UNITED AUTO GROUP INC
LETTER AGREEMENT DATED APRIL 1, 2003
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>7
<FILENAME>k76943exv10w5.txt
<DESCRIPTION>LETTER AGREEMENT DATED APRIL 1, 2003
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<PAGE>
                                                                    Exhibit 10.5

                                                                   April 1, 2003



Noto Holdings LLC
342 West Putnam Avenue
Greenwich, CT  07840


         RE:      UAG Connecticut I, LLC (the "Company")



Gentlemen:

         This letter is provided in connection with Noto Holdings LLC ("Noto")
acquisition of a membership interest in the Company pursuant to the First
Amended and Restated Limited Liability Company Agreement (the "Agreement") dated
March 1, 2001 by and between Noto and UAG Connecticut, LLC ("UAG").

         UAG covenants to Noto that if UAG intends to enter into an agreement
(the "Proposed Sale Agreement") to sell, assign, transfer or otherwise dispose
of its Percentage Interest to a third party purchaser (the "Transaction") which,
as a result of such Transaction, Penske Corporation, or an Affiliate thereof,
would no longer have Control of the Company, then Noto shall have the right to
sell its Percentage Interest to such third party purchaser as part of the
Transaction. The purchase price for Noto's Percentage Interest shall be equal to
the purchase price for UAG's Percentage Interest adjusted on a pro rata basis
taking into account Noto's and UAG's Voting Interest ownership in the Company.

         UAG shall provide Noto with a written copy of a Proposed Sale
Agreement, and Noto shall provide UAG with written notice within seven (7) days
thereafter should it wish to become a party to the Proposed Sale Agreement upon
the terms set forth in the Proposed Sale Agreement which shall include the
purchase price terms for Noto's Voting Interest set forth above.

         Capitalized words and terms not otherwise defined herein shall have the
definitions and meanings ascribed to them by the Agreement.

         This letter constitutes the entire agreement among the parties with
respect to the subject matter hereof, and supersedes any prior agreement or
understanding among them including, but not limited to, a certain letter dated
March 1, 2001, with respect to such subject matter.


                                                  UAG CONNECTICUT, LLC



                                                  /s/ Robert H. Kurnick, Jr.
                                                  ------------------------------
                                                  By:  Robert H. Kurnick, Jr.
                                                  Its:  Secretary

AGREED:
NOTO HOLDINGS LLC



/s/ Lucio A. Noto
----------------------
By: Lucio A. Noto
Its:  Member




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