EIGHTH SUPPLEMENTAL INDENTURE
Eighth Supplemental Indenture (this “Supplemental Indenture”), dated as of February 18, 2021, among Penske Automotive Group, Inc., a Delaware corporation (the “Company”), the guarantors set forth on the signature page hereto (the “Guarantor”) 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).
WHEREAS, the Company and the other Guarantors party thereto have heretofore executed and delivered an Indenture, a First Supplemental Indenture, dated as of November 21, 2014, a Second Supplemental Indenture dated as of April 27, 2016, a Third Supplemental Indenture dated as of May 25, 2016, a Fourth Supplemental Indenture dated as of July 13, 2016, a Fifth Supplemental Indenture dated as of August 15, 2017, a Sixth Supplemental Indenture dated as of October 24, 2018, and a Seventh Supplemental Indenture dated as of August 20, 2020 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), providing for the issuance by the Company of its 3.5% Senior Subordinated Notes due 2025 and its 5.50% Senior Subordinated Notes due 2026 (the “Securities”);
WHEREAS, the Indenture provides that under certain circumstances a Future Guarantor shall execute and deliver to the Trustee a supplemental indenture pursuant to which such Future Guarantor shall, subject to Article Fourteen of the Indenture, unconditionally guarantee the Securities on the terms and conditions set forth therein (the “Guarantee”);
WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture; and
WHEREAS, all acts and requirements necessary to make this Supplemental Indenture a legal, valid and binding obligation of the Company and the Guarantors have been done.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Company, the Guarantors and the Trustee mutually covenant and agree as follows for the equal and ratable benefit of the Holders.
Section 1.1Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recitals hereto are used herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.