POSASR

As filed with the Securities and Exchange Commission on November 18, 2014

Registration No. 333- 193394

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 1

to

Form S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

PENSKE AUTOMOTIVE GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

(For Co-registrants, Please See Table of Other Registrants on the Following Page)

Delaware	22-3086739
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

2555 Telegraph Road

Bloomfield Hills, Michigan 48302

(248) 645-2500

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Shane M. Spradlin

Executive Vice President and General Counsel

2555 Telegraph Road

Bloomfield Hills, Michigan 48302

Telephone No.: (248) 648-2560

Facsimile No.: (248) 648-2515

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Approximate date of commencement of proposed sale to the public:  From time to time after the Registration Statement becomes effective.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  o

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  x

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a registration statement pursuant to General Instruction I.D. or a post effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  x

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer x	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

		Proposed Maximum	Proposed Maximum	Amount of
Title of each Class of	Amount to be	Offering	Aggregate	Registration
Securities to be Registered	Registered	Price per Unit	Offering Price	Fee(1)
Common Stock, par value $0.0001 per share	(1)	(1)	(1)	(1)
Preferred Stock, par value $0.0001 per share	(1)	(1)	(1)	(1)
Debt Securities	(1)	(1)	(1)	(1)
Subsidiary Guarantees of Debt Securities(2)	(1)	(1)	(1)	(1)
Warrants(3)	(1)	(1)	(1)	(1)
Rights to Purchase Common Stock(4)	(1)	(1)	(1)	(1)

(1)An indeterminate aggregate initial offering price or number of the securities of each identified class is being registered as may from time to time be offered at indeterminate prices.  Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities.  In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, the Registrant is deferring payment of all of the registration fee.

(2)Pursuant to Rule 457(n) under the Securities Act of 1933, no separate filing fee is payable in respect of the subsidiary guarantees.

(3)Includes warrants to purchase debt securities, warrants to purchase common stock and warrants to purchase preferred stock.

(4)There are hereby registered such indeterminate number of rights to purchase common stock as may be issued as a dividend for which no separate consideration will be received to holders of common stock and related securities entitling such holders to subscribe for and purchase common stock registered hereunder.

TABLE OF OTHER REGISTRANTS

Exact Name of Registrant Guarantor as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number
ATLANTIC AUTO FUNDING CORPORATION	Delaware	16-1480801
ATLANTIC AUTO SECOND FUNDING CORPORATION	Delaware	16-1502671
ATLANTIC AUTO THIRD FUNDING CORPORATION	Delaware	16-1505549
AUTO MALL PAYROLL SERVICES, INC.	Florida	65-0168491
AUTOMOTIVE MEDIA HOLDINGS, LLC	Delaware	27-0487960
BRETT MORGAN CHEVROLET-GEO, INC.	Delaware	62-1666250
CENTRAL FORD CENTER, INC.	Arkansas	71-0472936
CJNS, LLC	Delaware	86-1024936
CLASSIC AUTO GROUP, INC.	New Jersey	22-3115638
CLASSIC ENTERPRISES, LLC	Delaware	22-3115638
CLASSIC IMPORTS, INC.	New Jersey	22-3528527
CLASSIC MANAGEMENT COMPANY, INC.	New Jersey	22-3271563
CLASSIC MOTOR SALES, LLC	Delaware	22-3555425
CLASSIC NISSAN OF TURNERSVILLE, LLC	Delaware	52-2097845
CLASSIC OLDSMOBILE-PONTIAC-GMC TRUCK, LTD.	Texas	74-2355160
CLASSIC SPECIAL ADVERTISING, INC.	Texas	74-2821777
CLASSIC SPECIAL AUTOMOTIVE GP, LLC	Texas	74-2974762
CLASSIC SPECIAL AUTOMOTIVE, LTD.	Texas	74-2974762
CLASSIC SPECIAL HYUNDAI, LTD.	Texas	74-2974736
CLASSIC SPECIAL, LLC	Texas	74-2974736
CLASSIC TURNERSVILLE, INC.	New Jersey	22-3523436
COUNTY AUTO GROUP PARTNERSHIP	New Jersey	13-3678489
COVINGTON PIKE DODGE, INC.	Delaware	62-1470261
CYCLE HOLDINGS, LLC	Delaware	26-1860955
D. YOUNG CHEVORLET, LLC	Delaware	35-2035177
DAN YOUNG CHEVROLET, INC.	Indiana	35-1123225
DAN YOUNG MOTORS, LLC	Delaware	35-2035179
DANBURY AUTO PARTNERSHIP	Connecticut	06-1349205
DEALER ACCESSORIES, LLC	Delaware	26-0111056
DIFEO CHRYSLER PLYMOUTH JEEP EAGLE PARTNERSHIP	New Jersey	22-3186252
DIFEO HYUNDAI PARTNERSHIP	New Jersey	22-3186280
DIFEO LEASING PARTNERSHIP	New Jersey	22-3193493
DIFEO NISSAN PARTNERSHIP	New Jersey	22-3186257
DIFEO PARTNERSHIP, LLC	Delaware	22-3145559
DIFEO TENAFLY PARTNERSHIP	New Jersey	22-3186285
EUROPA AUTO IMPORTS, INC.	California	95-2305855
FLORIDA CHRYSLER PLYMOUTH, INC.	Florida	59-2676162
FRN OF TULSA, LLC	Delaware	74-2870051
GENE REED CHEVROLET, INC.	South Carolina	57-0714181
GMG MOTORS, INC.	California	95-2691214
GOODSON NORTH, LLC	Delaware	74-2962022
GOODSON SPRING BRANCH, LLC	Delaware	74-2962017
HBL, LLC	Delaware	38-3635872
HILL COUNTRY IMPORTS, LTD.	Texas	74-2585314

Exact Name of Registrant Guarantor as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number
HT AUTOMOTIVE, LLC	Delaware	41-2251059
HUDSON MOTORS PARTNERSHIP	New Jersey	22-3186282
KMT/UAG, INC.	California	95-3189650
LANDERS AUTO SALES, LLC	Delaware	84-1664308
LANDERS BUICK-PONTIAC, INC.	Arkansas	71-0765000
LANDERS FORD NORTH, INC.	Arkansas	71-0833592
LATE ACQUISITION I, LLC	Delaware	33-1011098
LATE ACQUISITION II, LLC	Delaware	33-1011096
MICHAEL CHEVROLET-OLDSMOBILE, INC.	South Carolina	57-0917132
MOTORCARS ACQUISITION III, LLC	Delaware	38-3526235
MOTORCARS ACQUISITION IV, LLC	Delaware	38-3569545
MOTORCARS ACQUISITION V, LLC	Delaware	87-0721680
MOTORCARS ACQUISITION VI, LLC	Delaware	86-1121782
MOTORCARS ACQUISITION, LLC	Delaware	38-3526432
NATIONAL CITY FORD, INC.	Delaware	33-0834429
OCT PARTNERSHIP	New Jersey	22-3248303
PAG ACQUISITION 27, LLC	Delaware	27-0398643
PAG ACQUISITION 28, LLC	Delaware	27-0398588
PAG ACQUISITION 44, LLC	Delaware	n/a
PAG ACQUISITION 45, LLC	Delaware	n/a
PAG ACQUISITION 46, LLC	Delaware	n/a
PAG ACQUISITION 47, LLC	Delaware	n/a
PAG ANNAPOLIS JL1, LLC	Delaware	46-3695869
PAG ARKANSAS F1, LLC	Delaware	45-3265105
PAG ARKANSAS F2, LLC	Delaware	45-4552146
PAG ATLANTA MANAGEMENT, INC.	Delaware	13-3865530
PAG AUSTIN H1, LLC	Delaware	n/a
PAG AZ PROPERTIES, LLC	Delaware	26-1377262
PAG BEDFORD A1, LLC	Delaware	27-3969879
PAG BEDFORD P1, LLC	Delaware	27-3969933
PAG BEDFORD PROPERTIES, LLC	Delaware	n/a
PAG CHANTILLY M1, LLC	Delaware	26-1377251
PAG CLOVIS T1, INC.	Delaware	26-1857570
PAG CONNECTICUT LR1, LLC	Delaware	47-2218165
PAG CYCLES MI, LLC	Delaware	46-3817133
PAG DAVIE P1, LLC	Delaware	46-3687094
PAG DISTRIBUTOR S1, LLC	Delaware	87-0766681
PAG EAST, LLC	Delaware	35-2036025
PAG EDISON B1, LLC	Delaware	n/a
PAG GOODYEAR F1, LLC	Delaware	86-1024935
PAG GREENWICH B1, LLC	Delaware	n/a
PAG GREENWICH HOLDINGS, LLC	Delaware	46-4033557
PAG INTERNATIONAL SERVICES, LLC	Delaware	46-4042748

Exact Name of Registrant Guarantor as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number
PAG INVESTMENTS, LLC	Delaware	27-5082711
PAG MADISON L1, LLC	Delaware	46-0992715
PAG MADISON T1, LLC	Delaware	46-0983205
PAG MARIN M1, INC.	Delaware	27-4171554
PAG MCALLEN H1, LLC	Delaware	46-3643632
PAG MCALLEN T1, LLC	Delaware	46-3655017
PAG MENTOR A1, INC.	Ohio	34-1403202
PAG MICHIGAN HOLDINGS, LLC	Delaware	30-0193048
PAG NORTH SCOTTSDALE BE, LLC	Delaware	26-1363608
PAG NORTHERN CALIFORNIA MANAGEMENT, INC.	Delaware	27-1068131
PAG ONTARIO B1, INC.	Delaware	46-0738871
PAG ORANGE COUNTY MANAGEMENT COMPANY, INC.	Delaware	45-3981423
PAG ORANGE COUNTY RR1, INC.	Delaware	45-4896142
PAG ORLANDO GENERAL, LLC	Delaware	26-1207380
PAG ORLANDO LIMITED, LLC	Delaware	26-1206643
PAG ORLANDO PARTNERSHIP, LTD.	Florida	26-1340023
PAG SAN FRANCISCO N1, INC.	Delaware	27-3979807
PAG SANTA ANA AVW, INC.	Delaware	27-1339782
PAG SANTA ANA B1, INC.	Delaware	45-2267865
PAG SURPRISE T1, LLC	Delaware	n/a
PAG TEMPE M1, LLC	Delaware	26-1377292
PAG TEXAS MANAGEMENT COMPANY, LLC	Delaware	45-3981193
PAG TURNERSVILLE AU, LLC	Delaware	26-4426061
PAG WEST ACQUISITION 7, INC.	Delaware	n/a
PAG WEST ACQUISITION 8, INC.	Delaware	n/a
PAG WEST ACQUISITION 9, INC.	Delaware	n/a
PAG WEST BAY MIT, LLC	Delaware	27-3042965
PAG WEST, LLC	Delaware	13-3914611
PALM AUTO PLAZA, LLC	Delaware	65-1272503
PEACHTREE NISSAN, INC	Georgia	58-1273321
PENSKE CAR RENTAL (DT) MEMPHIS, LLC	Delaware	32-0442689
PENSKE CAR RENTAL HOLDINGS, LLC	Delaware	46-0788554
PENSKE CAR RENTAL INDIANA, LLC	Delaware	80-0877574
PENSKE CAR RENTAL MEMPHIS, LLC	Delaware	35-2452611
PETER PAN MOTORS, INC.	California	94-1747384
PMRC, LLC	Delaware	22-3881752
RELENTLESS PURSUIT ENTERPRISES, INC.	California	93-1008771
SA AUTOMOTIVE, LTD.	Arizona	86-0583813
SAU AUTOMOTIVE, LTD.	Arizona	86-0839423
SCOTTSDALE 101 MANAGEMENT, LLC	Delaware	n/a
SCOTTSDALE FERRARI, LLC	Arizona	86-0981831
SCOTTSDALE JAGUAR, LTD.	Arizona	86-0527896
SCOTTSDALE MANAGEMENT GROUP, LTD.	Arizona	86-0573438
SCOTTSDALE PAINT & BODY, LLC	Delaware	n/a
SDG AUTOMOTIVE INVESTMENTS, LLC	Ohio	20-1680626
SIGMA MOTORS INC.	Arizona	86-1047752
SK MOTORS, LLC	Delaware	32-0212884
SL AUTOMOTIVE, LLC	Delaware	38-3763696
SOMERSET MOTORS PARTNERSHIP	New Jersey	22-3186283

Exact Name of Registrant Guarantor as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number
SOMERSET MOTORS, INC.	New Jersey	22-2986160
SUN MOTORS, LLC	Delaware	30-0438071
TAMBURRO ENTERPRISES, INC.	Nevada	88-0485938
UAG ARKANSAS FLM, LLC	Delaware	87-0766675
UAG ATLANTA H1, LLC	Delaware	30-0282545
UAG ATLANTA IV MOTORS, INC.	Georgia	58-1092076
UAG CAPITOL, INC.	Delaware	76-0759095
UAG CAROLINA, INC.	Delaware	13-3959601
UAG CENTRAL NJ, LLC	Delaware	90-0131625
UAG CENTRAL REGION MANAGEMENT, LLC	Indiana	38-3537233
UAG CHANTILLY AU, LLC	Delaware	87-0766680
UAG CHCC, INC.	New Jersey	22-2990922
UAG CHEVROLET, INC.	New Jersey	22-2762327
UAG CITRUS MOTORS, LLC	Delaware	59-3525335
UAG CLASSIC, INC.	Delaware	13-3987807
UAG CLOVIS, INC.	Delaware	76-0759096
UAG CONNECTICUT, LLC	Delaware	06-1589742
UAG DULUTH, INC.	Texas	58-1786146
UAG EAST, LLC	Delaware	13-3944970
UAG ESCONDIDO A1, INC.	Delaware	20-3697398
UAG ESCONDIDO H1, INC.	Delaware	20-3697348
UAG ESCONDIDO M1, INC.	Delaware	20-3697423
UAG FAYETTEVILLE I, LLC	Delaware	71-0858576
UAG FAYETTEVILLE II, LLC	Delaware	71-0858577
UAG FAYETTEVILLE III, LLC	Delaware	71-0858578
UAG FINANCE COMPANY, INC.	Delaware	13-3953915
UAG GRACELAND II, INC.	Delaware	13-3991339
UAG HOUSTON ACQUISITION, LTD.	Texas	38-3542915
UAG HUDSON CJD, LLC	Delaware	87-0766678
UAG HUDSON, INC.	New Jersey	22-1919268
UAG INTERNATIONAL HOLDINGS, INC.	Delaware	51-0393682
UAG KISSIMMEE MOTORS, LLC	Delaware	58-2361341
UAG LANDERS SPRINGDALE, LLC	Delaware	71-0846659
UAG LOS GATOS, INC.	Delaware	76-0759098
UAG MARIN, INC.	Delaware	76-0759100
UAG MEMPHIS II, INC.	Delaware	62-1722683
UAG MEMPHIS IV, INC.	Delaware	62-1722679
UAG MEMPHIS MANAGEMENT, INC.	Delaware	62-1722677
UAG MENTOR ACQUISITION, LLC	Delaware	38-3553602
UAG MICHIGAN CADILLAC, LLC	Delaware	38-3543705
UAG MICHIGAN H1, LLC	Delaware	42-1539792
UAG MICHIGAN PONTIAC-GMC, LLC	Delaware	38-3543709
UAG MICHIGAN T1, LLC	Delaware	38-3543711
UAG MICHIGAN TMV, LLC	Delaware	38-3544903

Exact Name of Registrant Guarantor as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number
UAG MINNEAPOLIS B1, LLC	Delaware	76-0819658
UAG NANUET II, LLC	Delaware	22-3784978
UAG NORTHEAST, LLC	Delaware	13-3914694
UAG REALTY, LLC	Delaware	38-3543708
UAG ROYAL PALM M1, LLC	Delaware	06-1774003
UAG ROYAL PALM, LLC	Delaware	80-0072974
UAG SAN DIEGO A1, INC.	Delaware	20-3697335
UAG SAN DIEGO AU, INC.	Delaware	20-3955972
UAG SAN DIEGO H1, INC.	Delaware	20-3697304
UAG SAN DIEGO JA, INC.	Delaware	47-0957524
UAG SAN DIEGO MANAGEMENT, INC.	Delaware	20-3955897
UAG STEVENS CREEK II, INC.	Delaware	47-0957526
UAG TEXAS II, INC.	Delaware	13-3933083
UAG TEXAS, LLC	Delaware	13-3933080
UAG TULSA HOLDINGS, LLC	Delaware	51-0410923
UAG TURNERSVILLE REALTY, LLC	Delaware	38-3543708
UAG VK, LLC	Delaware	38-3590846
UAG WEST BAY AM, LLC	Delaware	61-1442389
UAG WEST BAY FM, LLC	Delaware	86-1088680
UAG WEST BAY IA, LLC	Delaware	30-0150593
UAG WEST BAY IAU, LLC	Delaware	61-1442390
UAG WEST BAY IB, LLC	Delaware	35-2196049
UAG WEST BAY II, LLC	Delaware	38-3672787
UAG WEST BAY IL, LLC	Delaware	30-0150590
UAG WEST BAY IM, LLC	Delaware	37-1458215
UAG WEST BAY IN, LLC	Delaware	04-3805793
UAG WEST BAY IP, LLC	Delaware	32-3360132
UAG WEST BAY IV, LLC	Delaware	32-0060125
UAG WEST BAY IW, LLC	Delaware	36-4521984
UAG YOUNG II, INC.	Delaware	13-3985679
UAG-CARIBBEAN, INC.	Delaware	13-3980142
UNITED AUTO LICENSING, LLC	Delaware	38-3556189
UNITED AUTO SCOTTSDALE PROPERTY HOLDINGS, LLC	Delaware	86-1123497
UNITED AUTOCARE PRODUCTS, LLC	Delaware	13-3922210
UNITED NISSAN, INC.	Georgia	58-2038392
UNITED NISSAN, INC.	Tennessee	62-0790848
UNITED RANCH AUTOMOTIVE, LLC	Delaware	86-1008720
UNITEDAUTO DODGE OF SHREVEPORT, INC.	Delaware	72-1393145
UNITEDAUTO FIFTH FUNDING, INC.	Delaware	16-1549850
UNITEDAUTO FINANCE, INC.	Delaware	16-1456003
UNITEDAUTO FOURTH FUNDING INC.	Delaware	16-1543345
WEST PALM AUTO MALL, INC.	Florida	65-0050208

Exact Name of Registrant Guarantor as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number
WEST PALM NISSAN, LLC	Delaware	06-1773996
WESTBURY SUPERSTORE, LTD.	New York	11-2983989
WTA MOTORS, LTD.	Texas	33-1011102
YOUNG MANAGEMENT GROUP, INC.	Indiana	35-1897920

(1)  The address of each guarantor is 2555 Telegraph Road, Bloomfield Hills, MI 48302.

c/o Penske Automotive Group, Inc.

2555 Telegraph Road

Bloomfield Hills, Michigan 48302

(248) 648-2500

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Each of the Co-Registrant’s Principal Executive Offices)

Shane M. Spradlin

 Executive Vice President and General Counsel

2555 Telegraph Road

Bloomfield Hills, Michigan 48302

Telephone No.: (248) 648-2560

Facsimile No.: (248) 648-2515

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service of Process for Each of the Co-Registrants)

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (Registration No. 333-193394) of Penske Automotive Group, Inc. (the “Company”) and its subsidiary guarantor registrants (the “Registration Statement”) is being filed to (i) add PAG McAllen H1, LLC and PAG McAllen T1, LLC, both subsidiaries of the Company, as co-registrants that are, or may potentially be, guarantors of some or all of the debt securities with respect to which offers and sales are registered under this Registration Statement, (ii) change the name of co-registrants PAG Acquisition 36, LLC and PAG Acquisition 43, LLC to Penske Car Rental (DT) Memphis, LLC and PAG Connecticut LR1, LLC, respectively, and (iii) remove Goodson-Pontiac-GMC, LLC, JS Imports, LLC, KMPB, LLC, Landers United Auto Group No. 2, Inc., Motorcars Acquisition II, LLC, PAG Arkansas MIT, LLC, PAG Austin S1, LLC, PAG Avondale H1, LLC, PAG Michigan S1, LLC, PAG San Jose S1, Inc., Penske Direct, Inc., Penske Wholesale Outlet, LLC, Tri-City Leasing, Inc., Turnersville Auto Outlet, LLC, UAG GD, Ltd., UAG GN, Ltd., UAG GP, Ltd., UAG GW, Ltd., UAG Michigan H2, LLC, UAG Nevada Land, LLC, UAG Oldsmobile of Indiana, LLC, UAG Phoenix VC, LLC, UAG Spring, LLC, UAG Sunnyvale, Inc., UAG Turnersville Motors, LLC, United Ford Broken Arrow, LLC, United Ford North, West Palm S1, LLC and Young Automotive Holdings, LLC because the Company cancelled or dissolved these entities.  The impact of these changes is reflected in the Company’s annual report on Form 10-K as amended by the Company’s Form 8-K filed on November 18, 2014.  No changes or additions are being made hereby to the base prospectus that already forms a part of the Registration Statement.  Accordingly, such base prospectus is being omitted from this filing.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution

The following table sets forth the estimated expenses to be borne by us in connection with the issuance and distribution of the securities registered hereby:

SEC registration fee	$	*
Printing expenses	**
Legal fees and expenses	**
Accounting fees and expenses	**
Trustee fees and expenses	**
Miscellaneous	**
Total	$	**

*The registrant is registering an indeterminate amount of securities under this registration statement and, in accordance with Rules 456(b) and 457(r), the registrant is deferring payment of any additional registration fee until the time that the securities are sold under this registration statement pursuant to a prospectus supplement.

**Not presently known.

Item 15.  Indemnification of Directors and Officers

The restated certificate of incorporation of Penske Automotive Group, Inc. (“Penske Automotive Group”) provides that a director of Penske Automotive Group will not be liable to Penske Automotive Group or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that an exemption from liability or limitation of liability is not permitted under the Delaware General Corporation law (“DGCL”). Based on the DGCL as presently in effect, a director of Penske Automotive Group will not be personally liable to Penske Automotive Group or its stockholders for monetary damages for breach of fiduciary duty as a director, except: (1) for any breach of the director’s duty of loyalty to Penske Automotive Group or its stockholders; (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (3) under Section 174 of the DGCL, which concerns unlawful payments of dividends, stock purchases or redemptions; or (4) for any transactions from which the director derived an improper personal benefit.

While these provisions give directors protection from awards for monetary damages for breaches of their duty of care, they do not eliminate the duty. Accordingly, Penske Automotive Group’s certificate of incorporation will have no effect on the availability of equitable remedies such as injunction or rescission based on a director’s breach of his or her duty of care.

Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for payments of unlawful dividends or unlawful stock repurchases, redemptions or other distributions, or (iv) for any transactions from which the director derived an improper personal benefit.

The Restated Certificate of Incorporation and the By-laws of Penske Automotive Group provide that Penske Automotive Group will indemnify its directors and officers to the fullest extent permitted by law and that no director shall be liable for monetary damages to Penske Automotive Group or its stockholders for any breach of fiduciary duty, except to the extent provided by applicable law. Penske Automotive Group maintains standard policies of directors’ and officers’ liability insurance.

Arizona Registrants:

The registrants organized as corporations under Arizona law are subject to the provisions of the Arizona Corporations and Associations Act (“ACAA”). Section 10-851 of the ACAA provides that, subject to certain limitations, a corporation may indemnify a director against liability incurred in the proceeding if all of certain specified conditions exist, or as provided in the corporation’s articles of incorporation. A corporation may not indemnify a director who was adjudged liable on the basis that financial benefit was improperly received by the director. Indemnification is limited to reasonable expenses incurred in connection with the proceeding.

II-1

Section 10-851 of the ACAA permits an Arizona corporation to eliminate or limit in its articles of incorporation the liability of a director to the corporation or its shareholders for money damages for any action taken or any failure to take any action as a director, except under certain specified circumstances and permits an Arizona corporation to include in its articles of incorporation a provision permitting or making obligatory indemnification of a director for liability to any person for any action taken, or any failure to take any action, as a director, except for certain exceptions.

The articles of incorporation of SA Automotive, Ltd., Scottsdale Jaguar, Ltd., and Scottsdale Management Group, Ltd., and Sigma Motors Inc. provide that no director of the corporation shall be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, subject to certain limitations. In addition, these articles of incorporation provide that each corporation shall indemnify any and all of its existing and former directors, officers, employees, and agents for expenses incurred in any legal action brought or threatened against them for any action or omission alleged to have been committed while acting within the scope of their position at the corporation, subject to certain limitations.

The articles of incorporation of Sigma Motors Inc. provide that the corporation shall indemnify any person who incurs expenses or liabilities by reason of the fact he or she is or was an officer, director, employee or agent of the corporation, and is mandatory in all circumstances in which indemnification is permitted by law. The articles of incorporation further provide that, to the fullest extent permitted by Arizona law, a director of the corporation shall not be liable to the corporation or its shareholders for monetary damages for any action taken or any failure to take any action as a director.

Scottsdale Ferrari, LLC is subject to the Arizona Limited Liability Company Act (“ALLCA”). Section 29-610(A)(13) of the ALLCA permits a limited liability company to indemnify a member, manager, employee, officer, agent or any other person.

Arkansas Registrants:

The registrants organized as corporations under Arkansas law are subject to the provisions of the Arkansas Business Corporation Act (“ABCA”). Under Section 4-27-850 of the ABCA, a corporation has power to indemnify a director, officer, employee, or agent of the corporation against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. If the director, officer, employee, or agent is found to be liable to the corporation, indemnification is not permitted unless the court in which such action or suit was brought determines that the person is fairly and reasonably entitled to indemnity for such expenses which the court deems proper.

Section 4-27-202(b)(3) of the ABCA permits an Arkansas corporation to eliminate or limit in its articles of incorporation the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, subject to certain limitations.

The articles of incorporation of Landers Buick-Pontiac, Inc. provide that to the fullest extent permitted by the ABCA, a director of the corporation shall not be liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director. The articles of incorporation further provide that the corporation may indemnify any person who was, or is, a party, or is threatened to be made a party, to a proceeding to the fullest extent permitted by the ABCA.

The articles of incorporation of Landers Ford North, Inc. provide that to the fullest extent permitted by law, a director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director except under certain circumstances. The articles of incorporation and the bylaws of both registrants provide that the corporation shall indemnify, to the fullest extent permitted by Arkansas law, any person who was or is a party or is threatened to be made a party to a proceeding by reason of the fact that he is or was a director, officer, employee or agent of the corporation, under certain circumstances and subject to certain limitations, and these rights are not exclusive of any other indemnification rights granted by law or in other organizational documents.

California Registrants:

The registrants organized as corporations under California law are subject to the provisions of the California Corporations Code (“CCC”). Section 317 of the CCC authorizes a court to award, or a corporation’s board of directors to grant, indemnity to any agent of the corporation under certain circumstances and subject to certain limitations.

Section 204(a)(10) of the CCC permits a corporation to provide in its articles of incorporation that a director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of such director’s duties, subject to certain limitations.

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The articles of incorporation of Relentless Pursuit Enterprises, Inc. provide that the liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law. The articles of incorporation further provide that each corporation is authorized to provide indemnification of agents for breach of duty to the corporation and its stockholders through bylaw provisions or through agreements with agents or both, in excess of the indemnification otherwise permitted by the CCC, subject to the limits of the CCC.

The bylaws of KMT/UAG, Inc. and Relentless Pursuit Enterprises, Inc. permit each corporation to indemnify any director, officer, agent or employee as to those liabilities and on those terms and conditions that are specified in the CCC.

Connecticut Registrant:

Connecticut has no statute governing indemnification or limitation of liability for controlling persons, directors, or officers of general partnerships, and Danbury Auto Partnership’s organizational documents do not provide for indemnification or limitation of liability.

Delaware Registrants:

The registrants organized as corporations under Delaware law are subject to the provisions of the Delaware General Corporation Law. Section 145 of the Delaware General Corporation Law (“DGCL”) authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors, officers, employees and agents of the corporation under certain circumstances and subject to certain limitations.

Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, subject to certain limitations.

The certificates of incorporation of the Delaware corporate registrants generally provide for both limitation of liability and indemnification. The bylaws of the Delaware registrants generally provide for indemnification of directors and officers.

Section 18-108 of the Delaware Limited Liability Company Act (“DLLCA”) permits a limited liability company to indemnify any member or manager of the company from and against any and all claims and demands whatsoever.

Section 18-1101 of the DLLCA permits a limited liability company to provide in its limited liability company agreement that a member, manager or other person shall not be liable for breach of contract and breach of duties to the limited liability company or to another member or manager or to another person that is a party to or is otherwise bound by the limited liability company agreement, subject to certain limitations.

The operating agreements of the Delaware limited liability company registrants provide that a manager shall not be liable to the company or any other person for actions on behalf of the company or in furtherance of the company’s business, subject to certain limitations. The operating agreements further provide that the company shall indemnify any manager, member or other specified persons to the fullest extent provided or allowed by the DLLCA, subject to certain limitations.

Florida Registrants:

Section 607.0850 of the Florida Business Corporation Act (“FBCA”) authorizes a court to award, or a Florida incorporated registrant’s board of directors to grant, indemnity to officers, directors, employees or other agents of the corporation under certain circumstances and subject to certain limitations. In addition, Section 607.0831 of the FBCA provides that a director shall not be personally liable for monetary damages to the corporation or any other person for any statement, vote, decision or failure to act regarding corporate management or policy by such director, subject to certain limitations.

The bylaws of each of the Florida corporate registrants provide that the corporation shall indemnify directors, officers, employees, or agents to the extent and in the manner permitted by the FBCA, and that each corporation has the power to make further indemnification as permitted by the FBCA except to indemnify any person against gross negligence or willful misconduct.

Section 620.1303 of the Florida Revised Uniform Limited Partnership Act provides that a limited partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for an obligation of the limited partnership solely by reason of being a limited partner, even if the limited partner participates in the management and control of the limited partnership.

Georgia Registrants:

The registrants organized as corporations under Georgia law are subject to the provisions of the Georgia Business Corporation Code (“GBCC”). Section 14-2-851 of the GBCC permits a corporation to indemnify an individual who is a party to a proceeding because he

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or she is or was a director against liability incurred in the proceeding under certain circumstances. A corporation may not indemnify a director in connection with a proceeding by or in the right of the corporation, except for reasonable expenses if certain requirements are met, or if the director is found liable on the basis that personal benefit was improperly received by him or her, unless such indemnification is permitted by the articles of incorporation or bylaws, pursuant to Section 14-2-856 of the GBCC. Under Section 14-2-852 of the GBCC, a corporation is required to indemnify a director who was wholly successful in the defense of any proceeding to which he or she was a party because he or she was a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding. Section 14-2-854 permits a court to order indemnification or advance for expenses if it determines that the director is entitled to indemnification under specified circumstances. Section 14-2-857 permits indemnification of officers, if specified requirements are met.

In addition, Section 14-2-202(b)(4) of the GBCC provides that the articles of incorporation of a Georgia corporation may include a provision eliminating or limiting the liability of a director to the corporation or its shareholders for monetary damages for any action taken, or any failure to take any action, as a director, except for certain types of liability.

The articles of incorporation of United Nissan, Inc. provide that no director of the corporation shall have personal liability to the corporation or to its shareholders for monetary damages for breach of fiduciary duty of care or other duty as a director, subject to certain limitations.

The bylaws of Peachtree Nissan, Inc. and United Nissan, Inc. provide that each corporation shall indemnify and hold harmless directors, officers, employees and agents of the corporation in actions by persons other than the corporation and in actions by or in the name of the corporation, under certain circumstances and subject to certain limitations. The bylaws further provide that this indemnification is not exclusive of any other right to which the person indemnified is entitled. In addition, the United Nissan, Inc. bylaws provide that unless the articles of incorporation provide otherwise, a director or officer of the corporation may apply to court for indemnification, which the court may order if specified requirements are met, and that if authorized by the articles of incorporation or resolution approved by the shareholders, the corporation may indemnify or obligate itself to indemnify a director or officer regardless of the other limitations provided in the bylaws, subject to specified requirements.

Indiana Registrants:

The registrants organized as corporations under Indiana law are subject to the provisions of the Indiana Business Corporation Law (“IBCL”). Section 23-1-37-8 of the IBCL permits an Indiana corporation to indemnify directors against liability incurred in the proceeding if certain requirements are met. Section 23-1-37-9 of the IBCL requires a corporation to indemnify a director who was wholly successful in the defense of any proceeding to which the director was a party because the director is or was a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding. Under IBCL Section 23-1-37-11, unless a corporation’s articles of incorporation provide otherwise, a director may apply for indemnification to the court, which may order indemnification if it determines that the specified requirements are met. Unless the corporation’s articles of incorporation provide otherwise, officers and other employees may also be indemnified under Section 23-1-37-13 of the IBCL, under specified circumstances. Section 23-1-37-15 of the IBCL expressly permits a corporation to include additional indemnification rights in its articles of incorporation or bylaws.

The articles of incorporation of Dan Young Chevrolet, Inc. provide that the corporation shall indemnify directors, officers, employees, or agents of the corporation under specified circumstances, except if such person is found to be liable for negligence or misconduct in the performance of a duty to the corporation. The indemnification provided in the articles of incorporation is not exclusive of any rights to which such person may otherwise be entitled. The articles of incorporation of Young Management Group, Inc. provide that directors, officers, employees and agents of the corporation shall be indemnified if specified requirements are met, subject to certain limitations.

The registrants organized as limited liability companies under Indiana law are subject to the provisions of the Indiana Business Flexibility Act (“IBFA”). Section 23-18-4-4 of the IBFA provides that a limited liability company’s operating agreement may eliminate or limit the personal liability of a member or manager for monetary damages for breach of certain duties, and provide for indemnification of a member or manager for judgments, settlements, penalties, fines, or expenses incurred in a proceeding to which a person is a party because the person is or was a member or manager.

Nevada Registrant:

Section 78.7502 of the General Corporation Law of Nevada (“GCLN”) authorizes a court to award, or a corporation’s board of directors to grant, indemnity to officers and directors of the corporation under certain circumstances and subject to certain limitations. In addition, Section 78.138(7) of the GCLN provides that, unless the articles of incorporation or an amendment thereto filed after October 1, 2003 provide for greater individual liability, a director or officer is not individually liable to the corporation or its stockholders or creditors for any damages as a result of any act or failure to act in such person’s capacity as a director or officer unless

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it is proven that (i) such person’s act or failure to act constituted a breach of his or her fiduciary duties as a director or officer and (ii) such person’s breach of those duties involved intentional misconduct, fraud or a knowing violation of law.

The articles of incorporation of Tamburro Enterprises, Inc. provide that no director or officer shall have personal liability to the corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, subject to certain limitations. The bylaws of Tamburro Enterprises, Inc. provide that the corporation must indemnify, to the maximum extent permitted by the GCLN, directors, officers, employees or agents of the corporation, under specified circumstances. The bylaws further provide that this right does not exclude any other rights to which a person seeking indemnification may be entitled under any article of incorporation, agreement, or otherwise.

New Jersey Registrants:

The New Jersey Business Corporation Act (“NJBCA”) governs the corporations organized in New Jersey. Section 14A:3-5 of the NJBCA permits a New Jersey corporation to indemnify a corporate agent (which includes directors, officers, employees or agents) against expenses and liabilities in connection with any proceeding involving the corporate agent by reason of his being or having been such a corporate agent, other than a proceeding by or in the right of the corporation, if certain requirements are met. In addition, a corporation may indemnify a corporate agent against expenses in connection with any proceeding by or in the right of the corporation which involves the corporate agent, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation. However, in such proceeding no indemnification may be provided if the corporate agent has been adjudged to be liable to the corporation, except to the extent that the court determines that the corporate agent is fairly and reasonably entitled to indemnity. A New Jersey corporation must indemnify a corporate agent against expenses to the extent the corporate agent has been successful on the merits or otherwise in any proceeding referred to above. Section 14A:3-5(8) of the NJBCA also expressly permits a corporation to include additional indemnification provisions in its organizational documents. Section 14A:2-7(3) of the NJBCA further states that the certificate of incorporation of a New Jersey corporation may provide that a director or officer shall not be personally liable, or shall be liable only to the extent provided, to the corporation or its shareholders for damages for breach of any duty owed to the corporation or its shareholders, except in certain circumstances.

The articles of incorporation of Classic Auto Group, Inc., Classic Management Company, Inc., and UAG CHCC, Inc. provide that no director or officer of the corporation shall be personally liable to the corporation or its shareholders for damages for breach of any duty owed to the corporation or its shareholders, except in accordance with the NJBCA.

The bylaws of the New Jersey registrants generally provide that each corporation shall indemnify any corporate agent to the fullest extent permitted by the NJBCA, subject to specified limitations. The bylaws of Classic Auto Group, Inc., Classic Turnersville, Inc., UAG CHCC, Inc., and UAG Chevrolet, Inc. also permit the board of directors to similarly indemnify any corporation agent in connection with specified proceedings.

The New Jersey Uniform Partnership Act (1996) contains no provisions for indemnification or limitation of liability, and the New Jersey general partnership registrants’ organizational documents do not provide for indemnification or limitation of liability.

New York Registrant:

Westbury Superstore, Ltd. is subject to the provisions of the New York Business Corporation Law (“NYBCL”). Section 722 of the NYBCL provides that a corporation may indemnify its directors or officers, if certain requirements are met and subject to certain limitations. Section 724 of the NYBCL provides that, notwithstanding the failure of a corporation to provide indemnification, and despite any contrary resolution of the board or shareholders, indemnification shall be awarded by a court to the extent authorized under the NYBCL, upon application of the director or officer, subject to certain limitations. Section 721 provides that the indemnification provisions of the NYBCL are not exclusive of any other rights to which a director or officer seeking indemnification may be entitled, subject to certain limitations.

Ohio Registrants:

PAG Mentor A1, Inc. is subject to the provisions of the Ohio General Corporation Law (“OGCL”). Section 1701.13(E) of the OGCL authorizes a court to award, or a corporation’s board of directors to grant, indemnity to an officer, director, employee or agent of the corporation under certain circumstances and subject to certain limitations. In addition, Section 1701.59(E) provides that, unless otherwise provided in the articles of incorporation or bylaws, a director shall be liable in damages for any action that the director takes or fails to take as a director only if it is proved by clear and convincing evidence in a court of competent jurisdiction that the director’s action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the corporation or undertaken with reckless disregard for the best interests of the corporation.

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The certificate of incorporation of PAG Mentor A1, Inc. provides that the corporation may indemnify or agree to indemnify directors, officers, employees, or agents of the corporation under certain circumstances and subject to certain limitations. The certificate of incorporation provides that a director, officer, employee, or agent who has been successful in a proceeding shall be indemnified, if specified conditions are met. The indemnification provided in the certificate of incorporation is not exclusive of any other rights to which the person seeking indemnification may be entitled. The bylaws of PAG Mentor A1, Inc. further provide that the corporation shall indemnify directors, officers, employees and agents to the fullest extent permitted by law, and that this right is not exclusive of any other rights to which the person seeking indemnification may be entitled.

SDG Automotive Investments, LLC is organized as a limited liability company under the laws of Ohio.

SDG Automotive Investments, LLC is subject to the provisions of the Ohio Revised Code (“ORC”). Section 1705.32 of the ORC permits a limited liability company to indemnify any person. Furthermore, Section 1705.29(D) of the ORC provides that, unless otherwise provided in the articles of incorporation or operating agreement, a manager of a limited liability company shall be liable for damages for any action that such manager takes or fails to take as a manager only if it is proved by clear and convincing evidence in a court with jurisdiction that his action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the company or undertaken with reckless disregard for the best interests of the company.

South Carolina Registrants:

The registrants organized as corporations under South Carolina law are subject to the provisions of the South Carolina Code of Laws (“SCCL”). In particular, Article 5 of Chapter 8 of the SCCL authorizes a corporation to indemnify a director against liability incurred in the proceeding if certain conditions are met and, unless the corporation’s articles of incorporation provide otherwise, authorizes a corporation to indemnify an officer, employee, or agent of the corporation who is not a director under specified circumstances. Unless the corporation’s articles of incorporation provide otherwise, a South Carolina corporation must indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he was a party because he is or was a director of the corporation. However, a South Carolina corporation may not indemnify a director under Article 5 of Chapter 8 of the SCCL (1) in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or (2) in connection with any other proceeding charging improper personal benefit to him, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him. Unless a corporation’s articles of incorporation provide otherwise, a director may apply for indemnification to a court of competent jurisdiction, which may order indemnification if it determines that the director is entitled to it. In addition, Section 33-2-102(e) of the SCCL permits a South Carolina corporation that meets certain specified criteria to include in its articles of incorporation provision eliminating or limiting the personal liability of a director to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, provided that the provision may not eliminate or limit the liability of a director under certain circumstances.

The bylaws of Gene Reed Chevrolet, Inc. provide that the corporation shall indemnify and save harmless all directors, officers, employees or agents of the corporation to the fullest extent permitted by the SCCL. The bylaws of Michael Chevrolet-Oldsmobile, Inc. provide that unless otherwise provided in the articles of incorporation, the corporation shall indemnify its directors under certain specified circumstances, and subject to certain limitations, and may indemnify officers, employees or agents of the corporation, as determined by the board of directors.

Tennessee Registrant:

United Nissan, Inc. is subject to the provisions of Title 48 of the Tennessee Code (“TC”). In particular, Section 48-18-502 of the TC authorizes a court to award, or a corporation’s board of directors to grant, indemnity to an officer, director, employee or agent of the corporation under certain circumstances and subject to certain limitations. Section 48-18-503 provides that, unless limited by its charter, a corporation must indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party under specified circumstances. Additionally, Section 48-12-102(b) permits a Tennessee corporation to include in its charter a provision eliminating or limiting the personal liability of a director to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, subject to certain limitations.

The charter of United Nissan, Inc. provides that no director shall be liable to the corporation or to its shareholders for monetary damages for breach of fiduciary duty, subject to certain limitations. The charter further provides that the directors, officers, employees and agents of the corporation shall be entitled to indemnification in accordance with the TC and in certain specified circumstances, and that these rights do not affect any rights to indemnification to which directors, officers, employees or agents may be entitled by contract or under the TC. The bylaws of United Nissan, Inc. provide that the corporation shall indemnify officers and directors under certain circumstances and subject to certain limitations.

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Texas Registrants:

Section 8.003 of Title 1 of the Texas Business Organizations Code (“TBOC”) provides that the certificate of formation of a corporation may restrict the circumstances under which the corporation must or may indemnify a person. Sections 8.051 and 8.101 of the TBOC provides that a corporation must indemnify a governing person, former governing person, or delegate in connection with a proceeding in which the person is a respondent because the person is or was a governing person or delegate if the person is wholly successful in the defense of the proceeding, and may indemnify such a person under certain other circumstances and subject to certain limitations. Section 8.052 permits a court to order a corporation to indemnify a governing person, former governing person, or delegate to the extent the court determines that the person is fairly and reasonably entitled to indemnification in view of all the relevant circumstances. In addition, Section 7.001 of Title 1 of the TBOC allows a Texas corporation in its certificate of formation to provide that a governing person of the organization is not liable, or is liable only to the extent provided by the certificate of formation or similar instrument, to the organization or its owners or members for monetary damages for an act or omission by the person in the person’s capacity as a governing person, except under certain circumstances.

The bylaws of Classic Special Advertising, Inc. provide that the corporation shall indemnify its directors and officers to the maximum extent permitted by the TBOC, subject to certain limitations, and that this provision is not exclusive of any other rights to which an officer or director may be entitled under any bylaw, agreement, insurance policy, or otherwise.

Sections 8.051 and 8.101 of Title 1 of the TBOC provides that a limited partnership must indemnify a governing person, former governing person, or delegate in connection with a proceeding in which the person is a respondent because the person is or was a governing person or delegate if the person is wholly successful in the defense of the proceeding, and may indemnify such a person under certain other circumstances and subject to certain limitations. Section 8.052 permits a court to order a limited partnership to indemnify a governing person, former governing person, or delegate to the extent the court determines that the person is fairly and reasonably entitled to indemnification in view of all the relevant circumstances. In addition, Section Sec. 8.003. allows the written partnership agreement of a limited partnership to restrict the circumstances under which the limited partnership must or may indemnify or may advance expenses to a person.

The partnership agreements or limited liability company agreements of the Texas registrants provide for limitation of liability of the partners to the partnership or members

Item 16.  Exhibits

A list of exhibits filed with this registration statement is contained in the index to exhibits, which is incorporated by reference.

Item 17.  Undertakings

Each of the undersigned co-registrants hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii)To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i)Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii)Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.  Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, in a primary offering of securities of the registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)Any preliminary prospectus or prospectus of the registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)Any free writing prospectus relating to the offering prepared by or on behalf of the registrant or used or referred to by the registrant;

(iii)The portion of any other free writing prospectus relating to the offering containing material information about the registrant or its securities provided by or on behalf of the registrant; and

(iv)Any other communication that is an offer in the offering made by the registrant to the purchaser.

(6) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(7) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 15 or otherwise, the registrant has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

(8) That, for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(9) That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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(10) To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act (the TIA”) in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the TIA.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan on the 18th day of November, 2014.

	PENSKE AUTOMOTIVE GROUP, INC.
By:	/s/ David K. Jones
	David K. Jones
	Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on the 18th day of November, 2014.

Signature	Position
*		November 18, 2014
Roger S. Penske	Chairman and Chief Executive Officer
	(Principal Executive Officer)
*		November 18, 2014
David K. Jones	Executive Vice President and Chief Financial Officer
	(Principal Financial Officer)
*		November 18, 2014
J.D. Carlson	Senior Vice President and Corporate Controller
	(Principal Accounting Officer)
*		November 18, 2014
Robert H. Kurnick, Jr.	President and Director
*		November 18, 2014
John D. Barr	Director
*		November 18, 2014
Michael R. Eisenson	Director
*		November 18, 2014
William J. Lovejoy	Director
*		November 18, 2014
Kimberly J. McWaters	Director
*		November 18, 2014
Lucio A. Noto	Director
*		November 18, 2014
Sandra E. Pierce	Director
*		November 18, 2014
Ronald G. Steinhart	Director
*		November 18, 2014
H. Brian Thompson	Director

*By:	/s/ Shane M. Spradlin
	Shane M. Spradlin
	Attorney-in-fact

II-10

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert H. Kurnick, Jr. and Shane M. Spradlin, and each of them acting individually, as his attorney-in-fact, each with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this registration statement on Form S-3 (including post-effective amendments), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or any substitute, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on the 18th day of November, 2014.

/s/ Greg Penske		November 18, 2014
Greg Penske	Director
/s/Kanji Sasaki		November 18, 2014
Kanji Sasaki	Director

II-11

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on November 18, 2014.

Classic Auto Group, Inc.
Classic Enterprises, LLC
Classic Imports, Inc.
Classic Management Company, Inc.
Classic Motor Sales, LLC
Classic Nissan of Turnersville, LLC
Classic Turnersville, Inc.
Cycle Holdings, LLC
DiFeo Partnership LLC
HBL, LLC
PAG Annapolis JL1, LLC
PAG Chantilly M1, LLC
PAG Connecticut LR1, LLC
PAG East, LLC
PAG Edison B1, LLC
PAG Greenwich B1, LLC
PAG Greenwich Holdings, LLC
PAG Turnersville AU, LLC
Somerset Motors, Inc.
UAG Chantilly AU, LLC
UAG Hudson CJD, LLC
UAG Central NJ, LLC
UAG Classic, Inc.
UAG Connecticut, LLC
UAG Hudson, Inc.
UAG Nanuet II, LLC
UAG Northeast, LLC
UAG Turnersville Realty, LLC
UAG West Bay AM, LLC
UAG West Bay FM, LLC
UAG West Bay IA, LLC
UAG West Bay IAU, LLC
UAG West Bay IB, LLC
UAG West Bay II, LLC
UAG West Bay IL, LLC
UAG West Bay IM, LLC
UAG West Bay IN, LLC
UAG West Bay IP, LLC
UAG West Bay IW, LLC
By:	/s/ John Cragg
	John Cragg,
	Chairman of the Board

II-12

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert H. Kurnick, Jr. and Shane M. Spradlin, and each of them acting individually, as his attorney-in-fact, each with full power of substitution, for him in any and all capacities, to sign any and all amendments to this registration statement on Form S-3 (including post-effective amendments), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or any substitute, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
/s/ John Cragg	Chairman of the Board	November 18, 2014
John Cragg	(Principal Executive Officer)
/s/ David K. Jones	Assistant Treasurer and Director	November 18, 2014
David K. Jones	(Principal Accounting Officer and
	Principal Financial Officer)
/s/ Robert H. Kurnick, Jr.	Director	November 18, 2014
Robert H. Kurnick, Jr.

SIGNATURES

Pursuant to the requirements of the Securities Act, each of the has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on November 18, 2014.

PAG Atlanta Management, Inc.
By:	/s/ David K. Jones
	David K. Jones
	Assistant Treasurer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
*	President	November 18, 2014
R. Whitfield Ramonat	(Principal Executive Officer)
*	Assistant Treasurer and Director	November 18, 2014
David K. Jones	(Principal Accounting Officer and
	Principal Financial Officer)
*	Director	November 18, 2014
Robert H. Kurnick, Jr.

*By:	/s/ Shane M. Spradlin
	Shane M. Spradlin
	Attorney-in-fact

II-13

SIGNATURES

Pursuant to the requirements of the Securities Act, each of the Registrant’s has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on November 18, 2014.

County Auto Group Partnership
Danbury Auto Partnership
DiFeo Chrysler Plymouth Jeep Eagle Partnership
DiFeo Hyundai Partnership
DiFeo Leasing Partnership
DiFeo Nissan Partnership
DiFeo Tenafly Partnership
OCT Partnership
By: DiFeo Partnership, LLC
By:	/s/ David K. Jones
	David K. Jones,
	Assistant Treasurer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
*	Chairman of the Board	November 18, 2014
John Cragg	(Principal Executive Officer)
*	Assistant Treasurer and Director	November 18, 2014
David K. Jones	(Principal Accounting Officer and Principal
	Financial Officer)
*	Director	November 18, 2014
Robert H. Kurnick, Jr.

*By:	/s/ Shane M. Spradlin
	Shane M. Spradlin
	Attorney-in-fact

SIGNATURES

Pursuant to the requirements of the Securities Act, each of the Registrant’s has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on November 18, 2014.

Hudson Motors Partnership
By: DiFeo Partnership, LLC
By:	/s/ David K. Jones
	David K. Jones,
	Assistant Treasurer

II-14

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
*	Chairman of the Board	November 18, 2014
John Cragg	(Principal Executive Officer)
*	Assistant Treasurer and Director	November 18, 2014
David K. Jones	(Principal Accounting Officer and Principal Financial Officer)
*	Director	November 18, 2014
Robert H. Kurnick, Jr.

*By:	/s/ Shane M. Spradlin
	Shane M. Spradlin
	Attorney-in-fact

SIGNATURES

Pursuant to the requirements of the Securities Act, each of the Registrant’s has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on November 18, 2014.

Somerset Motors Partnership
By: DiFeo Partnership, LLC
By:	/s/ David K. Jones
	David K. Jones,
	Assistant Treasurer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
*	Chairman of the Board	November 18, 2014
John Cragg	(Principal Executive Officer)
*	Assistant Treasurer and Director	November 18, 2014
David K. Jones	(Principal Accounting Officer and Principal Financial Officer)
*	Director	November 18, 2014
Robert H. Kurnick, Jr.

*By:	/s/ Shane M. Spradlin
	Shane M. Spradlin
	Attorney-in-fact

II-15

SIGNATURES

Pursuant to the requirements of the Securities Act, each of the Registrant’s has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on November 18, 2014.

UAG East, LLC
United Auto Finance, Inc.
By:	/s/ David K. Jones
	David K. Jones,
	Assistant Treasurer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
*	President	November 18, 2014
John Cragg	(Principal Executive Officer)
*	Assistant Treasurer and Director	November 18, 2014
David K. Jones	(Principal Accounting Officer and Principal Financial Officer)
*	Director	November 18, 2014
Robert H. Kurnick, Jr.

*By:	/s/ Shane M. Spradlin
	Shane M. Spradlin
	Attorney-in-fact

SIGNATURES

Pursuant to the requirements of the Securities Act, each of the Registrant’s has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on November 18, 2014.

Late Acquisition I, LLC
By:	/s/ David K. Jones
	David K. Jones,
	Assistant Treasurer

II-16

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
*	President	November 18, 2014
Walter P. Czarnecki, Jr.	(Principal Executive Officer)
*	Assistant Treasurer and Director	November 18, 2014
David K. Jones	(Principal Accounting Officer and Principal Financial Officer)
*	Director	November 18, 2014
Robert H. Kurnick, Jr.

*By:	/s/ Shane M. Spradlin
	Shane M. Spradlin
	Attorney-in-fact

SIGNATURES

Pursuant to the requirements of the Securities Act, each of the Registrant’s has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on November 18, 2014.

PAG International Services, LLC
UAG International Holdings, Inc.
By:	/s/ David K. Jones
	David K. Jones,
	Treasurer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
*	Chairman of the Board	November 18, 2014
Roger S. Penske	(Principal Executive Officer)
*	Treasurer and Director	November 18, 2014
David K. Jones	(Principal Accounting Officer and Principal Financial Officer)
*	President and Director	November 18, 2014
Robert H. Kurnick, Jr.

*By:	/s/ Shane M. Spradlin
	Shane M. Spradlin
	Attorney-in-fact

II-17

SIGNATURES

Pursuant to the requirements of the Securities Act, each of the Registrant’s has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on November 18, 2014.

UAG Realty, LLC
By:	/s/ David K. Jones
	David K. Jones,
	Treasurer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
*	Chairman of the Board and President	November 18, 2014
Roger S. Penske	(Principal Executive Officer)
*	Treasurer and Director	November 18, 2014
David K. Jones	(Principal Accounting Officer and Principal Financial Officer)
*	President and Director	November 18, 2014
Robert H. Kurnick, Jr.

*By:	/s/ Shane M. Spradlin
	Shane M. Spradlin
	Attorney-in-fact

II-18

SIGNATURES

Pursuant to the requirements of the Securities Act, each of the Registrant’s has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on November 18, 2014.

CJNS, LLC	Peter Pan Motors, Inc.
Classic Special Advertising, Inc.	PMRC, LLC
Classic Special Automotive GP, LLC	Relentless Pursuit Enterprises, Inc.
Classic Special, LLC	SA Automotive, Ltd.
Europa Auto Imports, Inc.	SAU Automotive, Ltd.
GMG Motors, Inc.	Scottsdale 101 Management, LLC
Goodson North, LLC	Scottsdale Ferrari, LLC
Goodson Spring Branch, LLC	Scottsdale Management Group, Ltd.
HT Automotive, LLC	Scottsdale Paint & Body, LLC
KMT/UAG, Inc.	Sigma Motors, Inc.
Late Acquisition II, LLC	SK Motors, LLC
PAG Austin H1, LLC	SL Automotive, LLC
PAG AZ Properties, LLC	Sun Motors, LLC
PAG Clovis T1, Inc.	Tamburro Enterprises, Inc.
PAG Marin M1, Inc.	UAG Capitol, Inc.
PAG McAllen H1, LLC	UAG Clovis, Inc.
PAG McAllen T1, LLC	UAG Escondido A1, Inc.
PAG North Scottsdale BE, LLC	UAG Escondido H1, Inc.
PAG Northern California Management, Inc.	UAG Escondido M1, Inc.
PAG Ontario B1, Inc.	UAG Los Gatos, Inc.
PAG Orange County Management Company, Inc.	UAG Marin, Inc.
PAG Orange County RR1, Inc.	UAG San Diego A1, Inc.
PAG San Francisco N1, Inc.	UAG San Diego AU, Inc.
PAG Santa Ana AVW, Inc.	UAG San Diego H1, Inc.
PAG Santa Ana B1, Inc.	UAG San Diego Management, Inc.
PAG Surprise T1, LLC	UAG Stevens Creek II, Inc.
PAG Tempe M1, LLC	UAG Texas II, Inc.
PAG West Acquisition 7, Inc.	UAG Texas, LLC
PAG West Acquisition 8, Inc.	UAG VK, LLC
PAG West Acquisition 9, Inc.	United Ranch Automotive, LLC
	By:	/s/ Bernard W. Wolfe
		Bernard W. Wolfe,
		Chairman of the Board

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert H. Kurnick, Jr. and Shane M. Spradlin, and each of them acting individually, as his attorney-in-fact, each with full power of substitution, for him in any and all capacities, to sign any and all amendments to this registration statement on Form S-3 (including post-effective amendments), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or any substitute, may do or cause to be done by virtue hereof.

II-19

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
/s/ Bernard W. Wolfe	Chairman of the Board	November 18, 2014
Bernard W. Wolfe	(Principal Executive Officer)
/s/ David K. Jones	Assistant Treasurer and Director	November 18, 2014
David K. Jones	(Principal Accounting Officer and
	Principal Financial Officer)
/s/ Robert H. Kurnick, Jr.	Director	November 18, 2014
Robert H. Kurnick, Jr.

SIGNATURES

Pursuant to the requirements of the Securities Act, each of the Registrant’s has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on November 18, 2014.

PAG Texas Management Company, LLC
PAG West, LLC
By:	/s/ David K. Jones
	David K. Jones,
	Assistant Treasurer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
*	President	November 18, 2014
Bernard W. Wolfe	(Principal Executive Officer)
*	Assistant Treasurer and Director	November 18, 2014
David K. Jones	(Principal Accounting Officer and
	Principal Financial Officer)
*	Director	November 18, 2014
Robert H. Kurnick, Jr.

*By:	/s/ Shane M. Spradlin
	Shane M. Spradlin
	Attorney-in-fact

II-20

SIGNATURES

Pursuant to the requirements of the Securities Act, each of the Registrant’s has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on November 18, 2014.

Automotive Media Holdings, LLC	Peachtree Nissan, Inc.
Central Ford Center, Inc.	UAG Carolina, Inc.
Covington Pike Dodge, Inc.	UAG CHCC, Inc.
Florida Chrysler Plymouth, Inc.	UAG Chevrolet, Inc.
Gene Reed Chevrolet, Inc.	UAG Citrus Motors, LLC
Landers Buick-Pontiac, Inc.	UAG Graceland II, Inc.
Landers Ford North, Inc.	UAG Memphis IV, Inc.
Michael Chevrolet-Oldsmobile, Inc	UAG Michigan Cadillac, LLC
Motorcars Acquisition III, LLC	UAG Michigan Pontiac-GMC, LLC
Motorcars Acquisition VI, LLC	UAG Michigan T1, LLC
National City Ford, Inc.	UAG Michigan TMV, LLC
PAG Acquisition 27, LLC	UAG San Diego JA, Inc.
PAG Acquisition 28, LLC	UAG West Bay IV, LLC
PAG Acquisition 44, LLC	UnitedAuto Dodge of Shreveport, Inc.
PAG Acquisition 45, LLC	United Nissan, Inc. (GA)
PAG Acquisition 46, LLC	United Nissan, Inc. (TN)
PAG Acquisition 47, LLC	Scottsdale Jaguar, Ltd.
PAG Distributor S1, LLC	West Palm Auto Mall, Inc.
PAG Goodyear F1, LLC	Westbury Superstore, Ltd.
PAG West Bay MIT, LLC	Young Management Group, Inc.

By:	/s/ Robert H. Kurnick, Jr.
	Robert H. Kurnick, Jr.,
	Chairman of the Board and President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert H. Kurnick, Jr. and Shane M. Spradlin, and each of them acting individually, as his attorney-in-fact, each with full power of substitution, for him in any and all capacities, to sign any and all amendments to this registration statement on Form S-3 (including post-effective amendments), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or any substitute, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
/s/ Robert H. Kurnick, Jr.	Chairman of the Board, President and Director	November 18, 2014
Robert H. Kurnick, Jr.	(Principal Executive Officer)
	Treasurer and Director	November 18, 2014
	(Principal Accounting Officer and
/s David K. Jones	Principal Financial Officer)
David K. Jones

II-21

SIGNATURES

Pursuant to the requirements of the Securities Act, each of the Registrant’s has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on November 18, 2014.

United Auto Scottsdale Property Holdings, LLC
By:	/s/ David K. Jones
	David K. Jones,
	Assistant Treasurer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
*	President	November 18, 2014
Bernard W. Wolfe	(Principal Executive Officer)
*	Assistant Treasurer and Director	November 18, 2014
David K. Jones	(Principal Accounting Officer and
	Principal Financial Officer)
*	Director	November 18, 2014
Robert H. Kurnick, Jr.

*By:	/s/ Shane M. Spradlin
	Shane M. Spradlin
	Attorney-in-fact

SIGNATURES

Pursuant to the requirements of the Securities Act, each of the Registrant’s has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on November 18, 2014.

UAG Houston Acquisition, Ltd.
By: UAG Texas, LLC
By:	/s/ David K. Jones
	David K. Jones,
	Assistant Treasurer

II-22

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
*	Chairman of the Board	November 18, 2014
Bernard W. Wolfe	(Principal Executive Officer)
*	Assistant Treasurer and Director	November 18, 2014
David K. Jones	(Principal Accounting Officer and Principal
	Financial Officer)
*	Director	November 18, 2014
Robert H. Kurnick, Jr.

*By:	/s/ Shane M. Spradlin
	Shane M. Spradlin
	Attorney-in-fact

SIGNATURES

Pursuant to the requirements of the Securities Act, each of the Registrant’s has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on November 18, 2014.

WTA Motors, Ltd.
By: Late Acquisition II, LLC
Its: General Partner
By:	/s/ David K. Jones
	David K. Jones,
	Assistant Treasurer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
*	Chairman of the Board	November 18, 2014
Bernard W. Wolfe	(Principal Executive Officer)
*	Assistant Treasurer and Director	November 18, 2014
David K. Jones	(Principal Accounting Officer and Principal
	Financial Officer)
*	Director	November 18, 2014
Robert H. Kurnick, Jr.

*By:	/s/ Shane M. Spradlin
	Shane M. Spradlin
	Attorney-in-fact

II-23

SIGNATURES

Pursuant to the requirements of the Securities Act, each of the Registrant’s has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on November 18, 2014.

United Auto Licensing, LLC
By:	/s/ Robert H. Kurnick, Jr.
	Robert H. Kurnick, Jr.,
	President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
*	President, Treasurer and Director	November 18, 2014
Robert H. Kurnick, Jr.	(Principal Executive Officer, Principal Accounting
	Officer and Principal Financial Officer)

*By:	/s/ Shane M. Spradlin
	Shane M. Spradlin
	Attorney-in-fact

II-24

SIGNATURES

Pursuant to the requirements of the Securities Act, each of the Registrant’s has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on November 18, 2014.

Auto Mall Payroll Services, Inc.
Brett Morgan Chevrolet-Geo, Inc.
D. Young Chevrolet, LLC
Dan Young Chevrolet, Inc.
Dan Young Motors, LLC
Dealer Accessories, LLC
FRN of Tulsa, LLC
Landers Auto Sales, LLC
Motorcars Acquisition IV, LLC
Motorcars Acquisition V, LLC
Motorcars Acquisition, LLC
PAG Arkansas F1, LLC
PAG Arkansas F2, LLC
PAG Bedford A1, LLC
PAG Bedford P1, LLC
PAG Bedford Properties, LLC
PAG Davie P1, LLC
PAG Madison L1, LLC
PAG Madison T1, LLC
PAG Mentor A1, LLC
PAG Michigan Holdings, LLC
PAG Orlando General, LLC
PAG Orlando Limited, LLC
Palm Auto Plaza, LLC
SDG Automotive Investments, LLC
UAG Arkansas FLM, LLC
UAG Atlanta H1, LLC
UAG Atlanta IV Motors, Inc.
UAG Central Region Management, LLC
UAG Duluth, Inc.
UAG Fayetteville I, LLC
UAG Fayetteville II, LLC
UAG Fayetteville III, LLC
UAG Kissimmee Motors, LLC
UAG Landers Springdale, LLC
UAG Memphis II, Inc.
UAG Memphis Management, Inc.
UAG Mentor Acquisition, LLC
UAG Michigan H1, LLC
UAG Minneapolis B1, LLC
UAG Royal Palm M1, LLC
UAG Royal Palm, LLC
UAG Tulsa Holdings, LLC
UAG Young II, Inc.
UAG-Caribbean, Inc.
West Palm Nissan, LLC
By:	/s/ David K. Jones
	David K. Jones t,
	Assistant Treasurer

II-25

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
*	Chairman of the Board	November 18, 2014
R. Whitfield Ramonat	(Principal Executive Officer)
*	Assistant Treasurer and Director	November 18, 2014
David K. Jones	(Principal Accounting Officer and
	Principal Financial Officer)
*	Director	November 18, 2014
Robert H. Kurnick, Jr.

*By:	/s/ Shane M. Spradlin
	Shane M. Spradlin
	Attorney-in-fact

SIGNATURES

Pursuant to the requirements of the Securities Act, each of the Registrant’s has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on November 18, 2014.

United AutoCare Products, LLC
By:	/s/ David K. Jones
	David K. Jones,
	Assistant Treasurer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
*	President	November 18, 2014
R. Whitfield Ramonat	(Principal Executive Officer)
*	Assistant Treasurer and Director	November 18, 2014
David K. Jones	(Principal Accounting Officer and
	Principal Financial Officer)
*	Director	November 18, 2014
Robert H. Kurnick, Jr.

*By:	/s/ Shane M. Spradlin
	Shane M. Spradlin
	Attorney-in-fact

II-26

SIGNATURES

Pursuant to the requirements of the Securities Act, each of the Registrant’s has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on November 18, 2014.

PAG Investments, LLC
By:	/s/ David K. Jones
	David K. Jones
	Treasurer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
*	Chairman of the Board	November 18, 2014
Robert H. Kurnick, Jr.	(Principal Executive Officer)
*	Treasurer and Director	November 18, 2014
David K. Jones	(Principal Accounting Officer and Principal
	Financial Officer

*By:	/s/ Shane M. Spradlin
	Shane M. Spradlin
	Attorney-in-fact

SIGNATURES

Pursuant to the requirements of the Securities Act, each of the Registrant’s has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on November 18, 2014.

Atlantic Auto Funding Corporation
Atlantic Auto Second Funding Corporation
Atlantic Auto Third Funding Corporation
UAG Finance Company, Inc.
United Auto Fifth Funding, Inc.
United Auto Fourth Funding, Inc.
By:	/s/ David K. Jones
	David K. Jones,
	President and Treasurer

II-27

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
*	President, Treasurer and Director	November 18, 2014
David K. Jones	(Principal Executive Officer, Principal Accounting
	Officer and Principal Financial Officer)
*	Director	November 18, 2014
Robert H. Kurnick, Jr.

*By:	/s/ Shane M. Spradlin
	Shane M. Spradlin
	Attorney-in-fact

SIGNATURES

Pursuant to the requirements of the Securities Act, each of the Registrant’s has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on November 18, 2014.

Penske Car Rental (DT) Memphis, LLC
Penske Car Rental Holdings, LLC
Penske Car Rental Indiana, LLC
Penske Car Rental Memphis, LLC
By:	/s/ Claude H. Denker
	Claude H. Denker,
	President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert H. Kurnick, Jr. and Shane M. Spradlin, and each of them acting individually, as his attorney-in-fact, each with full power of substitution, for him in any and all capacities, to sign any and all amendments to this registration statement on Form S-3 (including post-effective amendments), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or any substitute, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
/s/ Claude H. Denker	President	November 18, 2014
Claude H. Denker	(Principal Executive Officer)
/s/ David K. Jones	Treasurer and Director	November 18, 2014
David K. Jones	(Principal Accounting Officer and Principal Financial Officer)
/s/ Robert H. Kurnick, Jr.	Director	November 18, 2014
Robert H. Kurnick, Jr.

II-28

SIGNATURES

Pursuant to the requirements of the Securities Act, each of the Registrant’s has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on November 18, 2014.

Classic Oldsmobile Pontiac-GMC Truck, Ltd.
Classic Special Automotive, Ltd.
Classic Special Hyundai, Ltd.
Hill Country Imports, Ltd.
By: Tamburro Enterprises, Inc.
Its: General Partner
By:	/s/ David K. Jones
	David K. Jones,
	Assistant Treasurer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
*	Chairman of the Board	November 18, 2014
Bernard W. Wolfe	(Principal Executive Officer)
*	Assistant Treasurer and Director	November 18, 2014
David K. Jones	(Principal Accounting Officer and Principal Financial Officer)
*	Director	November 18, 2014
Robert H. Kurnick, Jr.

*By:	/s/ Shane M. Spradlin
	Shane M. Spradlin
	Attorney-in-fact

SIGNATURES

Pursuant to the requirements of the Securities Act, each of the Registrant’s has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on November 18, 2014.

PAG Orlando Partnership, Ltd.
By: PAG Orlando General, Inc.
Its: General Partner
By:	/s/ David K. Jones
	David K. Jones
	Assistant Treasurer

II-29

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
*	Chairman of the Board	November 18, 2014
R. Whitfield Ramonat	(Principal Executive Officer)
*	Assistant Treasurer and Director	November 18, 2014
David K. Jones	(Principal Accounting Officer and Principal Financial Officer)
*	Director	November 18, 2014
Robert H. Kurnick, Jr.

*By:	/s/ Shane M. Spradlin
	Shane M. Spradlin
	Attorney-in-fact

SIGNATURES

Pursuant to the requirements of the Securities Act, each of the Registrant’s has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on November 18, 2014.

PAG Cycles MI, LLC
By:	/s/ David K. Jones
	David K. Jones,
	Assistant Treasurer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
*	President	November 18, 2014
John Erickson	(Principal Executive Officer)
*	Assistant Treasurer and Director	November 18, 2014
David K. Jones	(Principal Accounting Officer and Principal Financial Officer)
*	Director	November 18, 2014
Robert H. Kurnick, Jr.

*By:	/s/ Shane M. Spradlin
	Shane M. Spradlin
	Attorney-in-fact

II-30

INDEX TO EXHIBITS

Exhibit
Number	Description
*1.1	Form(s) of Underwriting Agreement.
**4.1	Certificate of Incorporation (incorporated by reference to exhibit 3.2 to our Form 8-K filed on July 2, 2007).
**4.2	By-laws (incorporated by reference to exhibit 3.1 to our Form 8-K filed on October 23, 2013).
**4.3	Form of Senior Indenture.
**4.4	Form of Subordinated Indenture.
**4.5	Specimen Common Stock Certificate (incorporated herein by reference to Exhibit 4.5 to Penske Automotive Group Inc.’s Registration Statement on Form S-1 filed on January 21, 2010, Registration No. 333-164453).
*4.6	Form of Debt Warrant Agreement, including forms of Debt Warrant Certificates.
*4.7	Form of Common Stock Warrant Agreement, including Warrant Certificate of Common Stock.
*4.8	Form of Preferred Stock Warrant Agreement, including Warrant Certificate for Preferred Stock.
*4.9	Certificate of Designation of Preferred Stock.
5	Opinion of Shane M. Spradlin, General Counsel of the Company, as to the legality of the securities being registered by this Post-Effective Amendment No. 1 to Form S-3
12	Computation of ratio of earnings to fixed charges (incorporated herein by reference to Exhibit 12 to Penske Automotive Group Inc.’s Annual Report on Form 10-K for the year ended December 31, 2013, File No. 1-12297, and Exhibit 12 to Penske Automotive Group Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, File No. 1-12297).
**23.1	Consent of Deloitte & Touche LLP.
**23.2	Consent of KPMG.
23.3	Consent of Shane M. Spradlin, Esq. (contained in Exhibit 5).
24	Powers of attorney (included on signature pages to this Registration Statement and to the original filing of the Registration Statement).
**25.1	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Trustee for Senior Indenture.
**25.2	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Trustee for Subordinated Indenture.

* To be filed by amendment or incorporated by reference in connection with the offering of any securities, as appropriate.

**Previously filed as an Exhibit to the Registration Statement.

II-31

EX-5

Exhibit 5

November 18, 2014

Penske Automotive Group, Inc.

2555 Telegraph Road

Bloomfield Hills, MI 48302

Re:Penske Automotive Group, Inc. Registration Statement on Form S-3

Ladies and Gentlemen:

I have acted as counsel to Penske Automotive Group, Inc., a Delaware corporation (“Penske Automotive”), in connection with the preparation of the Form S-3 Registration Statement filed with the Securities and Exchange Commission (the “Commission”) on the date hereof (the “Registration Statement”) relating to the proposed offer and sale from time to time of the following securities (the “Securities”) pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”): (i) shares of common stock of Penske Automotive, par value $0.0001 per share (the “Common Stock”); (ii) shares of preferred stock of Penske Automotive, par value $0.0001 per share (the “Preferred Stock”); (iii) one or more series of debt securities of Penske Automotive (the “Debt Securities”); (iv) the guarantees of each Penske Automotive subsidiary listed as a co-registrant in the Registration Statement (the “Subsidiary Guarantors”) with respect to Debt Securities (the “Guarantees”); (v) warrants for the purchase of Debt Securities, Preferred Stock, Common Stock or other securities (the “Warrants”); and (vi) rights to purchase Common Stock (the “Rights”).

Each series of Debt Securities will be issued under one of two indentures (each, an “Indenture”) to be entered into between Penske Automotive and The Bank of New York Mellon Trust Company, N.A., as Trustee, the forms of which are filed as exhibits to the Registration Statement.

Certain terms of the Securities to be issued from time to time, their creation, offering and issuance, any consideration to be received for such Securities, and any indenture, warrant, agreement, rights agreement and form of the applicable Security and their execution and delivery, will be approved by the Board of Directors of Penske Automotive (or a committee thereof) and, if applicable, the boards of directors of the Subsidiary Guarantors, as part of the corporate action taken and to be taken in connection with the authorization of the issuance of the Securities (the “Corporate Proceedings”).

I have examined originals or copies certified or otherwise identified to my satisfaction of such documents, corporate records, certificates of public officials and other instruments as I have deemed necessary or appropriate for the purposes of this opinion. I have also conducted such investigations of fact and law as I have deemed necessary or advisable for purposes of this opinion. In such examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals and the conformity to authentic original documents of all documents submitted to me as copies. As to any facts material to this opinion that I did not independently establish or verify, I have, with your consent, relied upon the statements, certificates and representations of officers and other representatives of Penske Automotive and others, in each case, as I have deemed necessary or appropriate for the purposes of this opinion.

I am a member of the Bar of the State of New York and the Bar of the State of Michigan, and I have not considered, and I express no opinion as to, the laws of any jurisdiction other than the laws of the

State of New York, the State of Michigan, the General Corporation Law of the State of Delaware (which includes the statutory provisions and all applicable provisions of the Delaware Constitution and the reported judicial cases interpreting those laws currently in effect), the federal laws of the United States of America, the corporate and limited liability company statutes listed on Schedule 1 hereto, the limited partnership statutes set forth on Schedule 1 hereto, and, the general partnership statues set forth on Schedule 1 hereto, and, to the extent that judicial or regulatory orders or decrees or consents, approvals, licenses, authorizations, validations, filings, recordings or registrations with governmental authorities are relevant, to those required under such laws, in each case as in effect on the date hereof (the “Relevant Laws”).

Based upon my examination of such documents and other matters I have deemed necessary or appropriate, I am of the opinion that:

(1) upon the completion of the Corporate Proceedings relating to the shares of Common Stock and the due issuance and delivery of the shares of Common Stock, the Common Stock, when sold in exchange for the consideration set forth in the prospectus contained in the Registration Statement and any prospectus supplement relating to the Common Stock, will be legally issued, fully paid and nonassessable;

(2) upon the completion of the Corporate Proceedings relating to a series of the Preferred Stock, the execution, delivery and filing with, and recording by, the Secretary of State of the State of Delaware of the Certificate of Designation relating to such series of the Preferred Stock, and the due issuance and delivery of the shares of Preferred Stock of such series, the Preferred Stock of such series, when sold in exchange for the consideration set forth in the prospectus contained in the Registration Statement and any prospectus supplement relating to such series of the Preferred Stock, will be legally issued, fully paid and nonassessable;

(3) upon the completion of the Corporate Proceedings relating to a series of the Debt Securities, and, if applicable, Guarantees, the execution and delivery of the applicable Indenture and the due execution, authentication, issuance and delivery of the Debt Securities and, if applicable, Guarantees, of such series, the Debt Securities and, if applicable, Guarantees, of such series, when sold in exchange for the consideration set forth in the prospectus contained in the Registration Statement and any prospectus supplement relating to such series of Debt Securities, and, if applicable, Guarantees, will be legally issued and will be binding obligations of Penske Automotive and, if applicable, the Subsidiary Guarantors, enforceable against them in accordance with their terms and entitled to the benefits of the applicable Indenture, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or similar laws affecting creditors’ rights generally and subject to general principles of equity;

(4) upon the completion of the Corporate Proceedings relating to a series of Warrants, the execution and delivery of the warrant agreement relating to the Warrants (the “Warrant Agreement”) and the due execution, authentication, issuance and delivery of the Warrants, the Warrants, when sold in exchange for the consideration set forth in the prospectus contained in the Registration Statement and any prospectus supplement relating to such series of Warrants, will be legally issued and will be binding obligations of Penske Automotive enforceable against Penske Automotive in accordance with their terms and entitled to the benefits of the applicable Warrant Agreement, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or similar laws affecting creditors’ rights generally and subject to general principles of equity; and

(5) upon the completion of the Corporate Proceedings relating to a series of Rights, the execution and delivery of the rights agreement relating to the Rights of such series (the “Rights Agreement”) and the due execution, authentication, issuance and delivery of the Rights, the Rights, issued without consideration, will be legally issued and will be binding obligations of Penske Automotive enforceable against Penske Automotive in accordance with their terms and entitled to the benefits of the applicable Rights Agreement, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or similar laws affecting creditors’ rights generally and subject to general principles of equity.

The foregoing opinions assume that (a) the Registration Statement and any amendments relating thereto shall have become effective under the Securities Act and shall continue to be effective; (b) a prospectus supplement describing each class or series of Securities offered pursuant to the Registration Statement, to the extent required by applicable law, will be timely filed with the Commission; (c) at the time any Securities or the instruments defining the rights or terms of the Securities (the “Governing Documents”) are authorized, issued, executed, authenticated, acknowledged, delivered or filed (as the case may be), Penske Automotive and, if applicable, the Subsidiary Guarantors, will remain duly organized, validly existing and in good standing under the laws of their respective jurisdictions of organization, the Corporate Proceedings related thereto will not have been modified or rescinded and there will not have occurred any change in the law or in the applicable charter or bylaws affecting the authorization, issuance, execution, authentication, acknowledgment, delivery or filing of such Securities; (d) the terms of the Securities will be established in conformity with the applicable Governing Documents and so as not to violate or be void under any applicable law; (e) all certificates evidencing any Securities will be in the form required by law and approved for issuance by Penske Automotive and, if applicable, the Subsidiary Guarantors; (h) none of the authorization, issuance, execution, authentication, acknowledgement, delivery or filing of any Securities or Governing Documents, nor compliance by Penske Automotive or, if applicable, the Subsidiary Guarantors with their respective obligations thereunder, will violate, conflict with or constitute a default or event of default under, or require any filing with or approval of any court or governmental body under, the applicable charter or bylaws as then in effect, any law then applicable to Penske Automotive or, if applicable, the Subsidiary Guarantors, any agreement or instrument then binding upon Penske Automotive or, if applicable, the Subsidiary Guarantors, or any then effective order of any court or governmental body having jurisdiction over Penske Automotive or, if applicable, the Subsidiary Guarantors.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name under the heading “Legal Matters” in the prospectus included in the Registration Statement.  In giving this consent, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

Very truly yours,

/s/Shane M. Spradlin

SHANE M. SPRADLIN

GENERAL COUNSEL

Schedule 1

Corporate and Limited Liability Company Statutes

Arizona Corporations and Associations Act

Arizona Limited Liability Company Act

Arkansas Business Corporation Act

California Corporations Code

Delaware Limited Liability Company Act

Florida Business Corporation Act

Georgia Business Corporation Code

Indiana Business Corporation Law

Indiana Business Flexibility Act

General Corporation Law of Nevada

New Jersey Business Corporation Act

New York Business Corporation Law

Ohio General Corporation Law

Ohio Revised Code Sections 1705.32 and 1705.29

South Carolina Code of Laws, Article 5 of Chapter 8

Tennessee Code, Title 48

Texas Business Organizations Code

Limited Partnership Statutes

Florida Revised Uniform Limited Partnership Act

Texas Business Organizations Code

General Partnership Statutes

New Jersey Uniform Partnership Act (1996)