On December 5, 2023, Penske Automotive Group, Inc. (the ?Company?) amended its revolving credit agreement among its subsidiaries in the U.K. (the ?U.K. subsidiaries?), National Westminster Bank Plc and BMW Financial Services (GB) Limited (?BMW Financial?) (the ?U.K. credit agreement?) to increase permitted capital expenditures under the facility from £100.0 million to £150.0 million per year. The U.K. credit agreement provides up to a £200.0 million revolving line of credit to be used for working capital, acquisitions, capital expenditures, investments and general corporate purposes. The revolving loans bear interest between defined Sterling Overnight Index Average (?SONIA?) plus 1.10% and defined SONIA plus 2.10%.

In addition, the U.K. credit agreement includes a £100.0 million ?accordion? feature which allows the U.K. subsidiaries to request up to an additional £100.0 million of facility capacity, subject to certain limitations. The lenders may agree to provide additional capacity, and, if not, the U.K. subsidiaries may add an additional lender, if available, to the facility to provide such additional capacity.

The U.K. credit agreement expires in January 2027, provided that the U.K. subsidiaries may request an extension of the term of the U.K. credit agreement by an additional year, with the effectiveness of such extension subject to lender approval. The U.K. credit agreement is guaranteed by the holding company of a majority of international subsidiaries, PAG International Ltd. The U.K. credit agreement is fully and unconditionally guaranteed on a joint and several basis by U.K. subsidiaries, and contains a number of significant covenants that, among other things, limit the ability of U.K. subsidiaries to pay dividends, dispose of assets, incur additional indebtedness, repay other indebtedness, create liens on assets, make investments or acquisitions and engage in mergers or consolidations. In addition, U.K. subsidiaries are required to comply with defined ratios and tests, including: a ratio of earnings before interest, taxes, amortization, and rental payments (?EBITAR?) to interest plus rental payments, a measurement of maximum capital expenditures, and a debt to EBITDA ratio.

A breach of these requirements would give rise to certain remedies under the U.K. credit agreement, the most severe of which is the termination of the agreement and acceleration of any amounts owed. The U.K. credit agreement also contains typical events of default, including change of control and non-payment of obligations and cross-defaults to other material indebtedness of U.K. subsidiaries. Substantially all of U.K. subsidiaries?

assets are subject to security interests granted to the lenders under the U.K. credit agreement.