supplemental Indenture shall be deemed to be incorporated in, and made part of, the Indenture, and the Indenture, as amended and supplemented by this Amended and Restated Supplemental Indenture, shall be read, taken and construed as one and the same instrument. IN WITNESS WHEREOF, the parties have caused this Amended and Restated Supplemental Indenture to be duly executed as of the date first above written. UNITED AUTO GROUP, INC. By: /s/ James R. Davidson ---------------------------------- Name: James R. Davidson Title: Executive Vice President - Finance Attest: /S/ ROBERT H. KURNICK, JR. ----------------------------- Name: Robert H. Kurnick, Jr. Title: Executive Vice President and General Counsel EXISTING GUARANTORS: UAG NORTHEAST BODY SHOP, INC. LANDERS UNITED AUTO GROUP NO. 2, INC. UAG SOUTHEAST, INC. UAG DULUTH, INC. UNITED NISSAN, INC. (GA) PEACHTREE NISSAN, INC. UAG TEXAS II, INC. UAG EAST, LLC FLORIDA CHRYSLER PLYMOUTH, INC. WEST PALM AUTO MALL, INC. AUTO MALL PAYROLL SERVICES, INC. UAG CAROLINA, INC. REED-LALLIER CHEVROLET, INC. MICHAEL CHEVROLET-OLDSMOBILE, INC. GENE REED CHEVROLET, INC. UAG KISSIMMEE MOTORS, INC. UNITEDAUTOCARE PRODUCTS, LLC UNITED AUTO FOURTH FUNDING, INC. UNITED AUTO FIFTH FUNDING, INC. UAG FINANCE COMPANY, INC. ATLANTIC AUTO FUNDING CORPORATION ATLANTIC AUTO SECOND FUNDING CORPORATION ATLANTIC AUTO THIRD FUNDING CORPORATION UAG HOUSTON ACQUISITION, LTD. UAG INTERNATIONAL HOLDINGS, INC. UAG REALTY, LLC UNITED AUTO FINANCE, INC. UAG CONNECTICUT I, LLC UAG ATLANTA IV MOTORS, INC. UAG TULSA HOLDINGS, LLC By: /s/ James R. Davidson ---------------------------------- Name: James R. Davidson Title: Treasurer Attest: /S/ ROBERT H. KURNICK, JR. ----------------------------- Name: Robert H. Kurnick, Jr. Title: Secretary UAG CHCC, INC. LRP, LTD. DIFEO PARTNERSHIP, LLC UAG HUDSON, INC. SOMERSET MOTORS INC. LANDERS BUICK-PONTIAC, INC. LANDERS FORD NORTH, INC. UNITED NISSAN, INC. (TN) SA AUTOMOTIVE, LTD. SL AUTOMOTIVE, LTD. SUN MOTORS, LTD. SCOTTSDALE MANAGEMENT GROUP, LTD. SAU AUTOMOTIVE, LTD. SK MOTORS, LTD. KMT/UAG, INC. RELENTLESS PURSUIT ENTERPRISES, INC. TRI-CITY LEASING, INC. HT AUTOMOTIVE, LTD. WESTBURY SUPERSTORE, LTD. UNITEDAUTO DODGE OF SHREVEPORT, INC. COVINGTON PIKE DODGE, INC. THE NEW GRACELAND DODGE, INC. UAG GRACELAND II, INC. UAG MEMPHIS II, INC. UAG MEMPHIS MANAGEMENT, INC. UAG MEMPHIS V, INC. UAG-CARIBBEAN, INC. DAN YOUNG CHEVROLET, INC. YOUNG MANAGEMENT GROUP, INC. UAG YOUNG II, INC. UAG CLASSIC, INC. CLASSIC AUTO GROUP, INC. CLASSIC MANGEMENT COMPANY, INC. CLASSIC IMPORTS, INC. CLASSIC MOTOR SALES, LLC D. YOUNG CHEVROLET LLC DAN YOUNG MOTORS LLC YOUNG AUTOMOTIVE HOLDINGS LLC UAG YOUNG AUTOMOTIVE GROUP, LLC EUROPA AUTO IMPORTS, INC. UAG CENTRAL REGION MANAGEMENT, LLC MOTORCARS ACQUISITION, LLC MOTORCARS ACQUISITION II, LLC MOTORCARS ACQUISITION III, LLC SCOTTSDALE FERRARI, LLC UAG OLDSMOBILE OF INDIANA, LLC GOODSON NORTH, LLC GOODSON PONTIAC GMC, LLC GOODSON SPRING BRANCH, LLC UAG NEVADA LAND, LLC UAG CERRIOTS, LLC UAG CONNECTICUT, LLC UAG FAIRFIELD CA, LLC UAG FAIRFIELD CM, LLC UAG FAIRFIELD CP, LLC UAG LANDERS SPRINGDALE, LLC UAG MENTOR ACQUISITION, LLC UAG MICHIGAN CADILLAC, LLC UAG MICHIGAN PONTIAC-GMC, LLC UAG MICHIGAN T1, LLC UAG MICHIGAN TMV, LLC UAG PHOENIX VC, LLC UAG SPRING, LLC UNITED RANCH AUTOMOTIVE, LLC UAG CHEVROLET, INC. BRETT MORGAN CHEVROLET-GEO, INC. HBL, LLC MOTORCARS ACQUISITION IV, LLC UAG NANUET I, LLC UAG NANUET II, LLC NISSAN OF NORTH OLMSTED, LLC LANDERS NISSAN, LLC UAG FAYETTEVILLE I, LLC UAG FAYETTEVILLE II, LLC UAG FAYETTEVILLE III, LLC By: /s/ James R. Davidson ---------------------------------- Name: James R. Davidson Title: Assistant Treasurer Attest: /S/ ROBERT H. KURNICK, JR. ----------------------------- Name: Robert H. Kurnick, Jr. Title: Assistant Secretary DIFEO HYUNDAI PARTNERSHIP DIFEO NISSAN PARTNERSHIP DIFEO CHRYSLER PLYMOUTH JEEP EAGLE PARTNERSHIP DIFEO LEASING PARTNERSHIP DANBURY AUTO PARTNERSHIP DIFEO TENAFLY PARTNERSHIP OCT PARTNERSHIP HUDSON MOTORS PARTNERSHIP COUNTY AUTO GROUP PARTNERSHIP SOMERSET MOTORS PARTNERSHIP BY: DIFEO PARTNERSHIP, LLC A general partner By: /s/ James R. Davidson ---------------------------------- Name: James R. Davidson Title: Assistant Treasurer Attest: /S/ ROBERT H. KURNICK, JR. ----------------------------- Name: Robert H. Kurnick, Jr. Title: Assistant Secretary SHANNON AUTOMOTIVE, LTD. BY: UAG TEXAS, LLC, A GENERAL PARTNER By: /s/ James R. Davidson ---------------------------------- Name: James R. Davidson Title: Treasurer Attest: /S/ ROBERT H. KURNICK, JR. ----------------------------- Name: Robert H. Kurnick, Jr. Title: Secretary CLASSIC ENTERPRISES, LLC CLASSIC NISSAN OF TURNERSVILLE, LLC BY: UAG CLASSIC, INC., MEMBER By: /s/ James R. Davidson ---------------------------------- Name: James R. Davidson Title: Assistant Treasurer Attest: /S/ ROBERT H. KURNICK, JR. ----------------------------- Name: Robert H. Kurnick, Jr. Title: Assistant Secretary LANDERS FORD, INC. NATIONAL CITY FORD, INC. CENTRAL FORD CENTER, INC. UAG/PFS, INC. By: /s/ James R. Davidson ---------------------------------- Name: James R. Davidson Title: Assistant Treasurer Attest: /S/ ROBERT H. KURNICK, JR. ----------------------------- Name: Robert H. Kurnick, Jr. Title: Assistant Secretary CLASSIC TURNERSVILLE, INC. GMG MOTORS, INC. KMPB, LLC SCOTTSDALE JAGUAR, LTD. UNITED AUTO LICENSING, LLC CJNS, LLC LMNS, LLC UAG VK, LLC By: /s/ James R. Davidson ---------------------------------- Name: James R. Davidson Title: Assistant Treasurer Attest: /S/ ROBERT H. KURNICK, JR. ----------------------------- Name: Robert H. Kurnick, Jr. Title: Assistant Secretary UAG TURNERSVILLE REALTY, LLC By: /s/ James R. Davidson ---------------------------------- Name: James R. Davidson Title: Treasurer Attest: /S/ ROBERT H. KURNICK, JR. ----------------------------- Name: Robert H. Kurnick, Jr. Title: Secretary UAG MICHIGAN H1, LLC LATE ACQUISITION II, LLC UAG TULSA VC, LLC UAG MICHIGAN HOLDINGS, INC. UAG WEST BAY AM, LLC UAG WEST BAY IA, LLC UAG WEST BAY IAU, LLC UAG WEST BAY IB, LLC UAG WEST BAY II, LLC UAG WEST BAY IL, LLC UAG WEST BAY IM, LLC UAG WEST BAY IP, LLC UAG WEST BAY IV, LLC UAG WEST BAY IW, LLC UAG WEST BAY FM, LLC UAG TURNERSVILLE MOTORS, LLC UAG CENTRAL NJ, LLC UAG ROYAL PALM, LLC UAG CENTRAL FLORIDA MOTORS, LLC MOTORCARS ACQUISITION V, LLC MOTORCARS ACQUISITION VI, LLC PMRC, LLC UAG CITRUS MOTORS, LLC By: /s/ James R. Davidson ---------------------------------- Name: James R. Davidson Title: Assistant Treasurer Attest: /S/ ROBERT H. KURNICK, JR. ----------------------------- Name: Robert H. Kurnick, Jr. Title: Assistant Secretary LATE ACQUISITION I, LLC BY: UNITED AUTO GROUP, INC. MEMBER By: /s/ James R. Davidson ---------------------------------- Name: James R. Davidson Title: Executive Vice President - Finance Attest: /S/ ROBERT H. KURNICK, JR. ----------------------------- Name: Robert H. Kurnick, Jr. Title: Executive Vice President, General Counsel WTA MOTORS, LTD. BY: LATE ACQUISITION II, LLC GENERAL PARTNER By: /s/ James R. Davidson ---------------------------------- Name: James R. Davidson Title: Assistant Treasurer Attest: /S/ ROBERT H. KURNICK, JR. ----------------------------- Name: Robert H. Kurnick, Jr. Title: Assistant Secretary UAG GN, LTD. UAG GW, LTD. UAG GD, LTD. UAG GP, LTD. BY: UAG HOUSTON ACQUISITION, LTD. GENERAL PARTNER BY: UAG TEXAS II, INC. GENERAL PARTNER By: /s/ James R. Davidson ---------------------------------- Name: James R. Davidson Title: Assistant Treasurer Attest: /S/ ROBERT H. KURNICK, JR. ----------------------------- Name: Robert H. Kurnick, Jr. Title: Assistant Secretary UAG CAPITOL, INC. UAG CLOVIS, INC. UAG MARIN, INC. UAG LOS GATOS, INC. UAG SUNNYVALE, INC. SIGMA MOTORS, INC. By: /s/ James R. Davidson ---------------------------------- Name: James R. Davidson Title: Assistant Treasurer Attest: /S/ ROBERT H. KURNICK, JR. ----------------------------- Name: Robert H. Kurnick, Jr. Title: Assistant Secretary UAG WEST, LLC UAG TEXAS, LLC By: /s/ James R. Davidson ---------------------------------- Name: James R. Davidson Title: Assistant Treasurer Attest: /S/ ROBERT H. KURNICK, JR. ----------------------------- Name: Robert H. Kurnick, Jr. Title: Assistant Secretary UAG TORRANCE, INC. By: /s/ James R. Davidson ---------------------------------- Name: James R. Davidson Title: Assistant Treasurer Attest: /S/ ROBERT H. KURNICK, JR. ----------------------------- Name: Robert H. Kurnick, Jr. Title: Assistant Secretary UNITED AUTO SCOTTSDALE PROPERTY HOLDINGS, LLC UAG ATLANTA H1, LLC UAG NORTHEAST, LLC LANDERS AUTO SALES, LLC UAG MICHIGAN H2, LLC FRN OF TULSA, LLC By: /s/ James R. Davidson ---------------------------------- Name: James R. Davidson Title: Assistant Treasurer Attest: /S/ ROBERT H. KURNICK, JR. ----------------------------- Name: Robert H. Kurnick, Jr. Title: Assistant Secretary UAG WEST BAY IN, LLC UNITED FORD SOUTH, LLC UNITED FORD NORTH, LLC UNITED FORD BROKEN ARROW, LLC DEALER ACCESSORIES, LLC UAG TULSA JLM, LLC By: /s/ James R. Davidson ---------------------------------- Name: James R. Davidson Title: Assistant Treasurer Attest: /S/ ROBERT H. KURNICK, JR. ----------------------------- Name: Robert H. Kurnick, Jr. Title: Assistant Secretary UAG STEVENS CREEK II, INC. UAG VC II, LLC UAG SAN DIEGO H1, INC. UAG SAN DIEGO A1, INC. UAG SAN DIEGO JA, INC. UAG ESCONDIDO H1, INC. UAG ESCONDIDO A1, INC. UAG ESCONDIDO M1, INC. By: /s/ James R. Davidson ---------------------------------- Name: James R. Davidson Title: Assistant Treasurer Attest: /S/ ROBERT H. KURNICK, JR. ----------------------------- Name: Robert H. Kurnick, Jr. Title: Assistant Secretary ADDITIONAL GUARANTORS: UAG MINNEAPOLIS B1, LLC UAG SAN DIEGO AU, INC. UAG SAN DIEGO MANAGEMENT, INC. JS IMPORTS, LLC PALM AUTO PLAZA, LLC WEST PALM NISSAN, LLC UAG BOSTON FMM, LLC UAG BOSTON FMB, LLC UAG BOSTON FMR, LLC UAG BOSTON FML, LLC UAG BOSTON BENTLEY, LLC WEST PALM S1, LLC By: /s/ James R. Davidson ---------------------------------- Name: James R. Davidson Title: Assistant Treasurer Attest: /S/ ROBERT H. KURNICK, JR. ----------------------------- Name: Robert H. Kurnick, Jr. Title: Assistant Secretary J.P. MORGAN TRUST COMPANY, NA, AS TRUSTEE, AS SUCCESSOR IN INTEREST TO BANK ONE TRUST COMPANY, N.A. By: /s/ George Reaves ---------------------------------- Name: George Reaves Title: Vice President STATE OF MICHIGAN) ) ss.: COUNTY OF OAKLAND) On the 5th day of May, 2006 before me personally came James R. Davidson to me known, who, being by me duly sworn, did depose and say that he is employed at One Harmon Plaza, 9th Floor, Secaucus, NJ 07094, that he is the Executive Vice President - Finance of United Auto Group, Inc., a corporation described in and which executed the foregoing instrument; that he holds the positions identified on Annex I hereto with respect to each of the guarantors identified on Annex I hereto, each of which has executed the foregoing instrument; and that he signed his name thereto pursuant to the respective authority of the Board of Directors of United Auto Group, Inc. and such guarantors that are corporations, the Boards of Directors of the general partner of such guarantors that are limited partnerships, and the members or managers of such guarantors that are limited liability companies. (NOTORIAL SEAL) /s/ M. Feher ---------------------------------------- Notary Public My Commission Expires: 10/20/2006 Acting in Oakland County Schedule A UAG MINNEAPOLIS B1, LLC UAG SAN DIEGO AU, INC. UAG SAN DIEGO MANAGEMENT, INC. JS IMPORTS, LLC PALM AUTO PLAZA, LLC WEST PALM NISSAN, LLC UAG BOSTON FMM, LLC UAG BOSTON FMB, LLC UAG BOSTON FML, LLC UAG BOSTON FMR, LLC UAG BOSTON BENTLEY, LLC WEST PALM S1, LLC ANNEX I