UNITED AUTO GROUP INC
EX-10.1.19.1 THIRD AMENDMENT TO CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1.19.1
<SEQUENCE>4
<FILENAME>k68236ex10-1_191.txt
<DESCRIPTION>EX-10.1.19.1 THIRD AMENDMENT TO CREDIT AGREEMENT
<TEXT>
<PAGE>
                                                               EXHIBIT 10.1.19.9

                                 THIRD AMENDMENT

         THIS THIRD AMENDMENT dated as of March 12, 2002 (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 AMENDMENTS. Effective on (and subject to the occurrence of)
the Amendment Effective Date (as defined below):

         1.1 The following definitions shall be added to Section 1.1 of the
Credit Agreement, each in its appropriate alphabetical position:

                  "Loan Notes means loan notes issued by the Company or any
         Subsidiary to a holder of the U.K. Target's shares in connection with
         the U.K. Acquisition.

                  2002 Subordinated Notes means the 9-5/8% Senior Subordinated
         Notes due 2012 (and related guarantees), in an aggregate principal
         amount not to exceed $300,000,000, issued pursuant to the 2002
         Subordinated Notes Indenture (including both the Series A Securities
         (and related guarantees) issued thereunder and the Series B Securities
         (and related guarantees) issued thereunder in exchange for the Series A
         Securities).

                  2002 Subordinated Notes Indenture means the Indenture dated as
         of March 15, 2002 among the Company, the guarantors named therein and
         Bank One Trust Company, N.A., as Trustee."

         1.2 Each of the following definitions in Section 1.1 of the Credit
Agreement shall be amended and restated in its entirety to read as follows:

                  "Acquisition Commitment Amount means, on any date, (x)
         $450,000,000, as reduced from time to time pursuant to Section 6.1
         minus (y) the Revolving Outstandings on such date.

                  Permitted Restrictions means restrictions on the ability of
         any Subsidiary to declare or pay any dividend or make other
         distributions, or to advance or loan funds, to


<PAGE>

         the Company: (i) as set forth on Schedule 9.17, including restrictions
         imposed by existing Floor Plan Financing arrangements; (ii) pursuant to
         modifications to any Floor Plan Financing arrangement, provided that
         such modifications are not materially more restrictive; (iii)
         applicable to a Person at the time such Person becomes a Subsidiary and
         not created in contemplation of such an event; (iv) resulting from
         manufacturer-imposed modifications to any franchise agreement; or (v)
         imposed by applicable law.

                  Subordinated Debt means (i) the Subordinated Notes, (ii) the
         2002 Subordinated Notes, (iii) Seller Subordinated Debt and (iv) any
         other unsecured Debt of the Company which has subordination terms,
         covenants, pricing and other terms which have been approved in writing
         by the Required Lenders."

         1.3 Section 6.1 of the Credit Agreement shall be amended by (i) adding
the words "Mandatory and" at the beginning of the caption, (ii) changing the
designation of clause (c) thereof from "(c)" to "(d)" and (iii) adding the
following clause (c):

                  "(c) The Acquisition Commitment Amount shall be automatically
         and permanently reduced if the Dollar equivalent of the aggregate
         amount of Loan Notes not collateralized by cash exceeds $40,000,000, by
         an amount equal to the amount of such excess."

         1.4 Section 6.3(a) of the Credit Agreement shall be amended and
restated in its entirety to read as follows:

                  "(a) If the Company or any Subsidiary shall receive any Net
         Cash Proceeds from the issuance of any Subordinated Debt (other than
         Seller Subordinated Debt and other than Refinancing Debt in respect of
         any portion of the Subordinated Notes that has not been repurchased,
         redeemed, defeased or otherwise repaid with the proceeds of Loans) or
         any other Debt that is not permitted by Section 9.7, the Company shall,
         concurrently with such receipt make a prepayment in an amount equal to
         100% of such Net Cash Proceeds, which prepayment shall be applied to
         the outstanding Acquisition Loans (or, if there are no Acquisition
         Loans outstanding, to the Acquisition B Loans, or, if there are no
         Acquisition Loans or Acquisition B Loans outstanding, to the Revolving
         Loans)."

         1.5 Section 6.3 of the Credit Agreement shall be amended by adding the
following clause (c) and clause (d):

                  "(c) If at any time the aggregate principal amount of the
         Acquisition Loans exceeds the Acquisition Commitment Amount in effect
         at such time, the Company shall immediately prepay Acquisition Loans in
         an amount sufficient to eliminate such excess.

                  (d) Concurrently with the receipt of any Net Cash Proceeds
         from any issuance of equity securities of the Company or any Subsidiary
         (including a public offering of equity securities under the Securities
         Act of 1933, as amended, but excluding (x) any issuance of shares of
         capital stock pursuant to any employee or director stock option
         program, benefit


                                       2
<PAGE>

         plan or compensation program and (y) issuances by a Subsidiary to the
         Company or another Subsidiary), the Company shall make a prepayment in
         an amount equal to 100% of such Net Cash Proceeds, which prepayment
         shall be applied to the outstanding Acquisition Loans (or, if there are
         no Acquisition Loans outstanding, to the Acquisition B Loans, or, if
         there are no Acquisition Loans or Acquisition B Loans outstanding, to
         the Revolving Loans)."

         1.6 Section 8.23 of the Credit Agreement shall be amended and restated
in its entirety to read as follows:

                  "8.23 Senior Debt. The obligations of the Company and each
         Loan Party under the Loan Documents constitute (a) "Senior Debt" of the
         Company or such Loan Party, as applicable, under and as defined in each
         Subordinated Notes Indenture and (b) "Senior Indebtedness" or "Senior
         Guarantor Indebtedness" of the Company or such Loan Party, as
         applicable, under and as defined in the 2002 Subordinated Notes
         Indenture."

          1.7 Section 9.1.8 of the Credit Agreement shall be amended and
restated in its entirety to read as follows:

                  "9.1.8 Subordinated Debt. (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 the
         form of Exhibit K, 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) Contemporaneously with furnishing the items required
         pursuant to Section 9.1.3, a report setting forth the amount of Loan
         Notes issued and any cash collateral arrangements made in respect
         thereof."

          1.8 Section 9.7 of the Credit Agreement shall be amended by (x)
deleting all text in such Section immediately following the semi-colon at the
end of clause (j) thereof and (y) substituting the following therefor:

                  "(k) Floor Plan Financings of the U.K. Target and its
         Subsidiaries (with the floor plan providers that are extending Floor
         Plan Financing to the U.K. Target and its Subsidiaries in the ordinary
         course of business at the time the U.K. Acquisition became effective,
         which Floor Plan Financings were not created in anticipation of the
         U.K. Acquisition);

                  (l) Indebtedness of the U.K. Target and its Subsidiaries
         existing at the time the U.K. Target becomes a Subsidiary (other than
         Floor Plan Financings), if not incurred by


                                       3
<PAGE>

         the U.K. Target or any Subsidiary thereof in anticipation or
         contemplation of such Person becoming a Subsidiary of the Company, and
         Refinancing Debt of the U.K. Target and its Subsidiaries in respect
         thereof, provided the aggregate amount of Debt permitted under this
         clause (l) shall not exceed $20,000,000;

                  (m)  Loan Notes; and

                  (n) other Debt, in addition to the Debt listed above but not
         including Debt of the U.K. Subsidiary and its Subsidiaries, in an
         aggregate amount not at any time exceeding $20,000,000."

         1.9 Schedule 9.17 to the Credit Agreement shall be amended by adding
the following at the end thereof:

                  "13. Limitations on Liens, Restricted Payments, Indebtedness
         and Asset Sales in the 2002 Subordinated Notes Indenture (as such terms
         are defined therein)."

         1.10 Section 9.20 of the Credit Agreement shall be amended by inserting
the following immediately following the term "Subordinated Notes" therein:

                  ", the 2002 Subordinated Notes Indenture, the 2002
         Subordinated Notes".

         1.11 The Credit Agreement shall be amended by adding the following
Section 9.23:

                  "9.23 Unrestricted Subsidiaries. Not designate the U.K. Target
         or any Subsidiary thereof as an `Unrestricted Subsidiary' under (and
         within the meaning set forth in) the 2002 Subordinated Notes
         Indenture."

         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) 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; (e) the Amended Credit Agreement is the legal, valid and binding
obligation of the Company,


                                       4
<PAGE>

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; and (f) the U.K. Target and each
Subsidiary thereof constitute "Restricted Subsidiaries" under (and within the
meaning set forth in) the 2002 Subordinated Notes Indenture.

         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 (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), (b) the
Net Cash Proceeds of the issuance of the 2002 Subordinated Notes for application
to the Loans (which Net Cash Proceeds shall be in an amount at least sufficient
to pay the Term Loans in full) and (c) 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 2002 Subordinated Notes Indenture. A certified copy of the 2002
Subordinated Notes Indenture.

         3.3 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. 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.


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<PAGE>

         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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<PAGE>

         Delivered as of the day and year first above written.


                                      UNITED AUTO GROUP, INC.

                                      By: /s/ Robert H. Kurnick, Jr
                                         ----------------------------
                                      Title: Executive Vice President
                                            -------------------------


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

                                      By: /s/ Mark Manzo
                                         ----------------------------
                                      Title: Vice President
                                            -------------------------


                                      TOYOTA MOTOR CREDIT CORPORATION,
                                      as a Lender

                                      By: /s/ Larry C. Barton
                                         ----------------------------
                                      Title: Corporate Manager
                                            -------------------------



                                       7
<PAGE>

                                    EXHIBIT A
                     FORM OF REAFFIRMATION OF LOAN DOCUMENTS

                                 March 12, 2002


DaimlerChrysler Services North
America LLC, as Agent
and the Lenders party
to the Amended and Restated Credit Agreement
referred to below
27777 Franklin Road, 25th Floor
Southfield, Michigan 48034
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 Third Amendment (the "Third 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
March 12, 2002



         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 Third 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 Third 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
                                 D. YOUNG CHEVROLET LLC




                                       3
<PAGE>

                                 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.)
                                 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


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



                                 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 PARTNERS HIP, INC.
                                     a general partner


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




                                       5
<PAGE>

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


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


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


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


                                 CLASSIC ENTERPRISES, LLC
                                 CLASSIC NISSAN OF TURNERSVILLE, LLC

                                 By: UAG CLASSIC, INC.
                                     Member


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



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



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



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<PAGE>

ACKNOWLEDGED AND AGREED
as of the date first written above

DAIMLERCHRYSLER SERVICES NORTH
AMERICA, LLC, as Agent


By: /s/ Mark Manzo
   ----------------------------------
Title: Vice President
      -------------------------------



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