UNITED AUTO GROUP INC
AMENDED & RESTATED CREDIT AGREEEMENT
<DOCUMENT>
<TYPE>EX-10.1.19.11
<SEQUENCE>7
<FILENAME>k74179exv10w1w19w11.txt
<DESCRIPTION>AMENDED & RESTATED CREDIT AGREEEMENT
<TEXT>
<PAGE>
                                                              EXHIBIT 10.1.19.11

                                 FIFTH AMENDMENT

         THIS FIFTH AMENDMENT dated as of January 24, 2003 (this "Amendment") is
to the Amended and Restated Credit Agreement (as heretofore amended, the "Credit
Agreement") dated as of December 22, 2000 among UNITED AUTO GROUP, INC. (the
"Company"), various financial institutions (the "Lenders") and DAIMLERCHRYSLER
SERVICES NORTH AMERICA LLC (formerly 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 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 AMENDMENT. As of the Amendment Effective Date, Section 9.7(l)
of the Credit Agreement shall be amended and restated in its entirety to read as
follows:

                  "(l) Debt of the U.K. Target and its Subsidiaries (other than
         Floor Plan Financings) in an aggregate amount not to exceed 55,000,000
         British pounds sterling at any one time outstanding;".

         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 (as defined below) 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) no event or circumstance
has occurred since the Effective Date that has resulted, or would reasonably be
expected to result, in a Material Adverse Effect; (d) 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 or other organizational documents of the Company or of
any agreement, indenture, instrument or other document which is binding on the
Company or any of its Subsidiaries; and (e) 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





<PAGE>

affecting the enforcement of creditors' rights generally or by equitable
principles relating to enforceability.

         SECTION 3 EFFECTIVENESS. The amendment set forth in Section 1 above
shall become effective as of March 12, 2002 (the "Amendment Effective Date") on
such date when the Agent shall have received (a) a counterpart of this Amendment
executed by the Company and the Required Lenders (or, in the case of any party
other than the Company from which the Agent has not received a counterpart
hereof, facsimile confirmation of the execution of a counterpart hereof by such
party) and (b) each of the following documents, each in form and substance
satisfactory to the Agent:

         3.1 Reaffirmation. A counterpart of the Reaffirmation of Loan
Documents, substantially in the form of Exhibit A, executed by each Loan Party
other than the Company.

         3.2 Other Documents. Such other documents as the Agent or any Lender
may reasonably request.

         SECTION 4  MISCELLANEOUS.

         4.1 Continuing Effectiveness, etc. As hereby amended, the Credit
Agreement shall remain in full force and effect and is hereby ratified and
confirmed in all respects. As of 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.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



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         Delivered as of the day and year first above written.


                                    UNITED AUTO GROUP, INC.

                                    By: /s/Robert H. Kurnick, Jr.
                                       -----------------------------------
                                    Title: Executive Vice President, General
                                           Counsel and Secretary
                                          --------------------------------

                                    DAIMLERCHRYSLER SERVICES NORTH
                                    AMERICA LLC, as Agent, as Issuing Lender and
                                    as a Lender

                                    By: /s/ R.D. Knight
                                       -----------------------------------
                                    Title: V.P. of Credit
                                          --------------------------------

                                    TOYOTA MOTOR CREDIT CORPORATION,
                                    as a Lender

                                    By: /s/ D.M. Taylor
                                       -----------------------------------
                                    Title: Corp. Mgr. Dealer Relations
                                          --------------------------------




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<PAGE>
                                    EXHIBIT A
                            FORM OF REAFFIRMATION OF
                                 LOAN DOCUMENTS



                                January __, 2003


DaimlerChrysler Services North
America LLC, as Agent
and the Lenders party
to the Amended and Restated Credit Agreement
referred to below
27777 Inkster Road
Farmington Hills, Michigan 48334
Attn: Michele Nowak

         RE:  REAFFIRMATION OF LOAN DOCUMENTS

Ladies and Gentlemen:

         Please refer to:

         (a) The Amended and Restated Security Agreement dated as of December
23, 1999 (the "Security Agreement") among United Auto Group, Inc. (the
"Company"), its subsidiaries and Chrysler Financial Company L.L.C. in its
capacity as Agent (in such capacity, the "Agent");

         (b) The Guaranty dated as of October 8, 1999 (the "Guaranty") executed
in favor of the Agent and various other parties by all subsidiaries of the
Company; and

         (c) The Pledge Agreement dated as of October 8, 1999 (the "Pledge
Agreement") executed by the Company and certain of its subsidiaries.

         Each of the undersigned acknowledges that the Company, the Lenders and
the Agent have executed the Fifth Amendment (the "Fifth Amendment") to the
Amended and Restated Credit Agreement dated as of December 22, 2000 (as amended,
supplemented or otherwise modified from time to time, the "Credit Agreement").
Capitalized terms not otherwise defined herein have the meanings given in the
Credit Agreement.


<PAGE>



DaimlerChrysler Services North
America LLC, as Agent
January __, 2003



         Each of the undersigned hereby confirms that the Security Agreement,
the Guaranty, the Pledge Agreement and each other Loan Document to which such
undersigned is a party remains in full force and effect after giving effect to
the effectiveness of the Fifth Amendment and that, upon such effectiveness, all
references in each Loan Document to the "Credit Agreement" shall be references
to the Credit Agreement, as amended by the Fifth Amendment.

            This letter agreement may be signed in counterparts and by the
various parties 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.
                                    UAG HUDSON, INC.
                                    SOMERSET MOTORS INC.
                                    UAG NORTHEAST BODY SHOP, INC.
                                    LANDERS AUTO SALES, INC.
                                    LANDERS UNITED AUTO GROUP NO. 2, INC.
                                    LANDERS UNITED AUTO GROUP NO. 6, INC.
                                    LANDERS BUICK-PONTIAC, INC.
                                    LANDERS FORD NORTH, INC.
                                    UNITED AUTO GROUP, INC.
                                    UAG SOUTHEAST, INC.
                                    UAG DULUTH, INC.
                                    UNITED NISSAN, INC. (GA)
                                    UNITED NISSAN, INC. (NV)
                                    UNITED NISSAN, INC. (TN)
                                    PEACHTREE NISSAN, INC.
                                    UAG WEST, INC.
                                    SA AUTOMOTIVE, LTD.
                                    SL AUTOMOTIVE, LTD.
                                    SPA AUTOMOTIVE, LTD.
                                    LRP, LTD.
                                    SUN MOTORS, LTD.
                                    SCOTTSDALE MANAGEMENT GROUP, LTD.
                                    SAU AUTOMOTIVE, LTD.
                                    SK MOTORS, LTD.
                                    KMT/UAG, INC.
                                    RELENTLESS PURSUIT ENTERPRISES, INC.



                                       2
<PAGE>

                                    TRI-CITY LEASING, INC.
                                    HT AUTOMOTIVE LTD.
                                    UAG TEXAS, INC.
                                    UAG TEXAS II, INC.
                                    UAG EAST, INC.
                                    WESTBURY SUPERSTORE, LTD.
                                    PALM AUTO PLAZA, INC.
                                    FLORIDA CHRYSLER PLYMOUTH, INC.
                                    WEST PALM NISSAN, INC.
                                    WEST PALM INFINITI, INC.
                                    NORTHLAKE AUTO FINISH, INC.
                                    JS IMPORTS, INC.
                                    WEST PALM AUTO MALL, INC.
                                    AUTO MALL PAYROLL SERVICES, INC.
                                    UAG CAROLINA, INC.
                                    REED-LALLIER CHEVROLET, INC.
                                    MICHAEL CHEVROLET-OLDSMOBILE, INC.
                                    GENE REED CHEVROLET, INC.
                                    UNITEDAUTO DODGE OF SHREVEPORT, INC.
                                    COVINGTON PIKE DODGE, INC.
                                    THE NEW GRACELAND DODGE, INC.
                                    UAG GRACELAND II, INC.
                                    UAG MEMPHIS II, INC.
                                    UAG MEMPHIS IV, INC.
                                    UAG MEMPHIS V, INC.
                                    UAG-CARIBBEAN, INC.
                                    DAN YOUNG CHEVROLET INC.
                                    YOUNG MANAGEMENT GROUP, INC.
                                    UAG YOUNG II, INC.
                                    UAG PARAMOUNT MOTORS, INC.
                                    UAG KISSIMMEE MOTORS, INC.
                                    UAG CLASSIC, INC.
                                    CLASSIC AUTO GROUP, INC.
                                    UAG CHCC, INC.
                                    CLASSIC MANAGEMENT COMPANY, INC.
                                    UAG CHEVROLET, INC.
                                    CLASSIC IMPORTS, INC.
                                    UNITED AUTOCARE, INC.
                                    UNITED AUTOCARE PRODUCTS, INC.
                                    UNITEDAUTO FOURTH FUNDING INC.
                                    UNITEDAUTO FIFTH FUNDING INC.
                                    UAG FINANCE COMPANY, INC.
                                    CLASSIC MOTOR SALES LLC


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                                    D. YOUNG CHEVROLET LLC
                                    DAN YOUNG MOTORS LLC
                                    UAG YOUNG AUTOMOTIVE GROUP LLC
                                    YOUNG AUTOMOTIVE HOLDINGS LLC
                                    EUROPA AUTO IMPORTS, INC.
                                    UAG LAKE NORMAN, LLC
                                    UAG INDIANAPOLIS, LLC
                                    MOTORCARS ACQUISITION, LLC
                                    MOTORCARS ACQUISITION II, LLC
                                    MOTORCARS ACQUISITION III, LLC
                                    SCOTTSDALE FERRARI, LLC
                                    UAG OLDSMOBILE OF INDIANA, LLC
                                    ATLANTIC AUTO FUNDING CORPORATION
                                    ATLANTIC AUTO SECOND FUNDING CORPORATION
                                    ATLANTIC AUTO THIRD FUNDING CORPORATION
                                    GOODSON NORTH, LLC
                                    GOODSON PONTIAC GMC, LLC
                                    GOODSON SPRING BRANCH, LLC
                                    PIONEER FORD WEST, LLC
                                    UAG CERRITOS, LLC
                                    UAG CONNECTICUT, LLC
                                    UAG CONNECTICUT I, LLC
                                    UAG FAIRFIELD CA, LLC
                                    UAG FAIRFIELD CM, LLC
                                    UAG FAIRFIELD CP, LLC
                                    UAG FAIRFIELD CV, LLC
                                    UAG HOUSTON ACQUISITION, LLC
                                    UAG INTERNATIONAL HOLDINGS, INC.
                                    UAG LANDERS SPRINGDALE, LLC
                                    UAG MENTOR ACQUISITION, LLC
                                    UAG MICHIGAN CADILLAC, LLC
                                    UAG MICHIGAN PONTIAC-GMC, LLC
                                    UAG ATLANTA IV MOTORS, INC.
                                    UAG MICHIGAN T1, LLC
                                    UAG MICHIGAN TMV, LLC
                                    UAG PHOENIX VC, LLC
                                    UAG REALTY, LLC
                                    UAG SPRING, LLC
                                    UNITED AUTO FINANCE, INC.


                                       4
<PAGE>
                                    UNITED RANCH AUTOMOTIVE, LLC
                                    BRETT MORGAN CHEVROLET - GEO, INC.
                                    H.B.L. HOLDINGS, INC. (f/k/a H.B.L., Inc.)
                                    HBL, LLC
                                    MOTORCARS ACQUISITION IV, LLC
                                    UAG NANUET I, LLC
                                    UAG NANUET II, LLC
                                    NISSAN OF NORTH OLMSTED, LLC
                                    LANDERS NISSAN, LLC
                                    UAG TULSA HOLDINGS, LLC
                                    UAG FAYETTEVILLE I, LLC
                                    UAG FAYETTEVILLE II, LLC
                                    UAG FAYETTEVILLE III, LLC
                                    CLASSIC TURNERSVILLE, INC.
                                    GMG MOTORS, INC.
                                    SCOTTSDALE JAGUAR, LTD.
                                    UNITED AUTO LICENSING, LLC
                                    LANTZCH-ANDREAS ENTERPRISES, INC.
                                    UAG TURNERSVILLE REALTY, LLC
                                    CJNS, LLC
                                    UAG VK, LLC
                                    KMPB, LLC
                                    LMNS, LLC
                                    UAG SPRING, LLC
                                    UNITED RANCH AUTOMOTIVE, LLC
                                    LATE ACQUISITION I, LLC
                                    LATE ACQUISITION II, LLC
                                    WTA MOTORS, LTD.
                                    UAG MICHIGAN H1, LLC


                                    By:__________________________________
                                       Title:____________________________



                                       5
<PAGE>
                                    DIFEO HYUNDAI PARTNERSHIP
                                    DIFEO NISSAN PARTNERSHIP
                                    DIFEO CHRYSLER PLYMOUTH JEEP EAGLE
                                    PARTNERSHIP
                                    DIFEO LEASING PARTNERSHIP
                                    DANBURY AUTO PARTNERSHIP
                                    DIFEO TENAFLY PARTNERSHIP
                                    OCT PARTNERSHIP
                                    HUDSON MOTORS PARTNERSHIP
                                    COUNTY AUTO GROUP PARTNERSHIP
                                    SOMERSET MOTORS PARTNERSHIP

                                    By: DIFEO PARTNERSHIP, INC.
                                        a general partner


                                    By:__________________________________
                                       Title:____________________________



                                    SHANNON AUTOMOTIVE, LTD.
                                    By: UAG TEXAS, INC.
                                        a general partner


                                    By:__________________________________
                                       Title:____________________________


                                    UAG CITRUS MOTORS, LLC
                                    By: UAG CITRUS, INC.
                                        Member


                                    By:__________________________________
                                       Title:____________________________



                                       6

<PAGE>
                                    CLASSIC ENTERPRISES, LLC
                                    CLASSIC NISSAN OF TURNERSVILLE, LLC

                                    By: UAG CLASSIC, INC.
                                         Member


                                    By:__________________________________
                                       Title:____________________________



                                    LANDERS FORD, INC
                                    NATIONAL CITY FORD, INC.
                                    CENTRAL FORD CENTER, INC.
                                    PIONEER FORD SALES, INC.



                                    By:__________________________________
                                       Title:____________________________



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<PAGE>




ACKNOWLEDGED AND AGREED
as of the date first written above

DAIMLERCHRYSLER SERVICES NORTH
AMERICA, LLC, as Agent


By: _________________________________
Title:_______________________________





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