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EXHIBIT 10.1.19.2
FIRST AMENDMENT
THIS FIRST AMENDMENT dated as of October 8, 1999 (this "Amendment") is
to the Credit Agreement (the "Credit Agreement") dated as of August 3, 1999
among UNITED AUTO GROUP, INC., a Delaware corporation (the "Company"), various
financial institutions (the "Lenders") and CHRYSLER FINANCIAL COMPANY, L.L.C.,
as agent for the Lenders (the "Agent"). Unless otherwise defined herein, terms
defined in the Credit Agreement are used herein as defined in the Credit
Agreement.
WHEREAS, the parties hereto desire to amend the Credit Agreement and
certain other Loan Documents in certain respects;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the parties hereto agree as follows:
SECTION 1. AMENDMENTS. Effective on (and subject to the occurrence of)
the Amendment Effective Date (as defined below):
1.1 (a) The following definitions in Section 1.1 of the Credit
Agreement shall be amended and restated in their entireties to read as follows:
Commitment means, as to any Lender, such Lender's commitment
to make Loans, and to issue or participate in LC Guaranties, under this
Agreement. The initial amount of each Lender's Pro Rata Share of the
Revolving Commitment Amount and the Acquisition Commitment Amount is
set forth on Schedule 2.1.
Foreign Subsidiary means any Subsidiary of the Company which
is not incorporated or organized in the United States or in any State
thereof.
Lender - see the Preamble.
Letter of Credit means a letter of credit issued by the Issuer
for the account of the Company pursuant to an LC Reimbursement
Agreement and in respect of which an LC Guaranty has been issued.
Loan Documents means this Agreement, the Notes, the Guaranty,
the LC Guaranties, the LC Reimbursement Agreements and the Collateral
Documents.
(b) The following definitions shall be added to Section 1.1 of the
Credit Agreement, each in its appropriate alphabetical position:
Issuer means DaimlerChrysler North America Holding
Corporation.
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LC Guaranty - see Section 2.1.3(a).
LC Reimbursement Agreement - see Section 2.1.3(a).
Reimbursement Obligation - see Section 2.1.3(c).
Young JV Agreement - see Section 9.9.
(c) The definitions of "Issuing Lender" and "L/C Application" in
Section 1.1 of the Credit Agreement shall be deleted.
1.2 The lead in paragraph to Section 2.1 of the Credit Agreement shall
be amended and restated to read in its entirety as follows:
2.1 Commitments. On and subject to the terms and conditions of
this Agreement, each of the Lenders, severally and for itself alone,
agrees to make Loans to, and to issue or participate in LC Guaranties
for the account of, the Company as follows:
1.3 Section 2.1.3 of the Credit Agreement shall be amended and restated
to read in its entirety as follows:
2.1.3 Letter of Credit Commitment; Reimbursement Obligations.
(a) Upon written request from the Company, CFC (on behalf of all the
Lenders) will issue to the Issuer, guaranties, in such form as is
reasonably satisfactory to CFC, the Issuer and the Company (each
herein, together with any extensions or renewals thereof, or guaranties
issued by CFC in substitution therefor from time to time, called an "LC
Guaranty"), of reimbursement obligations of the Company arising under
reimbursement agreements in such form as is reasonably satisfactory to
CFC, the Issuer and the Company (herein, collectively called the "LC
Reimbursement Agreements" and individually called an "LC Reimbursement
Agreement") executed by the Company in connection with Letters of
Credit; provided, however, that CFC shall not issue any LC Guaranty if,
after giving effect to such issuance, (i) the aggregate Stated Amount
of all Letters of Credit shall exceed $10,000,000 or (ii) the Revolving
Outstandings exceed the Revolving Commitment Amount. Each such request
by the Company for an LC Guaranty shall specify the Stated Amount of
the proposed underlying Letter of Credit, the beneficiary thereof, the
proposed date of issuance of such Letter of Credit and such other
matters as CFC may reasonably require.
(b) Upon CFC making any payment under any LC Guaranty, if the
Company has not reimbursed CFC in full for such payment or disbursement
by 11:00 A.M., Detroit time, on the date of such payment, or if any
reimbursement received by CFC from the Company is or must be returned
or rescinded upon or during any bankruptcy or reorganization of the
Company or otherwise, each other Lender shall be obligated to pay to
CFC its Pro Rata Share of such payment (but no such
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payment shall diminish the obligation of the Company under Section
2.1.3(c)). Each Lender irrevocably and unconditionally agrees to so pay
to CFC in immediately available funds the amount of such Lender's Pro
Rata Share of such payment. If and to the extent any Lender shall not
have made such amount available to CFC by 2:00 P.M., Detroit time, on
the Business Day on which such Lender receives notice from CFC of such
payment (it being understood that any such notice received after noon,
Detroit time, on any Business Day shall be deemed to have been received
on the next following Business Day), such Lender agrees to pay interest
on such amount to CFC forthwith on demand, for each day from the date
such amount was to have been delivered to CFC to the date such amount
is paid, at a rate per annum equal to (i) for the first three days
after demand, the Federal Funds Rate from time to time in effect and
(ii) thereafter, the Prime Rate from time to time in effect. Any
Lender's failure to make available to CFC its Pro Rata Share of any
such payment shall not relieve any other Lender of its obligation
hereunder to make available to CFC such other Lender's Pro Rata Share
of such payment, but no Lender shall be responsible for the failure of
any other Lender to make available to CFC such other Lender's Pro Rata
Share of any such payment.
(c) Notwithstanding any provision herein to the contrary,
immediately upon the Issuer's presentation of any demand for payment
under an LC Guaranty, the Company shall be obligated to reimburse CFC
for such demand, on the date on which CFC honors such demand, in
immediately available funds equal to the amount of such honored demand
(such obligations being referred to herein as "Reimbursement
Obligations"). If all or any part of such demand is not paid by the
Company when due, such unpaid amount shall bear interest for each day
during the period from the day of such demand until it shall be paid in
full at a rate equal to the Prime Rate from time to time in effect (but
not less than the Prime Rate in effect on the date on which CFC shall
have honored such demand) plus two percent (2%) per annum; such
interest shall be payable on demand.
(d) The obligation of the Company to reimburse CFC for demands
made under the LC Guaranties shall be unconditional and irrevocable and
shall be enforced strictly in accordance with the terms of this
Agreement under all circumstances, including, without limitation, the
following:
(A) lack of validity or enforceability of the appropriate LC
Guaranty or Letter of Credit;
(B) the existence of any claim, set-off, defense or other
right which the Company may have at any time against CFC or the Issuer,
Lender or any other Person, whether in connection with this Agreement,
the transactions contemplated herein or any unrelated transaction
(including any underlying transaction between the Company and the
beneficiary under a Letter of Credit);
(D) any draft, demand, certificate or any other document
presented under an LC Guaranty or a Letter of Credit proving to be
forged, fraudulent, invalid or insufficient in any respect or any
statement therein being untrue or inaccurate in any respect;
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(E) payment by CFC under an LC Guaranty against a demand which
does not comply with the terms of such LC Guaranty, provided that such
payment does not constitute gross negligence or willful misconduct of
CFC;
(F) any adverse change in the condition (financial or
otherwise) of the Company;
(G) any breach of this Agreement by the Company, the Agent,
CFC or any other Lender;
(H) any other circumstance or happening whatsoever; or
(I) the fact that an Event of Default or an Unmatured Event of
Default shall have occurred and be continuing.
(d) As between the Company, the Agent and the Lenders, the
Company assumes all risks of the acts and omissions of, or misuse of
any LC Guaranty by, the Issuer or any beneficiary of a Letter of
Credit. Without limiting the foregoing, neither the Agent, CFC nor any
other Lender shall be responsible for: (i) the form, validity,
sufficiency, accuracy, genuineness or legal effect of any document
submitted by any Person in connection with the application for and
issuance of a LC Guaranty or Letter of Credit, even if such document is
proven to be in any respect invalid, insufficient, inaccurate,
fraudulent or forged; (ii) the validity or sufficiency of any
instrument transferring or assigning or purporting to transfer or
assign a LC Guaranty or Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, which may prove to
be invalid or ineffective for any reason; (iii) the failure of the
beneficiary of a Letter of Credit to comply fully with conditions
required in order to draw thereupon, or the failure of the Issuer to
comply fully with conditions required in order to demand under a LC
Guaranty; (iv) errors, omissions, interruptions or delays in
transmission or delivery of any messages, by mail, cable, telegraph,
facsimile, telex or otherwise, whether or not they be in cipher; (v)
errors in interpretation of technical terms; (vi) any loss or delay in
the transmission or otherwise of any document required in order to make
a drawing under a Letter of Credit or a demand under a LC Guaranty or
of the proceeds of either thereof; (vii) the misapplication by the
Issuer of the proceeds of any demand under a LC Guaranty; and (viii)
any consequence arising from causes beyond the control of the Agent,
CFC or any other Lender. None of the above shall affect, impair or
prevent the vesting of any of the rights or powers hereunder of the
Agent, CFC or any other Lender.
1.4 Section 2.3 of the Credit Agreement shall be amended and restated
to read in its entirety as follows: "[Intentionally left blank]."
1.5 Section 2.5 of the Credit Agreement shall be amended and restated
to read in its entirety as follows:
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2.5 Certain Conditions. Notwithstanding any other provision of
this Agreement, no Lender shall have an obligation to make any Loan and
CFC shall not have any obligation to issue any LC Guaranty, if an Event
of Default or Unmatured Event of Default exists.
1.6 Section 6.1(a) of the Credit Agreement shall be amended by deleting
the words "Letters of Credit" where they appear and inserting in lieu thereof
the words "LC Guaranties."
1.7 Section 7.5 of the Credit Agreement shall be amended by (i)
deleting the words "Letter of Credit" where they appear and inserting in lieu
thereof the words "LC Guaranty" and (ii) deleting the words "Letters of Credit"
where they appear and inserting in lieu thereof the words "LC Guaranties."
1.8 Section 9.1.9 shall be redesignated as Section 9.1.10 and the
following Section 9.1.9 shall be added to the Credit Agreement:
9.1.9 Subordinated Notes. (a) Within 45 days of the end of
each Fiscal Quarter, the Company shall obtain from its independent
certified public accountants and furnish to the Agent a letter, in form
and substance satisfactory to the Agent, stating that such accountants
have read Section 4.04 of the Series A Subordinated Notes Indenture and
Section 4.4 of the Series B Subordinated Notes Indenture (and any
similar provision in any Refinancing Agreement), that such accountants
have tested the compliance by the Company with such provisions during
such Fiscal Quarter and concluding that the Company was in compliance
with such provisions during such Fiscal Quarter or, if the Company was
not in compliance with any such provision, describing such
non-compliance in reasonable detail.
(b) If in any Fiscal Quarter the sum of the aggregate
principal amount of all outstanding Loans plus the Stated Amount of all
Letters of Credit increases by more than $5,000,000, following such
Fiscal Quarter each borrowing and issuance of a Letter of Credit shall
(in addition to the conditions imposed by Section 10) be conditioned on
the receipt by the Agent of a letter, in form and substance
satisfactory to the Agent, from the independent certified public
accountants of the Company stating that such accountants have read
Section 4.04 of the Series A Subordinated Notes Indenture and Section
4.4 of the Series B Subordinated Notes Indenture (and any similar
provision in any Refinancing Agreement), that such accountants have
tested the compliance by the Company with such provisions after giving
pro forma effect to such borrowing or issuance and concluding that the
Company is in compliance with such provisions after giving pro forma
effect to such borrowing or issuance.
1.9 Section 9.7(j) of the Credit Agreement shall be amended and
restated to read in its entirety as follows:
(j) Debt with respect to any Floor Plan Financing provided to
the Company or any Subsidiary by General Motors Acceptance Corporation,
BMW Financial Services NA, Inc., Ford
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Motor Credit Corporation, PRIMUS Automotive Financial Services, Inc.,
World Omni Financial Corporation (with respect to Toyota make vehicles
only) or Toyota Motor Credit Corporation or any other Person to whom
CFC, in its sole discretion, consents;
1.10 Section 9.8(h) of the Credit Agreement shall be amended and
restated to read in its entirety as follows:
(h) Liens on any asset of an Automobile Dealership securing
Debt permitted by Sections 9.7(j), (k) and (l) (in the case of Debt
under Sections 9.7(j) and (l), (x) such Liens under agreements entered
into after the date hereof may attach only to the inventory
floorplanned by such Debt and proceeds thereof, accounts receivable and
payment intangibles owing by the relevant Dealer to the manufacturer
with whom the provider of the financing is affiliated (and, with
respect to World Omni Financial Corp., owing to Southeast Toyota
Distributors, Inc.) (and all other rights to payment in which any such
financing provider could exercise a right of setoff or recoupment) and
service loaner vehicles manufactured by a manufacturer and financed by
a financing provider permitted under Section 9.7(j) or (l)
(collectively, "Permitted Floorplan Collateral") and (y) to the extent
that such Liens under agreements in existence on the date hereof attach
to assets in addition to Permitted Floorplan Collateral, such Liens on
such assets other than Permitted Floorplan Collateral must be
subordinated to the security interest of the Agent in form and
substance satisfactory to the Agent (it being understood that no such
Lien may attach to any Excluded Property)).
1.11 Clause (i) of the second sentence of Section 9.9 of the Credit
Agreement shall be amended and restated to read in its entirety as follows " (i)
any Subsidiary may pay dividends or make other distributions to the Company or
another Subsidiary."
1.12 Section 9.13 of the Credit Agreement shall be amended by (i)
deleting the parenthetical phrase in clause (a)(i) thereof and inserting in lieu
thereof the following "(other than Excluded Property and property in which the
Company is prohibited from granting a security interest, pledge or assignment
pursuant to a Permitted Restriction)" and (ii) deleting the first parenthetical
phrase in clause (bi) thereof and inserting in lieu thereof the following
"(other than Excluded Property and property in which such Subsidiary is
prohibited from granting a security interest, pledge or assignment pursuant to a
Permitted Restriction)."
1.13 Clause (b) of Section 9.17 of the Credit Agreement shall be
amended and restated to read in its entirety as follows "(b) except for
Permitted Restrictions, prohibit the Company or any Subsidiary from granting to
the Agent, for the benefit of the Lenders, a Lien on any of its assets or".
1.14 Clause (b) of Section 9.19 of the Credit Agreement shall be
amended and restated to read in its entirety as follows:
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(b) Investments by the Company in any Subsidiary or by any
Subsidiary in the Company, or by any Subsidiary in any Subsidiary, by
way of intercompany loans, advances or guaranties, all to the extent
permitted by Section 9.7;
1.15 The following Section 9.22 shall be added to the Credit Agreement:
9.22 Amendments to Subordinated Note Indentures. Not solicit
the consent of any holder of Subordinated Notes to any amendment,
waiver or modification of any Subordinated Note Indenture (or any
Refinancing Agreement) unless, concurrently with any other consents
being solicited, the consent of such holders is solicited to amend
Section 4.04(ii) of the Series A Subordinated Notes Indenture and
Section 4.4(ii) of the Series B Subordinated Notes Indenture (and any
similar provision in any Refinancing Agreement) to increase the maximum
amount of Debt that can be incurred under the "Senior Credit Facility"
pursuant to such subsections from $100,000,000 to $250,000,000.
1.16 The lead in paragraph of Section 10 shall be amended and restated
to read in its entirety as follows:
The obligation of each Lender to make its Loans and of CFC to
issue LC Guaranties is subject to the following conditions precedent:
1.17 Section 10.1 of the Credit Agreement shall be amended by deleting
the words "the Issuing Lender to issue its initial Letter of Credit" where they
appear and inserting in lieu thereof the words "CFC to issue its initial LC
Guaranty".
1.18 The lead in paragraph to Section 10.2 of the Credit Agreement
shall be amended and restated to read in its entirety as follows:
10.2 Conditions. The obligation (a) of each Lender to make
each Loan and (b) of CFC to issue each LC Guaranty is subject to the
following further conditions precedent that:
1.19 Section 11.1.12 of the Credit Agreement shall be amended and
restated to read in its entirety as follows:
11.1.12 Change of Control. A majority of the members of the
Board of Directors of the Company shall cease to be constituted of (i)
nominees and designees of Penske Capital Partners, (ii) officers and
directors of any entity which, directly or indirectly, controls or is
controlled by or is under common control with Penske Capital Partners
or (iii) any Person approved by the vote of a majority of the members
of the Board of Directors of the Company then in office who were at the
time Persons described in clauses (i) and (ii) above.
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1.20 The following Section 11.1.13 shall be added to the Credit
Agreement:
11.1.13 Securities Purchase Agreement; Put of Stock. Penske
Capital Partners shall exercise its right to require the Company to
repurchase the stock of the Company held by Penske Capital Partners
pursuant to Section 7.2 of the Securities Purchase Agreement.
1.21 The last two sentences of Section 11.2 of the Credit Agreement
shall be deleted and the following inserted in lieu thereof:
Any cash collateral delivered hereunder shall be held by the Agent
(without liability for interest thereon) and applied to Reimbursement
Obligations. After the expiration or termination of all LC Guaranties,
such cash collateral shall be applied by the Agent to any remaining
obligations hereunder and any excess shall be delivered to the Company
or as a court of competent jurisdiction may elect.
1.22 Section 12.1(b) of the Credit Agreement shall be amended and
restated in its entirety to read as follows: "[Intentionally left blank]."
1.23 The last sentence of Section 13.1 of the Credit Agreement shall be
deleted and the following inserted in lieu thereof:
No provision of this Agreement relating to the rights or duties of CFC
in its capacity as issuer of LC Guaranties shall be amended, modified
or waived without the consent of CFC.
1.24 Section 13.9.1 of the Credit Agreement shall be amended by
deleting the words "the Issuing Lender" where they appear and inserting in lieu
thereof the word "CFC."
1.25 The Security Agreement shall be amended by (i) adding to Section 1
thereof the following definition in its appropriate alphabetical position
Excluded Contracts means (1) the Young JV Agreement, (2) the
Securities Purchase Agreement and (3) to the extent the grant of a
security interest or assignment as collateral security to the Agent
therein is prohibited by a valid and enforceable restriction on the
grant of a security interest or an assignment as collateral security,
any franchise, dealer, framework, floor plan financing or similar
agreement between the Company or any of its Subsidiaries or Affiliates,
on the one hand, and any automobile manufacturer or any of such
automobile manufacturer's subsidiaries or affiliates, on the other
hand.
and (ii) amending and restating clause (y) of the proviso to Section 2 of the
Security Agreement to read in its entirety as follows " (y) all Excluded
Property and Excluded Contracts (but not any proceeds thereof) are excluded from
the foregoing grant."
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1.26 The Guaranty shall be amended by (i) amending the sixth paragraph
following the paragraph beginning "NOW, THEREFORE" by amending and restating
clause (a) thereof to read in its entirety as follows "(a) retain or obtain a
security interest in any property to secure any of the Liabilities or any
obligation hereunder (subject only to the agreement of the party providing such
security interest)" and (ii) amending the eleventh paragraph following the
paragraph beginning "NOW, THEREFORE" by inserting the phrase ", but subject to
Section 13.9 of the Credit Agreement," immediately preceding the words "assign
or transfer any or all of the Liabilities or any interest therein" where they
appear in such paragraph.
SECTION 2 REPRESENTATIONS AND WARRANTIES. The Company represents and
warrants to the Agent and the Lenders that (a) the representations and
warranties made in Section 8 of the Credit Agreement are true and correct on and
as of the Amendment Effective Date with the same effect as if made on and as of
the Amendment Effective Date (except to the extent relating solely to an earlier
date, in which case they were true and correct as of such earlier date); (b) no
Event of Default or Unmatured Event of Default exists or will result from the
execution of this Amendment; (c) the execution and delivery by the Company of
this Amendment and the performance by the Company of its obligations under the
Credit Agreement as amended hereby (as so amended, the "Amended Credit
Agreement") (i) are within the corporate powers of the Company, (ii) have been
duly authorized by all necessary corporate action, (iii) have received all
necessary approval from any governmental authority and (iv) do not and will not
contravene or conflict with any provision of any law, rule or regulation or any
order, decree, judgment or award which is binding on the Company or any of its
Subsidiaries or of any provision of the certificate of incorporation or bylaws
of the Company or of any agreement, indenture, instrument or other document
which is binding on the Company or any of its Subsidiaries; and (d) the Amended
Credit Agreement is the legal, valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency or similar
laws affecting the enforcement of creditors' rights generally or by equitable
principles relating to enforceability.
SECTION 3 EFFECTIVENESS. The amendments set forth in Section 1 above
shall become effective on such date (the "Amendment Effective Date") when the
Agent shall have received (a) a counterpart of this Amendment executed by the
Company and the Required Lenders and (b) each of the following documents, each
in form and substance satisfactory to the Agent:
3.1 Resolutions. Certified copies of resolutions of the Board of
Directors of the Company authorizing or ratifying the execution, delivery and
performance by the Company of this Amendment, the Amended Credit Agreement and
each other Loan Document contemplated by this Amendment to which the Company is
a party.
3.2 Incumbency and Signature Certificates. A certificate of the
Secretary or an Assistant Secretary of the Company, certifying the names of the
officer or officers of the Company authorized to sign
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this Amendment and the other Loan Documents contemplated hereby to which the
Company is a party, together with a sample of the true signature of each such
officer.
3.3 Reaffirmation. A Reaffirmation of Loan Documents in the form
attached hereto executed by each Loan Party other than the Company.
3.4 Other Documents. Such other documents as the Agent or any Lender
may reasonably request.
SECTION 4 MISCELLANEOUS.
4.1 Continuing Effectiveness, etc. As herein amended and as waived by
Section 4.6, the Credit Agreement shall remain in full force and effect and is
hereby ratified and confirmed in all respects. After the Amendment Effective
Date, all references in the Credit Agreement, the Notes, each other Loan
Document and any similar document to the "Credit Agreement" or similar terms
shall refer to the Amended Credit Agreement.
4.2 Counterparts. This Amendment may be executed in any number of
counterparts and by the different parties on separate counterparts, and each
such counterpart shall be deemed to be an original but all such counterparts
shall together constitute one and the same Amendment.
4.3 Expenses. The Company agrees to pay the reasonable costs and
expenses of the Agent (including reasonable fees and disbursements of counsel,
including, without duplication, the allocable costs of internal legal services
and all disbursements of internal legal counsel) in connection with the
preparation, execution and delivery of this Amendment.
4.4 Governing Law. This Amendment shall be a contract made under and
governed by the laws of the State of New York applicable to contracts made and
to be wholly performed within the State of New York.
4.5 Successors and Assigns. This Amendment shall be binding upon the
Company, the Lenders and the Agent and their respective successors and assigns,
and shall inure to the benefit of the Company, the Lenders and the Agent and the
successors and assigns of the Lenders and the Agent.
4.6 Waiver. The Required Lenders hereby waive, for a period commencing
on the date hereof and ending on November 8, 1999, any Event of Default arising
solely out of the Company's failure to comply with Section 4.18 of each
Subordinated Notes Indenture.
4.7. Guaranty of Existing Letters of Credit. The parties hereto agree
that the Letter of Credit Guaranty dated as of October 1, 1999 issued by CFC to
The Bank of Nova Scotia ("BNS") in respect of two standby letters of credit
issued by BNS for the account of the Company in the aggregate stated amount of
$2,121,134 shall for the purposes of the Credit Agreement (as hereby amended) be
an "LC Guaranty" thereunder.
Delivered as of the day and year first above written.
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UNITED AUTO GROUP, INC.
By
--------------------------------
Title
-----------------------------
CHRYSLER FINANCIAL COMPANY, L.L.C., as
Agent and as a Lender
By
--------------------------------
Title
-----------------------------
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REAFFIRMATION OF
LOAN DOCUMENTS
October 8, 1999
Chrysler Financial Company, L.L.C., as Agent
and the other parties
to the Credit Agreement
referred to below
RE: REAFFIRMATION OF LOAN DOCUMENTS
Ladies and Gentlemen:
Please refer to:
1. The Pledge Agreement dated as of October 8, 1999 (the
"Pledge Agreement") among United Auto Group, Inc. ("UAG"), various of
its subsidiaries and Chrysler Financial Company, L.L.C., in its
capacity as Agent (in such capacity, the "Agent");
2. The Guaranty dated as of October 8, 1999 (the "Guaranty")
executed in favor of the Agent and various other parties by all
subsidiaries of UAG; and
3. The Security Agreement dated as of October 8, 1999 (the
"Security Agreement") among UAG, its subsidiaries and the Agent.
The Guaranty, the Pledge Agreement, the Security Agreement and the
Credit Agreement referred to below are collectively referred to herein as the
"Loan Documents". Capitalized terms not otherwise defined herein will have the
meanings given in the Credit Agreement referred to below.
Each of the undersigned acknowledges that the Company, the Lenders and
the Agent have executed the First Amendment (the "Amendment") to the Credit
Agreement dated as of August 3, 1999 (as so amended and as the same may be
further amended, supplemented or otherwise modified from time to time, the
"Credit Agreement").
Each of the undersigned hereby (i) consents and agrees to the
amendments to the Loan Documents to which such undersigned is a party contained
in the Amendment and (ii) confirms that each Loan Document to which such
undersigned is a party remains in full force and effect after giving effect to
the effectiveness of the Amendment and that, upon such effectiveness, all
references in such Loan Document to the "Credit Agreement" shall be references
to the Credit Agreement as amended by the Amendment.
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The letter agreement may be signed in counterparts and by the various
parties as herein on separate counterparts. This letter agreement shall be
governed by the laws of the State of New York applicable to contracts made and
to be performed entirely within such State.
UAG NORTHEAST, INC.
DIFEO PARTNERSHIP, INC.
DIFEO PARTNERSHIP HCT, INC.
DIFEO PARTNERSHIP SCT, INC.
DIFEO PARTNERSHIP RCT, INC.
DIFEO PARTNERSHIP RCM, INC.
DIFEO PARTNERSHIP VIII, INC.
DIFEO PARTNERSHIP IX, INC.
DIFEO PARTNERSHIP X, INC.
UAG HUDSON, INC.
SOMERSET MOTORS INC.
UAG NORTHEAST BODY SHOP, INC.
UAG NORTHEAST (NY), INC.
UNITED LANDERS, INC.
LANDERS AUTO SALES, INC.
LANDERS UNITED AUTO GROUP NO. 2, INC.
LANDERS UNITED AUTO GROUP, INC.
LANDERS UNITED AUTO GROUP NO. 3, INC.
LANDERS UNITED AUTO GROUP NO. 4, INC.
LANDERS BUICK-PONTIAC, INC.
UNITED AUTO GROUP, INC.
UAG ATLANTA, INC.
UAG DULUTH, INC.
UAG ATLANTA II, INC.
UNITED NISSAN, INC.
UAG ATLANTA III, INC.
PEACHTREE NISSAN, INC.
UAG ATLANTA IV, INC.
UAG ATLANTA IV MOTORS, INC.
UAG ATLANTA V, INC.
CONYERS NISSAN, INC.
UAG ATLANTA VI, INC.
UNITED JEEP CHRYSLER PLYMOUTH OF STONE
MOUNTAIN, INC.
UNITED MAZDA, INC.
UAG TENNESSEE, INC.
UAG WEST, INC.
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SA AUTOMOTIVE, LTD.
SL AUTOMOTIVE, LTD.
SPA AUTOMOTIVE, LTD.
LRP, LTD.
SUN MOTORS, LTD.
SCOTTSDALE MANAGEMENT GROUP, LTD.
SCOTTSDALE AUDI, LTD.
SK MOTORS, LTD.
KMT/UAG, INC.
RELENTLESS PURSUIT ENTERPRISES, INC.
TRI-CITY LEASING, INC.
HT AUTOMOTIVE LTD.
TEMPE MOTORS, INC.
UAG NEVADA, INC.
UAG TEXAS, INC.
UAG TEXAS II, INC.
UAG EAST, INC.
WESTBURY SUPERSTORE, LTD.
WESTBURY NISSAN LTD.
PALM AUTO PLAZA, INC.
FLORIDA CHRYSLER PLYMOUTH, INC.
WEST PALM NISSAN, INC.
WEST PALM INFINITI, INC.
NORTHLAKE AUTO FINISH, INC.
J & S AUTO REFINISHING, LTD.
J&S IMPORTS, INC.
WEST PALM AUTO MALL, INC.
AUTO MALL PAYROLL SERVICES, INC.
AUTO MALL STORAGE, INC.
AMITY AUTO PLAZA, LTD.
AMITY NISSAN OF MASSAPEQUA, LTD.
UAG CAROLINA, INC.
REED-LALLIER CHEVROLET, INC.
MICHAEL CHEVROLET-OLDSMOBILE, INC.
GENE REED CHEVROLET, INC.
UNITEDAUTO DODGE OF SHREVEPORT, INC.
UAG MEMPHIS, INC.
COVINGTON PIKE DODGE, INC.
UAG GRACELAND, INC.
THE NEW GRACELAND DODGE, INC.
-3-
15
UAG GRACELAND II, INC.
UAG MEMPHIS II, INC.
UAG MEMPHIS III, INC.
UAG MEMPHIS IV, INC.
UAG MEMPHIS V, INC.
UAG KNOXVILLE, INC.
UAG KNOXVILLE II, INC.
UAG-CARIBBEAN, INC.
UAG YOUNG, INC.
DAN YOUNG INC.
DAN YOUNG CHEVROLET INC.
YOUNG MANAGEMENT GROUP, INC.
PARKWAY CHEVROLET, INC.
UAG YOUNG II, INC.
UAG CENTURY MOTORS, INC.
UAG PARAMOUNT MOTORS, INC.
UAG KISSIMMEE MOTORS, INC.
UAG CITRUS, INC.
UAG CLASSIC, INC.
CLASSIC AUTO GROUP, INC.
CHERRY HILL CLASSIC CARS, INC.
CLASSIC OF CHERRY HILL, INC.
CLASSIC MANAGEMENT COMPANY, INC.
CLASSIC CHEVROLET, INC.
CLASSIC ENTERPRISE, INC.
CLASSIC AUTO GROUP HOLDINGS, INC.
CLASSIC IMPORTS, INC.
UNITEDAUTO ENTERPRISE, INC.
UNITED AUTOCARE, INC.
UNITED AUTOCARE PRODUCTS, INC.
UNITEDAUTO FOURTH FUNDING INC.
UNITEDAUTO FIFTH FUNDING INC.
AUTO LEASING CORPORATION
UAG CAPITAL MANAGEMENT, INC.
UAG FINANCE COMPANY, INC.
KMT/UAG, INC.
6725 DEALERSHIP LTD.
CHERRY HILL CLASSIC CARS
CLASSIC MOTOR SALES LLC
D. YOUNG CHEVROLET LLC
DAN YOUNG MOTORS LLC
DAN YOUNG TIPTON LLC
UAG YOUNG AUTOMOTIVE GROUP LLC
-4-
16
UAG LANDERS, INC.
YOUNG AUTOMOTIVE HOLDINGS LLC
By:
----------------------------------
Title:
-------------------------------
DIFEO HYUNDAI PARTNERSHIP
DIFEO NISSAN PARTNERSHIP
DIFEO CHRYSLER PLYMOUTH JEEPEAGLE
PARTNERSHIP
DIFEO LEASING PARTNERSHIP
DIFEO CHEVROLET-GEO PARTNERSHIP
J&F OLDSMOBILE PARTNERSHIP
DANBURY AUTO PARTNERSHIP
FAIR HYUNDAI PARTNERSHIP
FAIR CHEVROLET-GEO PARTNERSHIP
DANBURY CHRYSLER PLYMOUTH PARTNERSHIP
DIFEO TENAFLY PARTNERSHIP
By: DIFEO PARTNERSHIP, INC.
a general partner
By:
----------------------------------
Title:
-------------------------------
OCT PARTNERSHIP
By: DIFEO PARTNERSHIP VIII, INC.
a general partner
By:
----------------------------------
Title:
-------------------------------
-5-
17
OCM PARTNERSHIP
By: DIFEO PARTNERSHIP IX, INC.
a general partner
By:
----------------------------------
Title:
-------------------------------
HUDSON MOTORS PARTNERSHIP
By: DIFEO PARTNERSHIP HCT, INC.
a general partner
By:
----------------------------------
Title:
-------------------------------
COUNTY AUTO GROUP PARTNERSHIP
By: DIFEO PARTNERSHIP RCT, INC.
a general partner
By:
----------------------------------
Title:
-------------------------------
SOMERSET MOTORS PARTNERSHIP
By: DIFEO PARTNERSHIP SCT, INC.
a general partner
By:
----------------------------------
Title:
-------------------------------
-6-
18
ROCKLAND MOTORS PARTNERSHIP
By: DIFEO PARTNERSHIP RCM, INC.
a general partner
By:
----------------------------------
Title:
-------------------------------
6725 AGENT PARTNERSHIP
By: SCOTTSDALE AUDI, LTD.
a general partner
By:
----------------------------------
Title:
-------------------------------
SHANNON AUTOMOTIVE, LTD.
By: UAG TEXAS, INC.
a general partner
By:
----------------------------------
Title:
-------------------------------
DAN YOUNG TIPTON, LLC
By: DAN YOUNG, INC.
Member
By:
----------------------------------
Title:
-------------------------------
-7-
19
YOUNG AUTOMOTIVE HOLDINGS, LLC
UAG YOUNG AUTOMOTIVE GROUP, LLC
D. YOUNG CHEVROLET, LLC
By: UAG YOUNG, INC.
Member
By:
----------------------------------
Title:
-------------------------------
DAN YOUNG MOTORS LLC
By: DAN YOUNG CHEVROLET, INC.
Member
By:
----------------------------------
Title:
-------------------------------
UAG CITRUS MOTORS, LLC
By: UAG CITRUS, INC.
Member
By:
----------------------------------
Title:
-------------------------------
CLASSIC MOTOR SALES, LLC
CLASSIC ENTERPRISES, LLC
By: UAG CITRUS, INC.
Member
By:
----------------------------------
Title:
-------------------------------
-8-
20
CLASSIC NISSAN OF TURNERSVILLE, LLC
By: Thomas J. Hessert
Member
----------------------------------
-9-
21
SCOTTSDALE JAGUAR, LTD.
By:
----------------------------------
Title:
-------------------------------
-10-
22
LANDERS UNITED AUTO GROUP NO. 5, INC.
BPT HOLDINGS, INC.
LANDERS FORD, INC
NATIONAL CITY FORD, INC.
CENTRAL FORD CENTER, INC.
PIONEER FORD SALES, INC.
By:
----------------------------------
Title:
-------------------------------
ACKNOWLEDGED AND AGREED
as of the date first written above
CHRYSLER FINANCIAL COMPANY, L.L.C.,
as Agent
By:
----------------------------------
Title:
-------------------------------
-11-