SEVENTH AMENDMENT TO fifth AMENDED AND RESTATED CREDIT AGREEMENT

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Exhibit 4.1

SEVENTH AMENDMENT TO
fifth AMENDED AND RESTATED CREDIT AGREEMENT

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This SEVENTH AMENDMENT, dated as of April 28, 2021 (this “Amendment”), is to the Fifth Amended and Restated Credit Agreement (as heretofore amended, the “Credit Agreement”), dated as of May 1, 2015 among PENSKE AUTOMOTIVE GROUP, INC., a Delaware corporation (the “Company”), various financial institutions party thereto (the “Lenders”) and MERCEDES-BENZ FINANCIAL SERVICES 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).

WHEREAS, the parties hereto desire to amend the Credit Agreement in certain respects as set forth herein.

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NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows:

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[Signatures Immediately Follow]

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Delivered as of the day and year first above written.

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PENSKE AUTOMOTIVE GROUP, INC., as Company

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By: /s/ ▇▇ ▇▇▇▇▇▇▇​ ​​ ​​ ​​ ​

Name: ▇▇ ▇▇▇▇▇▇▇

Title: EVP & CFO

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MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Agent and as a Lender

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By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇​ ​​ ​​ ​​ ​

Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Title: Credit Director, National Accounts

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TOYOTA MOTOR CREDIT CORPORATION,
as a Lender

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By:  /s/ ▇▇▇▇▇▇ ▇▇▇▇▇​ ​​ ​​ ​​ ​

Name:  ▇▇▇▇▇▇ ▇▇▇▇▇

Title:  National Manager, National Accounts

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Exhibit A

Conformed Copy through

Seventh Amendment, dated as of April 28, 2021

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FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

dated as of May 1, 2015

among

PENSKE AUTOMOTIVE GROUP, INC.,

VARIOUS FINANCIAL INSTITUTIONS

and

MERCEDES-BENZ FINANCIAL SERVICES USA LLC,
as Agent

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CONTENTS

SectionSubject Matter‌Page

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CONTENTS

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CONTENTS

SectionSubject Matter‌Page

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CONTENTS

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CONTENTS

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CONTENTS

SectionSubject Matter‌Page

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SCHEDULES

SCHEDULE 2.1Lenders and Pro Rata Shares

SCHEDULE 8.6Litigation and Contingent Liabilities

SCHEDULE 9.7Permitted Existing Debt

SCHEDULE 9.8Permitted Existing Liens

SCHEDULE 9.17Permitted Restrictions

SCHEDULE 9.19Investments

SCHEDULE 13.3Addresses for Notices

EXHIBITS

EXHIBIT AForm of Note (Section 3.1)

EXHIBIT BForm of Compliance Certificate (Section 9.1.3)

EXHIBIT CGuaranty (Section 1.1)

EXHIBIT DSecurity Agreement (Section 1.1)

EXHIBIT EPledge Agreement (Section 1.1)

EXHIBIT FForm of Solvency Certificate (Section 10.1.8)

EXHIBIT GForm of Assignment Agreement (Section 13.9.1)

EXHIBIT HForm of Reaffirmation of Loan Documents (Section 10.1.5)

EXHIBIT ISubordination Terms (Section 1.1)

EXHIBIT JForm of L/C Application

EXHIBIT KForm of Borrowing Base Certificate (Section 9.1.8)

EXHIBIT LIntercreditor Agreement (Section 1.1)

EXHIBIT MConditions Precedent to Eligible Real Estate Collateral (Section 1.1)

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FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

THIS FIFTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 1, 2015 (this “Agreement”) is entered into among PENSKE AUTOMOTIVE GROUP, INC. (the “Company”), the financial institutions that are or may from time to time become parties hereto (together with their respective successors and assigns, the “Lenders”) and MERCEDES-BENZ FINANCIAL SERVICES USA LLC (in its individual capacity, “MBFS”), as agent for the Lenders.

WHEREAS, the Company, the Lenders and the Agent are parties to a Fourth Amended and Restated Credit Agreement, dated as of April 1, 2014 (as amended or otherwise modified from time to time prior to the date hereof, the “Existing Agreement”);

WHEREAS, the Company and the Lenders desire to amend and restate the Existing Agreement; it being the intention of the Company, the Agent and the Lenders that this Agreement and the execution and delivery of any substituted promissory notes not effect a novation of the obligations of the Company and the Lenders under the Existing Agreement but merely a restatement and, where applicable, substitution of the terms governing and evidencing such obligations hereafter; and

WHEREAS, the Company and the Lenders have agreed that on the Effective Date (as defined below) the Existing Agreement shall be amended and restated and the outstanding loans under the Existing Agreement shall be deemed to be Loans hereunder.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:

Account Receivable means, with respect to any Person, any right of such Person to payment for goods sold or leased or for services rendered, whether or not evidenced by an instrument or chattel paper and whether or not yet earned by performance.

Acquisition means an acquisition by the Company or any Subsidiary of all or substantially all the assets of a business unit or a controlling interest in the Capital Stock or other ownership interests of an Automotive Investment, whether through a purchase, merger, consolidation or otherwise.

Acquisition Capital Expenditure means any Capital Expenditure that is comprised of the purchase price paid to the seller in connection with any Acquisition permitted under this Agreement.

Acquisition Cost means, as of any date, (x) with respect to any New Motor Vehicle, the wholesale purchase price charged by the Manufacturer thereof as reflected in the invoice in respect

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of such New Motor Vehicle issued by such Manufacturer to the Company, the applicable Subsidiary or any other licensed automobile dealer from which such New Motor Vehicle was purchased by the Company or the applicable Subsidiary less any related deductions set forth on such invoice, and (y) with respect to any Used Motor Vehicle or Auction Motor Vehicle, the price paid by the Company or its applicable Subsidiary to purchase such Used Motor Vehicle or Auction Motor Vehicle, provided that, in the case of this clause (y), in the event the Agent reasonably concludes that the Acquisition Cost of a Used Motor Vehicle or Auction Motor Vehicle exceeds its fair market value, the Agent may make market value adjustments to the Acquisition Cost of a Used Motor Vehicle or Auction Motor Vehicle based upon the latest publication of the N.A.D.A. Official Used Car Guide, as long as such publication has been released within the past three months and, if not, such other objective criteria as the Company and the Required Lenders may agree from time to time.

Affiliate of any Person means (i) any other Person that, directly or indirectly, controls or is controlled by or is under common control with such Person and (ii) any officer or director of such Person.  A Person shall be deemed to be “controlled by” any other Person if such Person possesses, directly or indirectly, power to vote 10% or more of the securities (on a fully diluted basis) having ordinary voting power for the election of directors or managers or power to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

Agent means MBFS in its capacity as agent for the Lenders hereunder and any successor thereto in such capacity.

Agreement - see the Preamble.

Anti-Terrorism Law – see Section 8.23.

Approved Swap Document – see Section 9.8(i).

Approved Swap Lien – see Section 9.8(i).

Assignee – see Section 13.9.1.

Assignment Agreement – see Section 13.9.1.

Attorney Costs means, with respect to any Person, all reasonable fees and charges of any counsel to such Person, the reasonable allocable cost of internal legal services of such Person, all reasonable disbursements of such internal counsel and all court costs and similar legal expenses.

Auction Motor Vehicles means Motor Vehicles purchased at Manufacturer- or Floor Plan Financing Provider-sponsored dealer-only closed auctions.

Automotive Investment means a business that operates a dealership or dealerships for the retail sales of new and/or used vehicles, a vehicle distributorship and/or other transportation related businesses or other businesses ancillary to the operation of such businesses.

Base LIBO Rate - see definition of “Interest Rate.”

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Borrowing Base means, at any time, the sum of the following:  (a) an amount equal to 100% of the sum of (i) all cash on deposit at such time in deposit accounts of the Company and its Domestic Subsidiaries in which the Agent has a perfected first priority security interest pursuant to a Control Agreement, (ii) the amount at such time requested to be funded to the Company and its Domestic Subsidiaries in respect of retail installment contracts with respect to, and retail leases of, Motor Vehicles where the underlying contracts and leases have been submitted in the ordinary course of business to a third party purchaser that is a financial institution and that is not a Restricted Affiliate for which purchase the Company and its Domestic Subsidiaries have not yet been paid plus all other amounts owing at such time to the Company and its Domestic Subsidiaries from purchasers or lessees of such Motor Vehicles in respect of such purchases or leases and (iii) the difference between (x) the Acquisition Cost of that portion of the Inventory of the Company and its Domestic Subsidiaries that consists of New Motor Vehicles and (y) the aggregate amount of Floor Plan Financing of the Company and its Domestic Subsidiaries incurred in connection with such New Motor Vehicles; (b) an amount equal to 65% of the sum of (i) the amount of all Accounts Receivable of the Company and its Domestic Subsidiaries that consist of Factory Receivables or Accounts Receivable owing from customers for service and parts plus (ii) the amount of all Accounts Receivable of the Company and its Domestic Subsidiaries (to the extent not otherwise covered by the other clauses of this definition) owing from third parties that are not Restricted Affiliates in the ordinary course of business; (c) an amount equal to 65% of the Accounts Receivable of the Company and its Domestic Subsidiaries consisting of finance reserve owing to the Company and its Domestic Subsidiaries from financial institutions, not Restricted Affiliates, that provide loans or other financing to customers of the Company and its Domestic Subsidiaries in connection with the purchase and/or lease of Motor Vehicles by such customers, which finance reserve is in the nature of amounts payable to the Company and its Domestic Subsidiaries; (d) an amount equal to 65% of the book value of the Inventory of the Company and its Domestic Subsidiaries that consists of parts and accessories; (e) an amount equal to 80% of the difference between (i) the Acquisition Cost of that portion of the Inventory of the Company and its Domestic Subsidiaries that constitutes Used Motor Vehicles and/or Auction Motor Vehicles (without duplication) and (ii) the aggregate amount of any Floor Plan Financing of the Company and its Domestic Subsidiaries incurred in connection with such Used Motor Vehicles and Auction Motor Vehicles; (f) an amount equal to 45% of the difference between (i) the book value of the Equipment of the Company and its Domestic Subsidiaries and (ii) the aggregate amount of purchase money Debt of the Company and its Domestic Subsidiaries incurred to finance the purchase price of such Equipment; (g) an amount equal to the lesser of (i) 75% of the Eligible Real Estate Collateral Value and (ii) 25% of the sum of clauses (a) through (f) above; and (h) an amount equal to 50% of the Eligible Tangible Net Worth of PTL. For purposes of greater clarity, service loaners and daily rental vehicles shall not constitute Inventory for the purpose of calculating the Borrowing Base, but shall constitute Equipment for such purpose. Notwithstanding the foregoing, (i) all assets (including daily rental vehicles, goodwill, franchise value and cash on deposit in deposit accounts) of MB Greenwich shall be excluded from the Borrowing Base for all purposes, (ii) all Motor Vehicles that are being leased by the Company or any Subsidiary as lessor shall be excluded from the Borrowing Base for all purposes and (iii) all retail installment contracts and retail leases of Motor Vehicles that have been pledged to secure any Pledge Line Financing shall be excluded from the Borrowing Base for all purposes.

Borrowing Base Certificate means a certificate in substantially the form set forth in Exhibit K.

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Business Day means any day of the year (other than any Saturday or Sunday) which is not a day on which commercial banks are authorized or required by law to close in Detroit, Michigan.

Capital Expenditures means all expenditures for property, plant and equipment that, in accordance with GAAP, would be required to be capitalized and shown on the consolidated balance sheet of the Company, but excluding expenditures made in connection with the replacement, substitution or restoration of assets to the extent financed (x) from insurance proceeds (or other similar recoveries) paid on account of the loss of or damage to the assets being replaced or restored or (y) with awards of compensation arising from the taking by eminent domain or condemnation of the assets being replaced.

Capital Lease means, with respect to any Person, any lease of (or other agreement conveying the right to use) any real or personal property by such Person that, in conformity with GAAP, but subject to Section 1.5, is accounted for as a capital lease on the balance sheet of such Person.

Capital Stock of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity securities of such Person.

Cash Collateralize means to deliver cash collateral to the Agent, to be held as cash collateral for outstanding Letters of Credit, pursuant to documentation reasonably satisfactory to the Agent and the Company.  Derivatives of such term have corresponding meanings.

Cash Equivalent Investment means, at any time, (a) any evidence of Debt, maturing not more than one year after such time, issued or guaranteed by the United States Government or any agency thereof, (b) commercial paper, maturing not more than one year from the date of issue, or corporate demand notes, in each case rated at least A-l by Standard & Poor’s Ratings Services or P-l by ▇▇▇▇▇’▇ Investors Service, Inc., (c) any certificate of deposit (or time deposits represented by such certificates of deposit) or banker’s acceptance, maturing not more than one year after such time, or overnight Federal Funds transactions that are issued or sold by any Lender or its holding company or by a commercial banking institution that is a member of the Federal Reserve System and has a combined capital and surplus and undivided profits of not less than $500,000,000, (d) any repurchase agreement entered into with MBFS (or with a commercial banking institution of the stature referred to in clause (c)) which (i) is secured by a fully perfected security interest in any obligation of the type described in any of clauses (a) through (c) and (ii) has a market value at the time such repurchase agreement is entered into of not less than 100% of the repurchase obligation of MBFS (or such commercial banking institution) thereunder, (e) shares of money market mutual funds within the definition of Rule 2a-7 promulgated by the SEC under the Investment Company Act of 1940 and (f) other cash equivalent investments approved by the Agent.

CERCLA – see Section 8.14.

Code means the Internal Revenue Code of 1986.

Collateral Documents means the Security Agreement, the Pledge Agreement, each Control Agreement, each Mortgage and any other agreement or instrument pursuant to which the

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Company, any Subsidiary or any other Person grants collateral to the Agent for the benefit of the Lenders to secure the obligations hereunder and under the other Loan Documents.

Commitment means, as to any Lender, such Lender’s Revolving Commitment.

Company - see the Preamble.

Computation Period means each period of four consecutive Fiscal Quarters ending on the last day of a Fiscal Quarter.

Consolidated Current Assets means, at any time, the aggregate amount of all assets of the Company and its Subsidiaries, as shown on the most recent consolidated balance sheet of the Company and its Subsidiaries, that would be classified as current assets (including cash, marketable securities, accounts receivable, inventory and prepaid expenses) in accordance with GAAP; provided that, at the election of the Company delivered by completing the appropriate section of a compliance certificate delivered to the Agent in accordance with Section 9.1.3 (a “Current Assets Election”), Consolidated Current Assets at any time while such Current Assets Election remains in effect shall be deemed to include the Current Assets Commitment Amount at such time.

Consolidated Current Liabilities means, at any time, the aggregate amount of all liabilities of the Company and its Subsidiaries, as shown on the most recent consolidated balance sheet of the Company and its Subsidiaries, that would be classified as current liabilities in accordance with GAAP, but excluding Capital Leases to the extent set forth in Section 1.5; provided that if at any time within one year prior to the Termination Date a Current Assets Election shall be in effect, Consolidated Current Liabilities shall be deemed to include the Current Assets Commitment Amount at such time.

Consolidated Net Income means, with respect to the Company and its Subsidiaries for any period, the net income (or loss) of the Company and its Subsidiaries for such period, excluding any gains (or losses) from asset sales, any extraordinary or unusual non-recurring gains (or losses) and any gains (or losses) from discontinued operations.

Control Agreement means an agreement in form and substance reasonably satisfactory to the Agent giving the Agent control (within the meaning of Section 8-106 or 9-104 of the Uniform Commercial Code) over a deposit account or securities account of the Company or a Domestic Subsidiary.

Controlled Group means all members of a controlled group of corporations and all members of a controlled group of trades or businesses (whether or not incorporated) under common control which, together with the Company, are treated as a single employer under Section 414 of the Code or Section 4001 of ERISA.

Current Assets Commitment Amount means, with respect to any Current Assets Election, the lesser of (A) an amount equal to the Maximum Availability at the time of such election and (B) the Specified Current Assets Commitment Amount.

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Current Assets Election – see the definition of “Consolidated Current Assets”.  A Current Assets Election shall become effective on the date on which the compliance certificate electing the same is delivered to the Agent in accordance with Section 9.1.3 and shall remain in effect until the next compliance certificate is due under Section 9.1.3.

Dealer Agreements means the dealer, framework and distribution agreements, including the standard provisions, entered into by the Company and its Subsidiaries with various Manufacturers.

Dealer Financing means Floor Plan Financing and Pledge Line Financing.

Dealer Financing Provider means each provider of Dealer Financing to the Company and its Subsidiaries.

Debt of any Person means, without duplication, (a) all indebtedness of such Person for borrowed money, whether or not evidenced by bonds, debentures, notes or similar instruments, (b) all obligations of such Person as lessee under Capital Leases which have been recorded as liabilities on a balance sheet of such Person in accordance with GAAP, subject to Section 1.5, (c) all obligations of such Person to pay the deferred purchase price of property or services (excluding trade accounts payable and accrued expenses in the ordinary course of business), (d) all indebtedness secured by a Lien on the property of such Person, whether or not such indebtedness shall have been assumed by such Person, (e) all obligations, contingent or otherwise, with respect to the face amount of all letters of credit (whether or not drawn) and banker’s acceptances issued for the account of such Person, (f) all Hedging Obligations of such Person, (g) all Suretyship Liabilities of such Person in respect of Debt described in the foregoing clauses (a) through (f) and (h) except to the extent the terms of such Debt provide that such Person is not liable thereunder, all Debt of any partnership of which such Person is a general partner.  Notwithstanding the foregoing, leases of real property by the Company and its Subsidiaries and guarantees of such leases shall not be considered Debt for any purpose hereunder.

Debtor Relief Laws means the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief laws of the United States or other applicable jurisdictions.

Defaulting Lender means, subject to Section 2.6(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder, unless such Lender notifies the Agent and the Company in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Agent or any other Lender any other amount required to be paid by it hereunder within two Business Days of the date when due, (b) has notified the Company or the Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in

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such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Agent or the Company, to confirm in writing to the Agent and the Company that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Agent and the Company) or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.  Any determination by the Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.6(b)) upon delivery of written notice of such determination to the Company and each Lender.

Disposal - see the definition of “Release”.

Disposition, with respect to any property, means any sale, lease, assignment, conveyance, transfer or other disposition thereof.

Disqualified Stock means, with respect to any Person, any Capital Stock which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) or upon the happening of any event (i) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise or is redeemable at the option of the holder of such Capital Stock, (ii) is convertible or exchangeable for Debt or Disqualified Stock at the option of the holder of such Capital Stock or (iii) is mandatorily redeemable or must be purchased upon the occurrence of certain events or otherwise, in whole or in part; in each case on or prior to the 91st day following the Termination Date as in effect from time to time; provided that any Capital Stock that would not constitute Disqualified Stock but for provisions thereof giving holders thereof (or of any security into which it is convertible or for which it is exchangeable) the right to require such Person to purchase or redeem such Capital Stock (or such security into which it is convertible or for which it is exchangeable) upon the occurrence of a “change of control” occurring prior to the 91st day following the Termination Date shall not constitute Disqualified Stock if (i) the “change of control” provisions applicable to such Capital Stock (and all such securities into which it is convertible or for which it is exchangeable) are not more favorable to the holders of such Capital Stock (and all such securities into which it is convertible or for which it is exchangeable) than the terms applicable to the obligations hereunder and under the other Loan Documents and (ii) any such requirement only becomes operative after compliance with such terms applicable to, and is subordinated (on terms satisfactory to the Required Lenders) to, the obligations of the Company hereunder, including the acceleration (and payment in full in cash) of the obligations hereunder

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and under the other Loan Documents upon the occurrence of an Event of Default under Section 11.1.12.

Dollar and the sign “$” mean lawful money of the United States of America.

Dollar Equivalent means, at any time, with respect to any amount denominated in any currency other than Dollars, the equivalent amount thereof in Dollars at the spot rate for the purchase of Dollars with such other currency as published in the “Exchange Rates” table in The Wall Street Journal (Midwest edition) at the time such equivalent amount is determined (or, if such currency is not listed in such table, as determined by the Agent).

Domestic Blue Sky Value means, at any time, the aggregate value of the items classified as “Goodwill” and “Franchise Value” of the Company attributable to the Domestic Subsidiaries, as shown on a consolidated balance sheet of the Company and its Domestic Subsidiaries at such time.

Domestic Subsidiary means any Subsidiary of the Company or another Subsidiary that is incorporated or organized in the United States or in any State thereof (excluding U.S. territories).

EBITDA means, for any period, Consolidated Net Income for such period plus, to the extent deducted in determining such Consolidated Net Income, Interest Expense, income tax expense, depreciation and amortization, minority interest and franchise taxes for such period.

EBITDAR means, for any period, EBITDA for such period plus, to the extent deducted in determining Consolidated Net Income for such period, Rental Expense for such period.

Effective Date means the date on which all conditions precedent set forth in Section 10.1 shall be satisfied or waived.

Eligible Real Estate means real property of the Company or any Domestic Subsidiary which meets each of the following requirements:

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Any parcel of real property which is Eligible Real Estate, but which subsequently fails to meet any of the foregoing requirements, shall forthwith cease to be Eligible Real Estate; provided, however, that in the event that any parcel of real property fails to meet any of the requirements set forth in the foregoing clauses (d), (e), (f) and (h) then such parcel shall not cease to be Eligible Real Estate for a period of thirty days from the earlier of (x) the Company becoming aware of such requirement failing to be met and (y) the Agent providing notice to the Company of such requirement failing to be met.

Eligible Real Estate Collateral means each parcel of Eligible Real Estate with respect to which the Company or Domestic Subsidiary owning such parcel of Eligible Real Estate has satisfied the conditions set forth on Exhibit M.

Eligible Real Estate Collateral Value means the appraised value of each parcel of the Eligible Real Estate Collateral, as evidenced by the MAI appraisal most recently delivered to the Agent, either in connection with such parcel of real estate becoming Eligible Real Estate Collateral or as required pursuant to Section 9.22.

Eligible Tangible Net Worth means, with respect to PTL, as of any date of determination, an amount equal to the product of (x) the Stockholders’ Equity of PTL on that date less Intangible Assets of PTL on that date times (y) the then outstanding ownership percentage of the Company in PTL.

Environmental Claims means all claims, however asserted, by any Governmental Authority or other Person alleging potential liability or responsibility for violation of any Environmental Law, or for release or injury to the environment.

Environmental Laws means all present or future federal, state or local laws, statutes, common law duties, rules, regulations, ordinances and codes, together with all administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case relating to Environmental Matters.

Environmental Matters means any matter arising out of or relating to health and safety, or pollution or protection of the environment or workplace, including any of the foregoing relating to the presence, use, production, generation, handling, transport, treatment, storage, disposal, distribution, discharge, release, control or cleanup of any Hazardous Substance.

Equipment has the meaning assigned thereto in the Uniform Commercial Code.

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Equity Interests means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

ERISA means the Employee Retirement Income Security Act of 1974.

Event of Default means any of the events described in Section 11.1.

Executive Order – see Section 8.25.

Existing Agreement - see the recitals.

Existing Letter of Credit means the Letter of Credit issued on the date hereof.

Extension Notice – see Section 2.5.

Factory Receivables of any Person means all of such Person’s rights to receive payment, credit and other compensation (including incentive payments, stock rebates, allowances and additional “factory credits”) from any Manufacturer.

Federal Funds Rate means, for any day, the rate set forth in the weekly statistical release designated as H.15(519), or any successor publication, published by the Federal Reserve Bank of New York on the preceding Business Day opposite the caption “Federal Funds (Effective)”; or, if for any relevant day such rate is not so published on any such preceding Business Day, the rate for such day will be the arithmetic mean as determined by the Agent of the rates for the last transaction in overnight Federal funds arranged prior to 9:00 A.M. (New York City time) on that day by each of three leading brokers of Federal funds transactions in New York City selected by the Agent.

Financed Capital Expenditures means any Capital Expenditure that is financed (other than with the proceeds of a Loan hereunder) by a Person other than the Company and its Subsidiaries (x) in the case of a Capital Expenditure to purchase, construct or improve real property or leasehold improvements thereon, within 270 days of the making thereof (or, if a committed credit facility is put in place to so finance such Capital Expenditure within 270 days of the making thereof, within 450 days of the making thereof) or (y) in the case of any other Capital Expenditure, within 60 days of the making thereof.

First Amendment Effective Date means July 27, 2016.

Fiscal Quarter means a fiscal quarter of a Fiscal Year.

Fiscal Year means the fiscal year of the Company and its Subsidiaries, which period shall be the 12-month period ending on December 31 of each year.  References to a Fiscal Year with a number corresponding to any calendar year (e.g., “Fiscal Year 2015”) refer to the Fiscal Year ending on December 31 of such calendar year.

Fixed Charge Coverage Ratio means, for any Computation Period, the ratio of (a) the total for such period of EBITDAR minus Capital Expenditures (other than, without duplication, Acquisition Capital Expenditures and Financed Capital Expenditures) to (b) the sum of (i) Interest

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Expense for such period to the extent paid in cash plus (ii) Rental Expense for such period plus (iii) income tax expense for such period of the Company and its Subsidiaries to the extent paid in cash plus (iv) scheduled payments of principal of Debt for such period for the Company and its Subsidiaries.

Floor Plan Financing means a financing undertaken by the Company or any Subsidiary (a) all of the proceeds of which are (i) used to purchase Motor Vehicles to be sold or leased in the ordinary course of business by the Company and its Subsidiaries, (ii) relating to funds expended by the Company or such Subsidiary initially to acquire such Motor Vehicles or (iii) used to refinance any financing within the scope of clause (a)(i) or (ii) above or (b) pursuant to a borrowing base line of credit secured by Used Motor Vehicles owned by the Company and its Subsidiaries.

Foreign Acquisition means an acquisition of all or any substantial portion of the assets of a business unit of a Foreign Person or all or any substantial portion of the Capital Stock or other ownership interests of a Foreign Person, whether through a purchase, merger, consolidation or otherwise.  For purposes of covenant compliance, the amount of any payment of consideration for a Foreign Acquisition made in a currency other than Dollars shall be calculated at the Dollar Equivalent thereof as of the date such payment is made, and shall not be recalculated thereafter to reflect fluctuations in currency values.

Foreign Employee Benefit Plan means any employee benefit plan as defined in Section 3(3) of ERISA which is maintained or contributed to for the benefit of the employees of the Company, any of its Subsidiaries or any other member of its Controlled Group and is not covered by ERISA pursuant to ERISA Section 4(b)(4).

Foreign Investment means any Investment in a Foreign Person.

Foreign Person means any Person that is incorporated or organized outside the United States or any State thereof (it being understood and agreed that any Person that is incorporated or organized in any U.S. territory shall be deemed to be a Foreign Person), including any Foreign Subsidiary.

Foreign Subsidiary, of any Person, means any Subsidiary of such Person that is a Foreign Person.  Unless the context otherwise requires, each reference to Foreign Subsidiaries shall be a reference to Foreign Subsidiaries of the Company or its Subsidiaries.

FRB means the Board of Governors of the Federal Reserve System or any successor thereto.

Funded Debt means all Debt of the Company and its Subsidiaries, determined on a consolidated basis, excluding (i) contingent obligations in respect of Suretyship Liabilities (except to the extent constituting Suretyship Liabilities in respect of Debt of a Person other than the Company or any Subsidiary), (ii) Hedging Obligations and (iii) Debt of the Company to Subsidiaries and Debt of Subsidiaries to the Company or to other Subsidiaries; provided that, for purposes of this definition, if the Company has made a Current Assets Election, Funded Debt at any time while such Current Assets Election remains in effect shall be deemed to include the Current Assets Commitment Amount at such time.  

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Funded Debt to EBITDA Ratio means, as of the last day of any Fiscal Quarter, the ratio of (i) Funded Debt as of such day (minus Debt under Dealer Financings, Subordinated Debt and Real Estate Debt) to (ii) EBITDA for the Computation Period ending on such day.  If during any Computation Period (a) the Company or any Subsidiary shall have made any Material Disposition, the EBITDA for such Computation Period shall be reduced by an amount equal to the EBITDA (if positive) attributable to the property that is the subject of such Material Disposition for such Computation Period or increased by an amount equal to the EBITDA (if negative) attributable thereto for such Computation Period and (b) if during such Computation Period the Company or any Subsidiary shall have made a Material Acquisition, the EBITDA for such Computation Period will be determined on a pro forma basis as if such Material Acquisition were made, and all Debt incurred or assumed in connection therewith, was incurred or assumed on the first day thereof, provided that any pro forma adjustment related to cost savings or other synergies is reasonably acceptable to the Required Lenders.  As used in this definition, “Material Acquisition” means any Acquisition that involves the payment of consideration by the Company and its Subsidiaries in excess of $5,000,000; and “Material Disposition” means any Disposition of property or series of related Dispositions of property that yields gross proceeds to the Company and its Subsidiaries in excess of $5,000,000.

GAAP means generally accepted accounting principles set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or organizations with similar functions of comparable stature and authority within the U.S. accounting profession), which are applicable to the circumstances as of the date of determination.

Governmental Authority means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state, regional or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

Guaranty means the Guaranty dated as of October 8, 1999, executed by certain Subsidiaries of the Company, a copy of which is attached as Exhibit C.

Hazardous Substances - see Section 8.14.

Hedging Agreement means any interest rate, currency or commodity swap agreement, cap agreement or collar agreement, and any other agreement or arrangement designed to protect a Person against fluctuations in interest rates, currency exchange rates or commodity prices.

Hedging Obligation means, with respect to any Person, any liability of such Person under any Hedging Agreement.

Indemnified Liabilities - see Section 13.13.

Intangible Assets means, as to any Person, all assets of such Person that are considered to be intangible assets under GAAP, including customer lists, goodwill, computer software,

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copyrights, trade names, trademarks, patents, domain names, franchises, licenses, unamortized deferred charges, unamortized debt discount and capitalized research and development costs.

Intercreditor Agreement means the Eighth Amended and Restated Intercreditor Agreement, dated as of September 26, 2011, among MBFS and the other Dealer Financing Providers that are parties thereto from time to time, a copy of which (as in effect on the Effective Date) is attached hereto as Exhibit L.

Interest Expense means for any period the consolidated interest expense of the Company and its Subsidiaries for such period (including all imputed interest on Capital Leases but excluding interest expense on Dealer Financings).

Interest Rate means, for each day, a rate per annum equal to the sum of (a) (i) in the case of any day from and including the first day of each calendar month through and including the 15th day of such calendar month, the LIBO Rate for the first day of such calendar month and (ii) in the case of any day from and including the 16th day of each calendar month through and including the last day of such calendar month, the LIBO Rate for the 16th day of such calendar month (the rate set forth in this clause (a) being the “Base LIBO Rate”) plus (b) (x) if the Total Outstandings are less than or equal to the Borrowing Base, a margin of one and three-quarters percent (1.75%) per annum, and (y) if the Total Outstandings exceed the Borrowing Base, then (A) a margin of three percent (3.00%) per annum shall apply to the portion of the Loans equal to the amount by which the Total Outstandings exceed the Borrowing Base and (B) a margin of one and three-quarters percent (1.75%) per annum shall apply to the portion of Loans not described in the foregoing clause (A) (with each determination of the Borrowing Base in this clause (b) to be effective as of the first day of the calendar month during which the applicable Borrowing Base Certificate is delivered).  Notwithstanding the foregoing, at any time an Event of Default exists, the applicable margin shall be increased by two percent (2.00%) per annum.  For purposes of this definition, “LIBO Rate” means, for each date of calculation, (1) the rate of interest (rounded upwards, if necessary, to the next 1/16th of 1%) published in The Wall Street Journal on such day (or the immediately preceding Business Day, if such date is not a Business Day) in its “Money Rates” column as the one-month London Interbank Offered Rate for Dollar-denominated deposits (if The Wall Street Journal ceases to publish such a rate or substantially changes the methodology used to determine such rate, then the rate shall be the rate of interest (rounded upwards, if necessary, to the next 1/16th of 1%) published by Reuters Monitor Rates Service on such day (or the immediately preceding Business Day, if such date is not a Business Day) as the one-month London Interbank Offered Rate for Dollar-denominated deposits) or (2) if such rate is not published or available, such rate as shall be otherwise independently determined by the Agent on a basis substantially similar to the methodology used by The Wall Street Journal on the date of this Agreement.

Inventory has the meaning assigned thereto in the Uniform Commercial Code.

Investment means, relative to any Person, any investment in another Person, whether by acquisition of any debt or equity security, by making any loan or advance or by becoming obligated with respect to a Suretyship Liability in respect of obligations of such other Person (other than travel and similar advances to employees in the ordinary course of business).  For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested (with

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respect to Investments made in currencies other than Dollars, calculated at the Dollar Equivalent thereof as of the date such Investment is made, without any recalculation thereafter to reflect fluctuations in currency values), without adjustment for subsequent increases or decreases in the value of such Investment.

Issuing Lender means MBFS in its capacity as the issuer of Letters of Credit and its successors and assigns in such capacity.

L/C Application means, with respect to any request for the issuance of a Letter of Credit, a letter of credit application in the form of Exhibit J.

L/C Commitment Amount – see Section 2.1.3.

Lender - see the Preamble.  References to the “Lenders” shall include the Issuing Lender; for purposes of clarification only, to the extent that MBFS (or any successor Issuing Lender) may have any rights or obligations in addition to those of the other Lenders due to its status as Issuing Lender, its status as such will be specifically referenced.

Lender Party - see Section 13.13.

Letter of Credit - see Section 2.1.3.

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Letter of Credit Fee - see Section 5.3.

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Liabilities has the meaning assigned thereto in the Security Agreement.

LIBO Rate - see definition of “Interest Rate.”

Lien means, with respect to any Person, any interest granted by such Person in any real or personal property, asset or other right owned or being purchased or acquired by such Person which secures payment or performance of any obligation and shall include any mortgage, lien, encumbrance, charge or other security interest of any kind, whether arising by contract, as a matter of law, by judicial process or otherwise.

Loan Documents means this Agreement, the Notes, the Guaranty, the Letters of Credit and the Collateral Documents.

Loan Party means the Company and each Subsidiary that is a party to any Loan Document.

Loans means the Revolving Loans.

Manufacturer means the manufacturer or distributor of a New Motor Vehicle.

Margin Stock means any “margin stock” as defined in Regulation U.

Material Adverse Effect means (a) a material adverse change in, or a material adverse effect upon, the financial condition, operations, assets, business, properties or prospects of the Company and its Subsidiaries taken as a whole, (b) a material impairment of the ability of the

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Company or any Subsidiary to perform any of its obligations under any Loan Document or (c) a material adverse effect upon any substantial portion of the collateral under the Collateral Documents or upon the legality, validity, binding effect or enforceability against the Company or any Subsidiary of any Loan Document.

Maximum Availability means, at any time, (a) the Borrowing Base plus the lesser of (x) $300,000,000 and (y) 35% of the Domestic Blue Sky Value at such time minus (b) the Total Outstandings, at such time.

MBFS – see the Preamble.

MB Greenwich means PAG ▇▇▇▇▇▇▇▇▇ ▇▇, LLC, a Delaware limited liability company.

Motor Vehicle means an automobile, truck, van or other motor vehicle, including New Motor Vehicles, Used Motor Vehicles and Auction Motor Vehicles, that constitutes Inventory of the Company and its Subsidiaries, excluding any motor vehicle not held for sale or lease.

Mortgage means a mortgage, deed of trust, or similar instrument granting the Agent a Lien on Eligible Real Estate of the Company or any Subsidiary, in form and substance reasonably satisfactory to the Agent.

Multiemployer Pension Plan means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which the Company or any member of the Controlled Group may have any liability.

New Motor Vehicle means any Motor Vehicle purchased by the Company or any of its Subsidiaries directly from the Manufacturer of such Motor Vehicle or from another licensed automobile dealer that has not been previously owned by any other Person.

Non-Defaulting Lender means, at any time, each Lender that is not a Defaulting Lender at such time.

Non-Use Fee – see Section 5.1.

Note – see Section 3.1.

OFAC – see Section 8.25.

Operating Lease means any lease of (or other agreement conveying the right to use) any property by the Company or any Subsidiary, as lessee, other than any Capital Lease.

PBGC means the Pension Benefit Guaranty Corporation and any entity succeeding to any or all of its functions under ERISA.

Pension Plan means a “pension plan”, as such term is defined in Section 3(2) of ERISA, which is subject to Title IV of ERISA (other than a Multiemployer Pension Plan), and to which the Company or any member of the Controlled Group may have any liability, including any liability by reason of having been a substantial employer within the meaning of Section 4063 of

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ERISA at any time during the preceding five years, or by reason of being deemed to be a contributing sponsor under Section 4069 of ERISA.

Permitted Restrictions means restrictions on the ability of any Subsidiary to declare or pay any dividend or make other distributions, or to advance or loan funds, to the Company or any other Subsidiary or to grant Liens on the Capital Stock of a Subsidiary:  (i) as set forth on Schedule 9.17, including restrictions imposed by existing Dealer Financing arrangements; (ii) pursuant to modifications to any Dealer Financing arrangement, provided that such modifications are not materially more restrictive; (iii) applicable to a Person at the time such Person becomes a Subsidiary and not created in contemplation of such an event; (iv) resulting from Manufacturer-imposed modifications to any Dealer Agreement; or (v) imposed by applicable law.

Person means any natural person, corporation, partnership, joint venture, trust, limited liability company, association, Governmental Authority or any other entity, whether acting in an individual, fiduciary or other capacity.

Pledge Agreement means the Pledge Agreement dated as of October 8, 1999, executed by the Company and each Subsidiary which itself owns any Subsidiary (to the extent not prohibited by a Permitted Restriction in favor of a Manufacturer), a copy of which is attached as Exhibit E.

Pledge Line Financing means a financing undertaken by the Company or any Subsidiary with a Dealer Financing Provider in connection with which a Motor Vehicle is sold or leased by the Company or such Subsidiary to a customer in the ordinary course of business under a retail installment contract or retail lease, and pursuant to which financing (i) such Dealer Financing Provider provides funds to the Company or such Subsidiary, all of which funds are used to (A) pay off the Floor Plan Financing obligation secured by such Motor Vehicle or (B) acquire such Motor Vehicle in the ordinary course of business from another source, and (ii) pursuant to which the Company or such Subsidiary grants such Dealer Financing Provider a security interest in such retail installment contract or retail lease (and in any retail installment contract or retail lease entered into in replacement or substitution thereof, whether with the same or a different customer) and in any security interest securing the payment and performance rights represented thereby.

Pro Rata Share means, with respect to any Lender, the percentage which (a) the aggregate amount of such Lender’s Commitments is of (b) the Commitments of all Lenders; provided that, after any of the Commitments have been terminated, “Pro Rata Share” shall mean, as to any Lender, the percentage which the sum of the aggregate principal amount of such Lender’s Revolving Loans plus the participations of such Lender in all Letters of Credit plus the Stated Amount of all Letters of Credit.  The Pro Rata Share of each Lender as of the Seventh Amendment Effective Date is set forth on Schedule 2.1.

PTL means Penske Truck Leasing Co., L.P., a Delaware limited partnership.

RCRA - see Section 8.14.

Reaffirmation means a reaffirmation of loan documents in substantially the form of Exhibit H.

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Real Estate Debt means any Debt incurred to acquire or improve real estate used or to be used by the Company or its Subsidiaries in their businesses and secured by Liens on such real estate, improvements and fixtures, which Liens attach solely to such real estate and improvements (and any fixtures thereon) and other assets of the owner of such real estate, but to no other property of the Company or its other Subsidiaries.

Refinancing Debt means Debt that refunds or refinances any Debt, including Debt that refinances other Refinancing Debt; provided that (i) the Refinancing Debt has a maturity no earlier than the maturity of the Debt being refinanced, (ii) the Refinancing Debt has a weighted average life to maturity no earlier than the weighted average life to maturity of the Debt being refinanced, (iii) the Refinancing Debt is incurred in an aggregate principal amount (or, if issued with original issue discount, an aggregate issue price) that is equal to or less than the aggregate principal amount (or, if issued with original issue discount, the aggregate accreted value) then outstanding of the Debt being refinanced and (iv) if the Debt being refinanced is Subordinated Debt, the subordination terms of the Refinancing Debt are at least as favorable to the Lenders as the subordination terms of the Debt being refinanced.

Regulation U means Regulation U of the FRB.

Release has the meaning specified in CERCLA and the term “Disposal” (or “Disposed”) has the meaning specified in RCRA; provided that in the event either CERCLA or RCRA is amended so as to broaden the meaning of any term defined thereby, such broader meaning shall apply as of the effective date of such amendment; and provided, further, that to the extent that the laws of a state wherein any affected property lies establish a meaning for “Release” or “Disposal” which is broader than is specified in either CERCLA or RCRA, such broader meaning shall apply.

Rental Expense means, with respect to any period, all payments made or required to be made by the Company and its Subsidiaries, as lessee or sublessee under any Operating Lease or any Capital Lease, as rental payments or contingent rentals, as calculated in accordance with GAAP.

Required Lenders means Lenders having Pro Rata Shares aggregating more than 70%.  The Pro Rata Share of any Defaulting Lender shall be disregarded in determining Required Lenders at any time.

Restricted Affiliate means (x) the Company and its Subsidiaries, (y) any Person that, directly or indirectly, controls or is controlled by or is under common control with the Company or any Subsidiary and (z) any “insider” of the Company or any Subsidiary, within the meaning of Section 101(31) of the United States Bankruptcy Code; for purposes of clause (y) of this definition, “control” means the power to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

Restricted Person – see Section 8.25.

Revolving Commitment means, as to any Lender, such Lender’s commitment to make Revolving Loans and/or issue or participate in Letters of Credit under this Agreement.  Each Lender’s Pro Rata Share of the Revolving Commitment Amount and the L/C Commitment Amount as in effect on the Seventh Amendment Effective Date is set forth on Schedule 2.1.

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Revolving Commitment Amount means $800,000,000, as reduced from time to time pursuant to Section 6.1.

Revolving Loan – see Section 2.1.1.

Revolving Outstandings means, at any time, the aggregate principal amount of all outstanding Revolving Loans.

Same Day Loan means a Revolving Loan, in an aggregate amount (for all such Same Day Loans to be made on a particular Business Day) not to exceed Twenty Million and 00/100 Dollars ($20,000,000.00) for such particular Business Day, that is funded by the Agent and the Lenders on the same Business Day as the Company’s request therefor, all as more completely set forth in Section 2.2(b).

Same Day Prepayment means a voluntary prepayment of the Revolving Outstandings, in an amount not to exceed Twenty Million and 00/100 Dollars ($20,000,000.00) for any particular Business Day, that is made by the Company on the same Business Day as Agent receives notice of such prepayment, all as more completely set forth in Section 6.2(b).

SEC means the Securities and Exchange Commission or any other Governmental Authority succeeding to any of the principal functions thereof.

Security Agreement means the Second Amended and Restated Security Agreement dated as of September 8, 2004, by the Company and certain Subsidiaries in the form attached hereto as Exhibit D.

Seller Subordinated Debt means unsecured indebtedness of the Company that:

(a)is subordinated, substantially upon the terms set forth in Exhibit I or other terms that are more favorable to the Agent and the Lenders, in right of payment to the payment in full in cash of the Loans and all other amounts owed under the Loan Documents (whether or not matured or due and payable); and

(b)represents all or part of the purchase price payable by the Company in connection with an Acquisition permitted under this Agreement.

Seventh Amendment Effective Date means April 28, 2021.

Specified Current Assets Commitment Amount means, with respect to any Current Assets Election, the amount specified by the Company as the “Specified Current Assets Commitment Amount” in such Current Assets Election.

Stated Amount means, with respect to any Letter of Credit at any date of determination, (a) the maximum aggregate amount available for drawing thereunder under any and all circumstances plus (b) the aggregate amount of all unreimbursed payments and disbursements under such Letter of Credit.

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Stockholders’ Equity, of any Person, means the excess of total assets over total liabilities of such Person and its Subsidiaries, as reported on such Person’s consolidated financial statements.

Subordinated Debt means (i) the Subordinated Notes, (ii) Seller Subordinated Debt and (iii) any other unsecured Debt of the Company which has subordination terms, covenants, pricing and other terms which have been approved in writing by the Required Lenders.

Subordinated Notes means (i) the 3.50% Senior Subordinated Notes due 2025 of the Company (and related guarantees) in the aggregate principal amount of $550,000,000 and (ii) the 5.50% Senior Subordinated Notes due 2026 of the Company (and related guarantees) in the aggregate principal amount of $500,000,000.

Subsidiary means, with respect to any Person, a corporation, partnership, limited liability company or other entity of which such Person and/or its other Subsidiaries own, directly or indirectly, such number of outstanding shares or other ownership interests as have more than 50% of the ordinary voting power for the election of directors or other managers of such corporation, partnership, limited liability company or other entity.  Unless the context otherwise requires, each reference to Subsidiaries herein shall be a reference to Subsidiaries of the Company.

Suretyship Liability means any agreement, undertaking or arrangement by which any Person guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to or\ otherwise to invest in a debtor, or otherwise to assure a creditor against loss) any indebtedness, obligation or other liability of any other Person (other than by endorsements of instruments in the course of collection), or guarantees the payment of dividends or other distributions upon the shares of any other Person.  The amount of any Person’s obligation in respect of any Suretyship Liability shall (subject to any limitation set forth therein) be deemed to be the principal amount of the debt, obligation or other liability supported thereby and shall in all cases exclude any guarantees by the Company or any Subsidiary of an operating lease of the Company or any Subsidiary.

Taxes - see Section 7.6.

Termination Date means the earlier to occur of (a) September 30, 2023 (or any later date that may be established as the Termination Date pursuant to Section 2.5) or (b) such other date on which the Commitments terminate pursuant to Section 6 or 11.

TMCC means Toyota Motor Credit Corporation.

Total Outstandings means, at any time, the sum of (a) the Revolving Outstandings plus (b) the Stated Amount of all Letters of Credit.

Uniform Commercial Code means the Uniform Commercial Code as in effect from time to time in the State of New York.

Unmatured Event of Default means any event that, if it continues uncured, will, with lapse of time or notice or both, constitute an Event of Default.

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Used Motor Vehicle means, at any time, a Motor Vehicle that is not a New Motor Vehicle or an Auction Motor Vehicle.

Wholly Owned Subsidiary means, as to any Person, any other Person all of the Equity Interests of which (other than directors’ qualifying shares required by law) are owned by such Person directly and/or through other Wholly Owned Subsidiaries.

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of such fundings to disburse funds to the Lenders such that, after giving effect to such disbursements, each Lender has the correct amount of Loans outstanding on the Effective Date.

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2.7.1L/C Applications.  The Company shall give notice to the Agent and the Issuing Lender of the proposed issuance of each Letter of Credit (other than the Existing Letter of Credit) on a Business Day which is at least three Business Days (or such lesser number of days as the Agent and the Issuing Lender shall agree in any particular instance in their sole discretion) prior to the proposed date of issuance of such Letter of Credit.  Each such notice shall be accompanied by an L/C Application, duly executed by the Company and in all respects reasonably satisfactory to the Agent and the Issuing Lender, together with such other documentation as the Agent or the Issuing Lender may reasonably request in support thereof, it being understood that each L/C Application shall specify, among other things, the date on which the proposed Letter of Credit is to be issued, the expiration date of such Letter of Credit (which shall not be later than the earlier to occur of (x) one year after the date of issuance thereof and (y) thirty days prior to the scheduled Termination Date) and whether such Letter of Credit is to be transferable in whole or in part.  So long as the Issuing Lender has not received written notice that the conditions precedent set forth in Section 10 with respect to the issuance of such Letter of Credit have not been satisfied, the Issuing Lender shall issue such

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Letter of Credit on the requested issuance date.  The Issuing Lender shall promptly advise the Agent and each Lender of the issuance of each Letter of Credit and of any amendment thereto, extension thereof or event or circumstance changing the amount available for drawing thereunder.  In the event of any inconsistency between the terms of any L/C Application and the terms of this Agreement, the terms of this Agreement shall control.

2.7.2Participations in Letters of Credit.  Concurrently with the issuance of each Letter of Credit (or, in the case of the Existing Letter of Credit, on the Effective Date), the Issuing Lender shall be deemed to have sold and transferred to each other Lender, and each other Lender shall be deemed irrevocably and unconditionally to have purchased and received from the Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such other Lender’s Pro Rata Share, in such Letter of Credit and the Company’s reimbursement obligations with respect thereto.  For the purposes of this Agreement, the unparticipated portion of each Letter of Credit shall be deemed to be the Issuing Lender’s “participation” therein.  The Issuing Lender hereby agrees, upon request of the Agent or any Lender, to deliver to the Agent or such Lender a list of all outstanding Letters of Credit issued by the Issuing Lender, together with such information related thereto as the Agent or such Lender may reasonably request.

2.7.3Reimbursement Obligations.  The Company hereby unconditionally and irrevocably agrees to reimburse the Issuing Lender for each payment or disbursement made by the Issuing Lender under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made.  If any amount of such payment or disbursement is not reimbursed on the date thereof, a Revolving Loan shall be deemed to have been made in such amount and shall bear interest from the date thereof at the interest rate applicable to Revolving Loans.  The Issuing Lender shall notify the Company and the Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender to so notify the Company shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoever.

2.7.4Limitation on Obligations of Issuing Lender.  In determining whether to pay under any Letter of Credit, the Issuing Lender shall not have any obligation to the Company or any Lender other than to confirm that any documents required to be delivered under such Letter of Credit appear to have been delivered and appear to comply on their face with the requirements of such Letter of Credit.  Any action taken or omitted to be taken by the Issuing Lender under or in connection with any Letter of Credit, if taken or omitted in the absence of gross negligence and willful misconduct, shall not impose upon the Issuing Lender any liability to the Company or any Lender and shall not reduce or impair the Company’s reimbursement obligations set forth in Section 2.7.3 or the obligations of the Lenders pursuant to Section 2.7.5.

2.7.5Funding by Lenders to Issuing Lender.  If the Issuing Lender makes any payment or disbursement under any Letter of Credit and the Company has not reimbursed the Issuing Lender in full for such payment or disbursement by 10:00 A.M., Detroit time, on the date of such payment or disbursement, or if any reimbursement received by the Issuing Lender from the Company is or must be returned or rescinded upon or during any bankruptcy or reorganization of the Company or otherwise, each other Lender shall be obligated to pay to the Agent for the account of the Issuing Lender, in full or partial payment of the purchase price of its participation in such Letter of Credit, its Pro Rata Share of such payment or disbursement (but no such payment shall diminish the obligations of the Company under Section 2.7.3), and, upon notice from the Issuing Lender, the Agent shall promptly notify each other Lender thereof.  Each other Lender irrevocably and unconditionally agrees to so pay to the Agent in immediately available funds for the Issuing Lender’s account the amount of such other Lender’s Pro Rata Share of such payment or disbursement.  If and to the extent any Lender shall not have made such amount available to the Agent by 2:00 P.M., Detroit time, on the Business Day on which such Lender receives notice from the Agent of such payment or disbursement (it being understood that any such notice received after noon, Detroit time, on

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any Business Day shall be deemed to have been received on the next following Business Day), (a) the Agent shall be entitled to retain (for the benefit of the Issuing Lender) all interest payments paid by the Company allocable to such Lender’s Pro Rata Share of the unpaid reimbursement obligations for the period from the time such Lender was required to make such amount available to the Agent until such Lender actually makes such amount available or such amount is indefeasibly paid to the Agent by the Company and (b) such Lender agrees to pay to the Issuing Lender forthwith upon demand the greater of (x) all reasonable and actual costs incurred by the Issuing Lender as a result of such failure and (y) interest on such amount for the Issuing Lender’s account, for each day from the date such amount was to have been delivered to the Agent to the date such amount is paid, at a rate per annum equal to the Federal Funds Rate from time to time in effect.  Any Lender’s failure to make available to the Agent its Pro Rata Share of any such payment or disbursement shall not relieve any other Lender of its obligation hereunder to make available to the Agent such other Lender’s Pro Rata Share of such payment, but no Lender shall be responsible for the failure of any other Lender to make available to the Agent such other Lender’s Pro Rata Share of any such payment or disbursement.      

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Fees shall accrue from and including the Effective Date to and excluding the Termination Date and be payable in arrears (x) at all times prior to the Termination Date, on an annual basis for each year, on the 20th day of the next succeeding January and (y) on the Termination Date.  Each Lender shall be entitled to receive such Lender’s Pro Rata Share of the Non-Use Fee.

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Moreover, if any Taxes are directly asserted against the Agent or any Lender with respect to any payment received by the Agent or such Lender hereunder, the Agent or such Lender may pay such Taxes and the Company will promptly pay such additional amounts (including any penalty, interest or expense) as is necessary in order that the net amount received by such Person after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount such Person would have received had such Taxes not been asserted.

If the Company fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Agent, for the account of the respective Lenders, the required receipts or other required documentary evidence, the Company shall indemnify the Lenders for any incremental Taxes, interest or penalties that may become payable by any Lender as a result of any such failure.  For purposes of this Section 7.6, a distribution hereunder by the Agent or any Lender to or for the account of any Lender shall be deemed a payment by the Company.

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Each Lender that (a) is organized under the laws of a jurisdiction other than the United States of America or a state thereof and (b)(i) is a party hereto on the Effective Date or (ii) becomes an assignee of an interest under this Agreement under Section 13.9.1 after the Effective Date (unless such Lender was already a Lender hereunder immediately prior to such assignment) shall execute and deliver to the Company and the Agent one or more (as the Company or the Agent may reasonably request) United States Internal Revenue Service Form W-8ECI or Form W-8BEN or such other forms or documents, appropriately completed, as may be applicable to establish that such Lender is exempt from withholding or deduction of Taxes.  The Company shall not be required to pay additional amounts to any Lender pursuant to this Section 7.6 to the extent that the obligation to pay such additional amounts would not have arisen but for the failure of such Lender to comply with this paragraph.

To induce the Agent and the Lenders to enter into this Agreement and to induce the Lenders to make Loans hereunder, the Company warrants to the Agent and the Lenders that:

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information not misleading in light of the circumstances under which made (it being recognized by the Agent and the Lenders that any projections and forecasts provided by the Company are based on good faith estimates and assumptions believed by the Company to be reasonable as of the date of the applicable projections or forecasts and that actual results during the period or periods covered by any such projections and forecasts may differ materially from projected or forecasted results).

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Adverse Effect.  There exists no actual or threatened termination, cancellation or limitation of, or any modification of or change in, the business relationship between the Company or any of its Subsidiaries and any customer or any group of customers or with any Manufacturer that, in any case, could reasonably be expected to have a Material Adverse Effect.

Until the expiration or termination of the Commitments and thereafter until all obligations of the Company hereunder and under the other Loan Documents are paid in full, the Company agrees that, unless at any time the Required Lenders shall otherwise expressly consent (except as provided in Section 13.1) in writing, it will:

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Subsidiaries to operate as a going concern) by Deloitte & Touche LLP or other independent auditors of recognized standing selected by the Company and reasonably acceptable to the Agent, together with (i) a written statement from such accountants to the effect that in making the examination necessary for the signing of such annual audit report by such accountants, nothing came to their attention that caused them to believe that the Company was not in compliance with any provision of Section 9.6, 9.7 or 9.9 of this Agreement insofar as such provision relates to accounting matters or, if something has come to their attention that caused them to believe that the Company was not in compliance with any such provision, describing such non-compliance in reasonable detail and (ii) a comparison with the financial results of the previous Fiscal Year; and (b) consolidating balance sheets of the Company and its Subsidiaries as of the end of such Fiscal Year and a consolidating statement of earnings for the Company and its Subsidiaries for such Fiscal Year.

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Documents required to be delivered pursuant to Section 9.1 (to the extent they consist of SEC filings that are publicly available or filings under the PTL investor website or the PTL website) (i) shall be deemed delivered at such time as they are posted on the SEC website (▇▇▇.▇▇▇.▇▇▇) and (ii) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the Company provides a link to such documents in an email addressed to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ at the Agent at ▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇ (or such other email address as the Agent shall provide to the Company from time to time).

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exists), any Lender or the Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Agent or any representative thereof at all times when an Event of Default has occurred and is continuing), and to examine any of its books or other records; and permit, and cause each Subsidiary to permit, the Agent (and any Lender that chooses to join the Agent for the purpose of such inspection) and its representatives to inspect the Inventory and other tangible assets of the Company or such Subsidiary, to perform appraisals of the Equipment of the Company or such Subsidiary, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to Inventory, Accounts Receivable and any other collateral.  All such examinations, inspections, audits or appraisals by the Agent shall be at the Agent’s expense; provided that if an Event of Default or Unmatured Event of Default exists, such examinations, inspections, audits and appraisals shall be at the Company’s expense.

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It is acknowledged and agreed by the Agent and Lenders that any Liens of TMCC (to the extent such Liens are duly perfected) described in clause (d)(iv) of this Section 9.8 on any real property, improvements, fixtures (other than trade fixtures), condemnation and insurance proceeds, leases and rents related thereto and proceeds thereof are senior in priority to the Liens, if any, of the Agent and the Lenders in such property under the Collateral Documents.

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least fair market value (as determined by the Board of Directors of the Company) so long as the net book value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed $50,000,000 (exclusive of any Disposition the net cash proceeds of which are used within 180 days to purchase another asset performing the same or a similar function as the asset disposed of); and (g) the Company and its Subsidiaries may enter into, or make additional Investments into, joint ventures permitted by Section 9.19(j) which joint ventures are engaged in businesses permitted by Section 9.18.

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stock of any Foreign Subsidiary shall be limited to 65% of the stock of such Foreign Subsidiary to the extent the pledge of a greater percentage would have material adverse tax consequences for the Company and (y) a pledge of the stock of a Subsidiary shall not be required if and to the extent that such pledge would violate a Permitted Restriction in favor of a Manufacturer.

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Restrictions, create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company or any other applicable Subsidiary, or pay any Debt owed to the Company or any other Subsidiary, (ii) make loans or advances to the Company or any other Subsidiary or (iii) transfer any of its assets or properties to the Company or any other Subsidiary.

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provided that (x) any Investment which when made complies with the requirements of the definition of the term “Cash Equivalent Investment” may continue to be held notwithstanding that such Investment if made thereafter would not comply with such requirements; and (y) no Investment otherwise permitted by clause (a), (b), (c), (g), (h) or (j) shall be permitted to be made if, immediately before or after giving effect thereto, any Event of Default or Unmatured Event of Default exists.

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The effectiveness of this Agreement, and the obligation of each Lender to make its Loans hereunder, are subject to the following conditions precedent:

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is a party, together with a sample of the true signature of each such officer (it being understood that the Agent and each Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein).

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shall occur and be continuing, the Agent (upon written request of the Required Lenders) shall declare the Commitments (if they have not theretofore terminated) to be terminated and/or declare all Loans and all other obligations hereunder to be due and payable and/or demand that the Company immediately Cash Collateralize all Letters of Credit, whereupon the Commitments (if they have not theretofore terminated) shall immediately terminate and/or all Loans and all other obligations hereunder shall become immediately due and payable and/or the Company shall immediately become obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or notice of any kind.  The Agent shall promptly advise the Company of any such declaration, but failure to do so shall not impair the effect of such declaration.  Notwithstanding the foregoing, the effect as an Event of Default of any event described in Section 11.1.1 or Section 11.1.4 may be waived by the written concurrence of all of the Lenders, and the effect as an Event of Default of any other event described in this Section 11 may be waived by the written concurrence of the Required Lenders (except as provided in Section 13.1).  Any cash collateral delivered hereunder shall be held by the Agent (without liability for interest thereon) and applied to reimbursement obligations under the Letters of Credit.  After the expiration or termination of the Letters of Credit, such cash collateral shall be applied by the Agent to any remaining obligations hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction may direct.

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shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects with reasonable care.

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the same as though MBFS were not the Agent, and the terms “Lender” and “Lenders” include MBFS and its Affiliates, to the extent applicable, in their individual capacities.

FIRST:  To the payment of the costs and expenses of such disposition, collection or other realization, including Attorney Costs, and all costs, expenses, liabilities and advances made or incurred by the Agent in connection therewith;

SECOND:  To the payment of the Liabilities then due and owing in such order as shall be directed by the Required Lenders; and

THIRD:  After payment in full of all Liabilities, any surplus then remaining from such proceeds shall be paid to the Company or to whomsoever may be lawfully entitled to receive the same or paid as a court of competent jurisdiction may direct.  Until such

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proceeds are so applied, the Agent shall hold such proceeds in its custody in accordance with its regular procedures for handling deposited funds.

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and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Lenders, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Sections 5, 13.6 and 13.13.

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expressly refers to Dealer Financings, (x) amend, modify or waive Section 6.3 or (xi) reduce the aggregate Pro Rata Share required to effect an amendment, modification, waiver or consent without, in each case, the consent of all Lenders.  The Agent shall not execute any material amendment, modification or waiver of, or material consent with respect to, any provision of the Guaranty or any Collateral Document unless the same shall be approved in writing by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.  No provision of Section 12 or other provision of this Agreement affecting the Agent in its capacity as such shall be amended, modified or waived without the consent of the Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender.

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thereof and (e) the Company and the Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned and delegated to an Assignee until the date when all of the following conditions shall have been met:

(x)five Business Days (or such lesser period of time as the Agent and the assigning Lender shall agree) shall have passed after written notice of such assignment and delegation, together with payment instructions, addresses and related information with respect to such Assignee, shall have been given to the Company and the Agent by such assigning Lender and the Assignee,

(y)the assigning Lender and the Assignee shall have executed and delivered to the Company and the Agent an assignment agreement substantially in the form of Exhibit G (an “Assignment Agreement”), together with any documents required to be delivered thereunder, which Assignment Agreement shall have been accepted by the Agent, and

(z)except in the case of an assignment by a Lender to one of its Affiliates or another Lender, the assigning Lender or the Assignee shall have paid the Agent a processing fee of $3,500.

From and after the date on which the conditions described above have been met, (x) such Assignee shall be deemed automatically to have become a party hereto and, to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (y) the assigning Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it pursuant to such Assignment Agreement, shall be released from its obligations hereunder.  Within five Business Days after the effectiveness of any assignment and delegation, the Company shall execute and deliver to the Agent (for delivery to the Assignee) a new Note (unless the Assignee was already a holder of a Note immediately prior to such effectiveness).  Each such Note shall be dated the effective date of such assignment.  Accrued interest on that part of the obligations being assigned shall be paid as provided in the Assignment Agreement.  Accrued interest and fees on that part of the obligations not being assigned shall be paid to the assigning Lender.  Accrued interest and accrued fees shall be paid at the same time or times provided in the predecessor Note and in this Agreement.  Any attempted assignment and delegation not made in accordance with this Section 13.9.1 shall be null and void.  Except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Company and the Agent, the applicable Pro Rata Share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Agent

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and each other Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Pro Rata Share.  Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Notwithstanding the foregoing provisions of this Section 13.9.1 or any other provision of this Agreement, any Lender may at any time assign all or any portion of its Loans and its Note to a Federal Reserve Bank (but no such assignment shall release any Lender from any of its obligations hereunder).

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EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

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Delivered at Detroit, Michigan as of the day and year first above written.

PENSKE AUTOMOTIVE GROUP, INC.

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By:​ ​

Title:​ ​

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MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Agent and as Lender

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By:​ ​

Title:​ ​

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TOYOTA MOTOR CREDIT CORPORATION, as a Lender

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By:​ ​

Title:​ ​

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SCHEDULE 2.1

LENDERS AND PRO RATA SHARES

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SCHEDULE 8.6

LITIGATION AND CONTINGENT LIABILITIES

A.Litigation

None

B.Contingent Liabilities

1.Indemnification obligations included in agreements referenced in Schedule 9.17.

2.We have sold a number of dealerships to third parties and, as a condition to certain of those sales, remain liable for the lease payments relating to the properties on which those businesses operate in the event of non-payment by the buyer.  We are also party to lease agreements on properties that we no longer use in our retail operations that we have sublet to third parties.  We rely on subtenants to pay the rent and maintain the property at these locations.  In the event a subtenant does not perform as expected, we may not be able to recover amounts owed to us and we could be required to fulfill these obligations.  The aggregate rent paid by the tenants on those properties in 2020 was approximately $25.8 million, and, in aggregate, we guarantee or are otherwise liable for approximately $202.3 million of third-party lease payments, including lease payments during available renewal periods.

3.Our floor plan credit agreement with Mercedes-Benz Financial Service Australia (‘‘MBA’’) provides us revolving loans for the acquisition of commercial vehicles for distribution to our retail network.  This facility includes a limited parent guarantee and a commitment to repurchase dealer vehicles in the event the dealer’s floor plan agreement with MBA is terminated.

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SCHEDULE 9.7

PERMITTED EXISTING DEBT

1.Obligations under the Fourth Amended and Restated Credit Agreement dated as of April 1, 2014, as amended, among Penske Automotive Group, Inc., various financial institutions and Mercedes-Benz Financial Services USA LLC.

2.Obligations under the Indenture for the $550,000,000 3.50% senior subordinated notes due 2025, dated August 20, 2020, and the $500,000,000 5.50% senior subordinated notes due 2026, dated May 25, 2016, each, by and among Penske Automotive Group, Inc., as Issuer, the subsidiary guarantors named therein and as supplemented, and The Bank of New York Mellon Trust Company, N.A., as trustee.

3.Obligations under the £150,000,000 revolving facility agreement as amended and restated on December 12, 2018, as amended, between the Company’s U.K.  subsidiaries, National Westminster Bank plc, and BMW Financial Services (GB) Limited.

4.Obligations under the AU $50.0 million capital loan and the AU $50.0 million working capital loan each dated November 30, 2017, and related guaranties, each by and between the Company’s Australian subsidiaries, and Volkswagen Financial Services Pty Limited, as amended.

5.Penske Automotive Group, Inc. guarantee of up to €20 million to MAN Truck and Bus AG in connection with Penske Commercial Vehicles.

6.Letters of credit not to exceed $50 million.

7.Surety Bonds delivered on behalf of the Company and any Domestic Subsidiary in connection with the ordinary course operation of the business consistent with past practice.

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SCHEDULE 9.8

PERMITTED EXISTING LIENS

1.Liens in favor of manufacturers or distributors on assets sold to an Automotive Investment that is a Subsidiary until such assets are paid for.

2.Liens securing debt permitted under the Fourth Amended and Restated Credit Agreement dated as of April 1, 2014, as amended, among Penske Automotive Group, Inc., various financial institutions and Mercedes-Benz Financial Services USA LLC.

3.Liens on the stock or assets of Foreign Subsidiaries securing debt permitted under the agreements noted on Schedule 9.7, #3, 4 and 5.

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SCHEDULE 9.17

PERMITTED RESTRICTIONS

1.Pursuant to franchise agreements with Nissan Motor Corporation in U.S.A., ownership interests in any Subsidiary that directly or indirectly owns a Nissan dealership may not be pledged.  The Dealer Term Sales and Service Agreement (“DTS”) contains restrictions relating to change in ownership of the dealerships (DTS Art. 3(b)), pledge, sale or hypothecation of outstanding capital stock (DTS Art. 3(b)(i)), issuance of additional shares of capital stock (DTS Art. 3(b)(i)), sale of principal assets or merger (DTS Art. 3(b)(iii)), distributions or redemptions (DTS Art. 9(c)(ii)), change in principal management (Art. 4(c)) and the right of first refusal with respect to sale or lease of property (DTS Art. 10(A)-(B)).

2.Pursuant to the franchise agreement with Porsche Cars North American, Inc., the ownership interests in any Subsidiary that directly or indirectly owns a Porsche dealership may not be pledged.

3.Pursuant to the Framework Agreement between the Company and Toyota Motor Sales, U.S.A., Inc., ownership interests in any Subsidiary that directly or indirectly owns a Toyota or Lexus dealership may not be pledged.  The Framework Agreement (“FA”) and related documents also contain restrictions relating to ownership and control of dealerships (FA §§ 7.2, 7.3), capitalization (FA §§ 7.4, 8.5), capital distributions, dividends or redemptions (FA §7.8), performance criteria (FA § 8.1), cash or asset disbursements (FA § 8.6), the pledges granting of liens or security interest in or with respect to Dealer Agreements (FA § 8.7) and the right of first refusal with respect to the sale or transfer of a Dealer’ s assets, voting stock or ownership interests (FA §12).

4.Pursuant to the Framework Agreement between the Company and America Honda Motor Co., Inc., ownership interests in any Subsidiary that directly or indirectly owns a Honda or Acura dealership may not be pledged.  The Framework Agreement (“FA’) and related documents also contain restrictions relating to transfer of ownership, control or relocation of dealerships (FA §§ 1.5.3, 1.5.4), qualifications of controlling entity (FA § 1 .5.6), minimum networking capital and lines of credit (Acura Automobile Dealer Sales and Service Agreement ¶ G), assignment of Dealer’s interest in sales and service agreement (Honda and Acura Automobile Dealer Sales and Service Agreements ¶ J) and pledging stock and granting a security interest in stock (American Honda Motor Co., Inc., Policy on the Granting of Security Interest in the Shares of any Entity that Owns an Interest in a Honda or Acura Dealership).

5.Pursuant to the Franchise Agreement with BMW of North America, Inc., the ownership interests of any Subsidiary that directly or indirectly owns a BMW dealership may not be pledged.

6.Pursuant to the franchise, floor plan and/or Dealer Agreements to which the Company’s subsidiaries are subject, certain subsidiaries are required to satisfy certain financial covenants, including the maintenance of a certain minimum working capital, capitalization and net worth.  These requirements may restrict the ability of the Company’s operating subsidiaries to make dividend payments.

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7.Pursuant to the franchise, floor plan and/or Dealer Agreements to which the Company’s subsidiaries are subject, there are restrictions on changes in management, the transfer or pledge of the controlling interest of the ownership entity, the assignment or pledge of the dealership agreements or mergers or change in ownership of the dealer, directly or indirectly, transfers of assets outside the ordinary course of business and in certain cases the manufacturer has a right of first refusal on any transfer of the assets or stock of the subsidiary.

8.Floor plan agreements, Dealer Agreements and sales and services agreements to which the Company and/or its subsidiaries are subject on the Effective Date restrict the pledging or granting of security interests in certain assets of the Company’s subsidiaries.

9.Each of the Mercedes-Benz Financial Services USA LLC Fourth Amended and Restated Credit Agreement dated as of April 1, 2014 and the Subordinated Notes contains restrictions on the business and operations of the Company and its subsidiaries, and the agreements referenced on Schedule 9.7, #3 and 4 contain restrictions on the business and operations of Sytner Group Limited and Foreign Subsidiaries.

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SCHEDULE 9.19

INVESTMENTS

1.The Company’s existing Investments set forth below, including notes paid by the purchasers in connection with sales by the Company and its Subsidiaries of U.S. dealership operations.

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Summary of Outstanding Notes

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Summary of Other Investments

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SCHEDULE 13.3

ADDRESSES FOR NOTICES

PENSKE AUTOMOTIVE GROUP, INC.

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Attn:  ▇.▇. ▇▇▇▇▇▇▇

Telephone No.:  ▇▇▇-▇▇▇-▇▇▇▇

Facsimile No.:  ▇▇▇-▇▇▇-▇▇▇▇

With a copy to:

▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇

General Counsel

Penske Automotive Group, Inc.

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Telephone No.:  ▇▇▇-▇▇▇-▇▇▇▇

Facsimile No.:  ▇▇▇-▇▇▇-▇▇▇▇

MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Agent and as a Lender

▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

▇▇▇▇ ▇▇▇▇▇, ▇▇  ▇▇▇▇▇

Attention:  ▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Phone:  ▇▇▇-▇▇▇-▇▇▇▇

Fax:  _______________

E-Mail:  ▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇

TOYOTA MOTOR CREDIT CORPORATION, as a Lender

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Attention:  ▇▇▇▇▇▇ ▇▇▇▇▇▇, National Accounts Manager

Telephone No.:  ▇▇▇-▇▇▇-▇▇▇▇

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EXHIBIT A

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FORM OF NOTE

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_________, 20__

Detroit, Michigan

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The undersigned, for value received, promises to pay to the order of _____________ (the “Lender”) at the principal office of Mercedes-Benz Financial Services USA LLC (the “Agent”) in Farmington Hills, Michigan the aggregate unpaid amount of all Loans made to the undersigned by the Lender pursuant to the Credit Agreement referred to below (as shown on the schedule attached hereto (and any continuation thereof) or in the records of the Lender), such principal amount to be payable on the dates set forth in the Credit Agreement.

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The undersigned further promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such Loan is paid in full, payable at the rate(s) and at the time(s) set forth in the Credit Agreement.  Payments of both principal and interest are to be made in lawful money of the United States of America.

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This Note evidences indebtedness incurred under, and is subject to the terms and provisions of, the Amended and Restated Credit Agreement, dated as of [April __, 2021] (as amended or otherwise modified from time to time, the “Credit Agreement”; capitalized terms not otherwise defined herein are used herein as defined in the Credit Agreement), among the undersigned, certain financial institutions (including the Lender) and the Agent, to which Credit Agreement reference is hereby made for a statement of the terms and provisions under which this Note may or must be paid prior to its due date or its due date accelerated.

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This Note is made under and governed by the laws of the State of New York applicable to contracts made and to be performed entirely within such State.

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PENSKE AUTOMOTIVE GROUP, INC.

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By: __________________________________
Title: __________________________________

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Schedule attached to Note dated ______, 20__ of PENSKE AUTOMOTIVE GROUP, INC., payable to the order of _________________.

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EXHIBIT B

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FORM OF COMPLIANCE CERTIFICATE

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To:Mercedes-Benz Financial Services USA LLC, as Agent

Please refer to the Fifth Amended and Restated Credit Agreement dated as of May 1, 2015 (as amended, amended and restated or otherwise modified from time to time, the “Credit Agreement”) among Penske Automotive Group, Inc. (the “Company”), various financial institutions and Mercedes-Benz Financial Services USA LLC, as agent (in such capacity, the “Agent”).  Capitalized terms used but not otherwise defined herein are used herein as defined in the Credit Agreement.

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1.  the total amount of all consideration paid for all Foreign Acquisitions made by the Company and its Domestic Subsidiaries during the period covered by this compliance certificate (including cash and noncash purchase price, noncompetition payments, earnout payments, debt assumption and other similar consideration) was $______________; and

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2.  the aggregate amount of all Foreign Investments by the Company and its Domestic Subsidiaries made during the period covered by this compliance certificate was $____________.

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IN WITNESS WHEREOF, the Company has caused this Certificate to be executed and delivered by its duly authorized officer on __________, 20__.

PENSKE AUTOMOTIVE GROUP, INC.

By:  ​ ​​ ​​ ​​ ​​ ​​ ​

Title:  ​ ​​ ​​ ​​ ​​ ​​ ​

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Date: ________________

For the fiscal quarter/year

ended _______________

SCHEDULE 1

to the Compliance Certificate

($ in 000’s)

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Total additions:$___________

EBITDA (result of a plus b):$___________

2. Rental Expense:$___________

3. EBITDAR (result of 1 plus 2):$___________

1.Interest Expense to the extent paid in cash$___________

2.Rental Expense:$___________

3.income tax expense of the Company and its Subsidiaries
to the extent paid in cash:$___________

4.scheduled payments of principal of Debt for the
Company and its Subsidiaries:$___________

▇.▇▇▇▇▇:$___________

Suretyship Liabilities (except to the extent

constituting Suretyship Liabilities in

respect of Debt of a Person other than

the Company or a Subsidiary):$_________

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Debt of Subsidiaries to the Company or to

other Subsidiaries:$_________

Total subtractions:$_________

1.Debt under Dealer Financings:$_________

2.Real Estate Debt:$_________

Total subtractions:$_________

plus

2.Impairments to goodwill or franchise value: $_________

Sum of F.1 plus F.2$_________

Total subtractions:$_________

adjustments for Material Acquisitions and Material Dispositions): $_________

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Permitted Ratio of C to DNot greater
than 2.5:1.0

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EXHIBIT C

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GUARANTY

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[No Change]

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EXHIBIT D

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SECURITY AGREEMENT

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[No Change]

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EXHIBIT E

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PLEDGE AGREEMENT

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[No Change]

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EXHIBIT F

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FORM OF SOLVENCY CERTIFICATE
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The undersigned hereby certifies that the undersigned (a) is the Executive Vice President and Chief Financial Officer of Penske Automotive Group, Inc. (the “Company”), (b) is the Treasurer or Assistant Treasurer of each other Loan Party (as such term is defined in the Credit Agreement referred to below), (c) is authorized to certify as to the financial statements of each Loan Party, (d) is familiar with the properties, business and assets of each Loan Party and (e) is authorized to execute and deliver this Certificate on behalf of each Loan Party.  The undersigned further certifies that the undersigned has reviewed the contents of this Certificate and, in connection herewith, has made such investigations and inquiries as the undersigned deemed necessary and prudent.  The undersigned further certifies that the undersigned believes that the financial information and assumptions which underlie and form the basis for the representations made in this Certificate were reasonable when made and continue to be reasonable as of the date hereof.  Capitalized terms used herein that are defined in the Amended and Restated Credit Agreement dated as of [April __, 2021] (as amended or otherwise modified from time to time, the “Credit Agreement”) among the Company, various financial institutions (the “Lenders”) and Mercedes-Benz Financial Services USA LLC, as agent for the Lenders (in such capacity, the “Agent”), are used herein as so defined.  The undersigned hereby further certifies that it is the belief of the undersigned that:

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IN WITNESS WHEREOF, the undersigned has executed this Certificate on behalf of the Loan Parties as of this ___ day of April, 2021.

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PENSKE AUTOMOTIVE GROUP, INC.

Name:____________________________
Title:Executive Vice President and Chief Financial Officer

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EXHIBIT G

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FORM OF ASSIGNMENT AGREEMENT

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Date:_________________

Re:Assignment under the Credit Agreement referred to below

Gentlemen and Ladies:

Please refer to Section 13.9.1 of the Amended and Restated Credit Agreement dated as of [April __, 2021] (as amended, amended and restated or otherwise modified from time to time, the “Credit Agreement”) among Penske Automotive Group, Inc. (the “Company”), various financial institutions and Mercedes-Benz Financial Services USA LLC, as agent (in such capacity, the “Agent”).  Unless otherwise defined herein or the context otherwise requires, terms used herein have the meanings provided in the Credit Agreement.

________________________________(the “Assignor”) hereby sells and assigns to ___________________________(the “Assignee”), and the Assignee hereby purchases and assumes from the Assignor, that interest in and to the Assignor’s rights and obligations under the Credit Agreement as of the date hereof equal to _____% of all of the Loans and of the Commitments, such sale, purchase, assignment and assumption to be effective as of ______________, 20__, or such later date on which the Company and the Agent shall have consented hereto (the “Effective Date”).  After giving effect to such sale, purchase, assignment and assumption, the Assignee’s and the Assignor’s respective Pro Rata Share for purposes of the Credit Agreement will be as set forth opposite their names on the signature pages hereof.

The Assignor hereby instructs the Agent to make all payments from and after the Effective Date in respect of the interest assigned hereby directly to the Assignee.  The Assignor and the Assignee agree that all interest and fees accrued up to, but not including, the Effective Date are the property of the Assignor, and not the Assignee.  The Assignee agrees that, upon receipt of any such interest or fees, the Assignee will promptly remit the same to the Assignor.

The Assignee hereby confirms that it has received a copy of the Credit Agreement and the exhibits thereto, together with copies of the documents which were required to be delivered under the Credit Agreement as a condition to the making of the initial Loans thereunder.  The Assignee acknowledges and agrees that it (i) has made and will continue to make such inquiries and has taken and will take such care on its own behalf as would have been the case had its Commitment been granted and its Loans been made directly to, and the Letters of Credit been issued by the Assignee for the account of, the Company without the intervention of the Agent, the Assignor or any other Lender and (ii) has made and will continue to make, independently and without reliance upon the Agent, the Assignor or any other Lender and based on such documents and information as it has deemed appropriate, its own credit analysis and decisions relating to the Credit

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Agreement.  The Assignee further acknowledges and agrees that neither the Agent nor the Assignor has made any representation or warranty about the creditworthiness of the Company or any other party to the Credit Agreement or with respect to the legality, validity, sufficiency or enforceability of the Credit Agreement or any other Loan Document or the value of any security therefor.  This assignment shall be made without recourse to the Assignor.

The Assignor represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim.

The Assignee represents and warrants to the Company and the Agent that, as of the date hereof, the Company will not be obligated to pay any greater amount under Section 7.6 of the Credit Agreement than the Company is obligated to pay to the Assignor under such Section.  [The Assignee has delivered, or is delivering concurrently herewith, to the Company and the Agent the forms required by Section 7.6 of the Credit Agreement.] [INSERT IF ASSIGNEE IS ORGANIZED UNDER THE LAWS OF A JURISDICTION OTHER THAN THE UNITED STATES OF AMERICA OR A STATE THEREOF.]

Except as otherwise provided in the Credit Agreement, effective as of the Effective Date:

The Assignee hereby advises each of you of the following administrative details with respect to the assigned Loans and Commitment:

Address:

Attention:

Telephone:

Facsimile:

Please evidence your receipt hereof and your consent to the sale, assignment, purchase and assumption set forth herein by signing and returning counterparts hereof to the Assignor and the Assignee.

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Pro Rata Share = _____%[ASSIGNEE]

By:__________________________

Title:_________________________

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Adjusted Pro Rata Share = ______%[ASSIGNOR]

By:__________________________

Title:_________________________

ACKNOWLEDGED AND CONSENTED TO

this ____ day of ________, 20__

MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Agent

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By: ​ ​​ ​​ ​​ ​​ ​​ ​

Title: ​ ​​ ​​ ​​ ​​ ​​ ​

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ACKNOWLEDGED AND CONSENTED TO

this ____ day of ___________ , 20__

PENSKE AUTOMOTIVE GROUP, INC.

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By:

Title:​ ​​ ​​ ​​ ​​ ​​ ​

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EXHIBIT H
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FORM OF REAFFIRMATION OF LOAN DOCUMENTS

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[No Change]

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EXHIBIT I

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SUBORDINATION PROVISIONS APPLICABLE TO

SUBORDINATED DEBT

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The indebtedness evidenced by the subordinated notes shall at all times be wholly subordinate and junior in right or payment to any and all Superior Indebtedness (as defined below) in the manner and with the force and effect hereinafter set forth:

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EXHIBIT J

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FORM OF L/C APPLICATION

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TO:Mercedes-Benz Financial Services USA LLC

▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

▇▇▇▇ ▇▇▇▇▇, ▇▇  ▇▇▇▇▇

Telephone:(▇▇▇) ▇▇▇-▇▇▇▇

Facsimile: __________________

Attention:  ▇▇▇▇▇▇ ▇▇▇▇▇▇▇

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Ladies and Gentlemen:

​

We hereby request Mercedes-Benz Financial Services USA LLC, as Issuing Lender under the Credit Agreement referred to below, to establish a Letter of Credit (the “Credit”) for our account as follows:

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BENEFICIARY:

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APPLICANT:

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AMOUNT:

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EXPIRY DATE:

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AVAILABLE BY SIGHT DRAFTS TO BE ACCOMPANIED BY:

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SPECIAL INSTRUCTIONS:

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PURPOSE OF CREDIT:

The Credit is subject to the terms and provisions of the Amended and Restated Credit Agreement, dated as of [April __, 2021] (as amended or otherwise modified from time to time, the “Credit Agreement”; capitalized terms not otherwise defined herein are used herein as defined in the Credit Agreement), among the undersigned, certain financial institutions and the Issuing Lender, to which Credit Agreement reference is hereby made for a statement of the terms and provisions regarding the issuance of Letters of Credit and the reimbursement obligations arising in connection therewith.

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The undersigned hereby confirms that, both before and after giving effect to the issuance of the Credit, (a) the representations and warranties of the undersigned and each Subsidiary set forth in the Credit Agreement and the other Loan Documents are true and correct in all material respects with the same effect as if made on the date hereof (except to the extent such representations and warranties relate to a specific earlier date) and (b) no Event of Default or Unmatured Event of Default has occurred or is continuing.

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Dated this ____ day of ___________, 20__.

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PENSKE AUTOMOTIVE GROUP, INC.

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​

By: ___________________

Its:____________________

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EXHIBIT K

FORM OF BORROWING BASE CERTIFICATE

​

To:MERCEDES-BENZ FINANCIAL

SERVICES USA LLC, as Agent

Ladies and Gentlemen:

Please refer to the Amended and Restated Credit Agreement dated as of [April __, 2021] (as amended or otherwise modified from time to time, the “Credit Agreement”) among Penske Automotive Group, Inc. (the “Company”), various financial institutions and MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as agent.  This certificate (this “Certificate”), together with supporting calculations attached hereto, is delivered to you pursuant to the terms of the Credit Agreement.  Capitalized terms used but not otherwise defined herein shall have the same meanings herein as in the Credit Agreement.

The Company hereby certifies and warrants to the Agent and the Lenders that at the close of business on _____________, 20__ (the “Calculation Date”), the Borrowing Base was $________________, computed as set forth on the schedule attached hereto.

IN WITNESS WHEREOF, the Company has caused this Certificate to be executed and delivered by its officer thereunto duly authorized on ____________, 20__.

PENSKE AUTOMOTIVE GROUP, INC.

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​

By:___________________

Title:__________________

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​

SCHEDULE TO BORROWING BASE CERTIFICATE

​

Dated as of _______ __, 20_.

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EXHIBIT L

​

INTERCREDITOR AGREEMENT

[No Change]

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EXHIBIT M

CONDITIONS PRECEDENT TO ELIGIBLE REAL ESTATE COLLATERAL

No parcel of Eligible Real Estate shall be Eligible Real Estate Collateral until the owner of such real property has provided to the Agent the following, each of which shall be satisfactory to the Agent in form and substance: