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                                                                     Exhibit 4.3

                                   ----------

                          REGISTRATION RIGHTS AGREEMENT

                          DATED AS OF JANUARY 31, 2006

                                      AMONG

                            UNITED AUTO GROUP, INC.,

                          THE GUARANTORS NAMED HEREIN,

                                       AND

                      MERRILL LYNCH, PIERCE, FENNER & SMITH
                                  INCORPORATED

                                       AND

                           THOMAS WEISEL PARTNERS LLC

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                          REGISTRATION RIGHTS AGREEMENT

          This Registration Rights Agreement (the "Agreement") is made and
entered into this 31st day of January, 2006, among United Auto Group, Inc., a
Delaware corporation (the "Company"), the guarantors named in the signature
pages hereto (each a "Guarantor", and collectively, the "Guarantors") and
Merrill Lynch, Pierce, Fenner & Smith Incorporated and Thomas Weisel Partners
LLC (collectively, the "Initial Purchasers").

          This Agreement is made pursuant to the Purchase Agreement, dated as of
January 25, 2006, among the Company, the Guarantors and the Initial Purchasers
(the "Purchase Agreement"), which provides for (1) the sale by the Company to
the Initial Purchasers of an aggregate of $375,000,000 aggregate principal
amount of the Company's 3.50% Senior Subordinated Convertible Notes due 2026
(the "Notes" and together with the shares of common stock of the Company into
which the Notes are convertible, the "Securities") and (2) the sale by the
Guarantors to the Initial Purchasers of their guarantees of the Company's
Securities (the "Guarantees"). In order to induce the Initial Purchasers to
enter into the Purchase Agreement, the Company and the Guarantors have agreed to
provide the registration rights set forth in this Agreement. The execution of
this Agreement is a condition to the closing under the Purchase Agreement.

          In consideration of the foregoing, the parties hereto agree as
follows:

          1. Definitions.

          As used in this Agreement, the following capitalized defined terms
shall have the following meanings:

          "1933 Act" shall mean the Securities Act of 1933, as amended from time
     to time.

          "1934 Act" shall mean the Securities Exchange Act of l934, as amended
     from time to time.

          "1939 Act" shall mean the Trust Indenture Act of 1939, as amended from
     time to time.

          "Additional Interest" shall have the meaning set forth in Section
     2.4(d) herein.

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          "Closing Date" shall mean the Closing Time as defined in the Purchase
     Agreement.

          "Common Stock" shall mean any shares of common stock, $.0001 par
     value, of the Company and any other shares of common stock as may
     constitute "Common Stock" for purposes of the Indenture.

          "Company" shall have the meaning set forth in the preamble and shall
     also include the Company's successors.

          "Depositary" shall mean The Depository Trust Company, or any other
     depositary appointed by the Company, provided, however, that such
     depositary must have an address in the Borough of Manhattan, in the City of
     New York.

          "Effectiveness Period" shall have the meaning set forth in Section
     2.1(b) herein.

          "Guarantor" or "Guarantors" shall have the meaning set forth in the
     preamble and shall also include any Guarantor's successors.

          "Holder" shall mean the Initial Purchasers, for so long as they own
     any Registrable Securities, and each of their successors, assigns and
     direct and indirect transferees who become owners, beneficial or otherwise,
     of Registrable Securities under the Indenture.

          "Indenture" shall mean the Indenture relating to the Securities, dated
     as of the date hereof, among the Company, the Guarantors and J.P. Morgan
     Trust Company, National Association, as Trustee, as the same may be
     amended, supplemented, waived or otherwise modified from time to time in
     accordance with the terms thereof.

          "Initial Purchaser" or "Initial Purchasers" shall have the meaning set
     forth in the preamble.

          "Issuer Free Writing Prospectus" shall have the meaning set forth in
     Section 2.1(f) herein.

          "Majority Holders" shall mean the Holders of a majority of the
     aggregate principal amount of outstanding Registrable Securities; provided
     that, for purposes of this definition, (1) a Holder of shares of Common
     Stock that constitutes Registrable Securities which were issued upon
     conversion of Securities shall be deemed to hold an aggregate principal
     amount at maturity of Registrable


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     Securities (in addition to the principal amount at maturity of any
     Registrable Securities held by such Holder) equal to the principal amount
     at maturity of Registrable Securities which were converted into such shares
     of Common Stock and (2) such Registrable Securities which were converted
     into such shares of Common Stock shall be deemed to be outstanding;
     provided further, that whenever the consent or approval of Holders of a
     specified percentage of Registrable Securities is required hereunder,
     Registrable Securities held by the Company or any Affiliate (as defined in
     the Indenture) of the Company shall be disregarded in determining whether
     such consent or approval was given by the Holders of such required
     percentage amount.

          "Person" shall mean an individual, partnership (general or limited),
     corporation, limited liability company, trust or unincorporated
     organization, or a government or agency or political subdivision thereof.

          "Prospectus" shall mean the prospectus included in a Shelf
     Registration Statement, including any preliminary prospectus, and any such
     prospectus as amended or supplemented by any prospectus supplement,
     including any such prospectus supplement with respect to the terms of the
     offering of any portion of the Registrable Securities covered by a Shelf
     Registration Statement, and by all other amendments and supplements to a
     prospectus, including post-effective amendments, and in each case including
     all materials incorporated by reference therein.

          "Purchase Agreement" shall have the meaning set forth in the preamble.

          "Questionnaire" shall have the meaning set forth in Section 2.1(d)
     herein.

          "Registrable Securities" shall mean all or any of the Securities
     issued from time to time under the Indenture in registered form, and the
     shares of Common Stock issued or issuable upon conversion of such
     Securities; provided, however, that any such Securities shall cease to be
     Registrable Securities when (i) a Shelf Registration Statement with respect
     to such Securities shall have been declared effective under the 1933 Act
     and such Securities shall have been disposed of pursuant to such Shelf
     Registration Statement, (ii) such Securities have been sold to the public
     pursuant to Rule 144 or may be sold or transferred pursuant to Rule l44(k)
     (or any similar provision then in force, but not Rule 144A) under the 1933
     Act, or (iii) such Securities shall have ceased to be outstanding.

          "Registration Default" shall have the meaning set forth in Section
     2.4(d) herein.


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          "Registration Expenses" shall mean any and all expenses incident to
     performance of or compliance by the Company and the Guarantors with this
     Agreement, whether or not a Shelf Registration Statement becomes effective,
     including without limitation: (i) all SEC, stock exchange or National
     Association of Securities Dealers, Inc. (the "NASD") registration and
     filing fees, including, if applicable, the fees and expenses of any
     "qualified independent underwriter" (and its counsel) that is required to
     be retained by any holder of Registrable Securities in accordance with the
     rules and regulations of the NASD, (ii) all fees and expenses incurred by
     the Company and the Guarantors in connection with compliance with state
     securities or blue sky laws and compliance with the rules of the NASD
     (including reasonable fees and disbursements of counsel for any
     underwriters or Holders in connection with blue sky qualification of any of
     the Registrable Securities and any filings with the NASD), (iii) all
     expenses of the Company and the Guarantors in preparing or assisting in
     preparing, word processing, printing and distributing any Shelf
     Registration Statement, any Prospectus, any amendments or supplements
     thereto, any securities sales agreements and other documents relating to
     the performance of and compliance with this Agreement, (iv) all fees and
     expenses incurred by the Company and the Guarantors in connection with the
     listing, if any, of any of the Registrable Securities on any securities
     exchange or exchanges, (v) all rating agency fees incurred by the Company
     and the Guarantors, if any, (vi) the fees and disbursements of counsel for
     the Company and the Guarantors and of the independent public accountants of
     the Company and the Guarantors, including the expenses of any special
     audits or "comfort" letters required by or incident to such performance and
     compliance, (vii) the reasonable fees and expenses of the Trustee, and any
     escrow agent or custodian, (viii) the reasonable fees and expenses of a
     single counsel to the Holders in connection with the Shelf Registration
     Statement, which counsel shall be selected by the Majority Holders or the
     Initial Purchasers on their behalf, and (ix) any fees and expenses of any
     special experts retained by the Company and the Guarantors in connection
     with any Shelf Registration Statement, but excluding any underwriting
     discounts and commissions and transfer taxes, if any, relating to the sale
     or disposition of Registrable Securities by a Holder.

          "SEC" shall mean the Securities and Exchange Commission or any
     successor agency or government body performing the functions currently
     performed by the United States Securities and Exchange Commission.

          "Shelf Registration" shall mean a registration effected pursuant to
     Section 2.1 hereof.


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          "Shelf Registration Statement" shall mean a "shelf" registration
     statement of the Company pursuant to the provisions of Section 2.1 of this
     Agreement which covers all of the Registrable Securities on an appropriate
     form under Rule 415 under the 1933 Act, or any similar rule that may be
     adopted by the SEC, and all amendments and supplements to such registration
     statement, including post-effective amendments, in each case including the
     Prospectus contained therein, all exhibits thereto and all materials
     incorporated by reference therein.

          "Suspension Period" shall have the meaning set forth in Section 2.5
     herein.

          "Trustee" shall mean the trustee with respect to the Securities under
     the Indenture.

          2. Registration Under the 1933 Act.

          2.1 Shelf Registration.

               (a) The Company and the Guarantors shall, at their cost, no later
          than 120 days after the Closing Date, file with the SEC, and
          thereafter shall use their commercially reasonable efforts to cause to
          be declared effective as promptly as practicable but no later than 210
          days after the Closing Date, a Shelf Registration Statement relating
          to the offer and sale of the Registrable Securities by the Holders
          that have provided the information pursuant to Section 2.1(d).

               (b) The Company and the Guarantors shall, at their cost, use
          their commercially reasonable efforts, subject to Section 2.5, to keep
          the Shelf Registration Statement continuously effective in order to
          permit the Prospectus forming part thereof to be usable by Holders for
          a period of two years from the date the Shelf Registration Statement
          is declared effective by the SEC, or for such shorter period that will
          terminate when all Registrable Securities covered by the Shelf
          Registration Statement have been sold pursuant to the Shelf
          Registration Statement, when the Holders, other than Affiliates (as
          defined in the Indenture) of the Company, are able to sell or transfer
          to the public all Registrable Securities immediately without
          restriction pursuant to Rule 144 (or any similar provision then in
          force, including Rule 144(k) but not Rule 144A) under the 1933 Act or
          when all Registrable Securities cease to be outstanding or otherwise
          cease to be Registrable Securities (the "Effectiveness Period").


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               (c) Notwithstanding any other provisions hereof, the Company and
          the Guarantors shall use their commercially reasonable efforts to
          provide that (i) any Shelf Registration Statement and any amendment
          thereto and any Prospectus forming part thereof and any supplement
          thereto complies in all material respects with the 1933 Act and the
          rules and regulations thereunder, (ii) any Shelf Registration
          Statement and any amendment thereto does not, when it becomes
          effective, contain an untrue statement of a material fact or omit to
          state a material fact required to be stated therein or necessary to
          make the statements therein not misleading and (iii) any Prospectus
          forming part of any Shelf Registration Statement, and any supplement
          to such Prospectus (as amended or supplemented from time to time),
          does not include an untrue statement of a material fact or omit to
          state a material fact necessary in order to make the statements
          therein, in light of the circumstances under which they were made, not
          misleading.

               (d) Notwithstanding any other provision hereof, no Holder of
          Registrable Securities may include any of its Registrable Securities
          in the Shelf Registration Statement pursuant to this Agreement unless
          the Holder furnishes to the Company a fully completed notice and
          questionnaire in the form attached as Annex A to the Offering
          Memorandum (the "Questionnaire") and such other information in writing
          as the Company may reasonably request in writing for use in connection
          with the Shelf Registration Statement or Prospectus included therein
          and in any application to be filed with or under state securities
          laws. In order to be named as a selling securityholder in the
          Prospectus at the time of effectiveness of the Shelf Registration
          Statement, each Holder must, before the filing of the Shelf
          Registration Statement and no later than the 20th day after the
          mailing of the Questionnaire to such Holder, furnish the completed
          Questionnaire and such other information that the Company may
          reasonably request in writing, if any, to the Company in writing and
          the Company shall include the information from the completed
          Questionnaire and such other information, if any, in the Shelf
          Registration Statement and the Prospectus in a manner so that upon
          effectiveness of the Shelf Registration Statement the Holder will be
          permitted to deliver the Prospectus to purchasers of the Holder's
          Registrable Securities. From and after the date that the Shelf
          Registration Statement is first declared effective by the SEC, upon
          receipt of a completed Questionnaire and such other information that
          the Company may reasonably request in writing, if any, the Company and
          the Guarantors will use their reasonable efforts to file within 20
          business days any amendments or supplements to the Shelf Registration
          Statement necessary for such Holder to be named as a selling


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          securityholder in the Prospectus contained therein to permit such
          Holder to deliver the Prospectus to purchasers of the Holder's
          Securities (subject to the Company's and the Guarantors' right to
          suspend the Shelf Registration Statement as described in Section 2.5
          below); provided, however, that the Company and the Guarantors shall
          not be required to file more than one such amendment to the Shelf
          Registration Statement in any calendar quarter for all such Holders.
          Holders that do not deliver a completed written Questionnaire and such
          other information, as provided for in this Section 2.1(d), will not be
          named as selling securityholders in the Prospectus. Each Holder named
          as a selling securityholder in the Prospectus agrees to promptly
          furnish to the Company all information required to be disclosed in
          order to make information previously furnished to the Company by the
          Holder not materially misleading and any other information regarding
          such Holder and the distribution of such Holder's Registrable
          Securities as the Company may from time to time reasonably request in
          writing.

               (e) Each Holder agrees not to sell any Registrable Securities
          pursuant to the Shelf Registration Statement without delivering, or
          causing to be delivered, a Prospectus to the purchaser thereof and,
          following termination of the Effectiveness Period, to notify the
          Company, within ten days of a written request by the Company, of the
          amount of Registrable Securities sold pursuant to the Shelf
          Registration Statement and, in the absence of a response, the Company
          may assume that all of such Holder's Registrable Securities have been
          so sold.

               (f) The Company and the Guarantors represent and agree that,
          unless they obtain the prior consent of a majority of the Registrable
          Securities that are registered under the Shelf Registration Statement
          at such time or the approval of the counsel for the holders of
          Registrable Securities or the consent of the managing underwriter in
          connection with any underwritten offering of Registrable Securities,
          and each Holder represents and agrees that, unless it obtains the
          prior consent of the Company and any such underwriter, it will not
          make any offer relating to the Securities that would constitute an
          "issuer free writing prospectus," as defined in Rule 433 (an "Issuer
          Free Writing Prospectus"), or that would otherwise constitute a "free
          writing prospectus," as defined in Rule 405, required to be filed with
          the SEC. The Company and the Guarantors represent that any Issuer Free
          Writing Prospectus, when taken together with the information in the
          Shelf Registration Statement and the Prospectus, will not include any
          untrue statement of a material fact or omit to state any material fact
          necessary in order to make the statements therein, in light of the
          circumstances under which they were made, not misleading.


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          The Company and the Guarantors further agree, if necessary, to
supplement or amend the Shelf Registration Statement, as required by Section
2.3(b) below, and to furnish to the Holders of Registrable Securities copies of
any such supplement or amendment promptly after its being used or filed with the
SEC.

          2.2 Expenses. The Company and the Guarantors shall pay all
Registration Expenses in connection with the registration pursuant to Section
2.1. Each Holder shall pay all underwriting discounts and commissions and
transfer taxes, if any, relating to the sale or disposition of such Holder's
Registrable Securities pursuant to the Shelf Registration Statement.

          2.3. Effectiveness. (a) The Company or a Guarantor will be deemed not
to have used its commercially reasonable efforts to cause the Shelf Registration
Statement to become, or to remain, effective during the requisite period
(subject to Section 2.5) if the Company or Guarantor voluntarily takes any
action that would, or omits to take any action which omission would, result in
any such Shelf Registration Statement not being declared effective or in the
Holders of Registrable Securities covered thereby not being able to offer and
sell such Registrable Securities during that period as and to the extent
contemplated hereby, unless such action is required by applicable law.

          (b) A Shelf Registration Statement pursuant to Section 2.1 hereof will
not be deemed to have become effective unless it has been declared effective by
the SEC or have become automatically effective under the 1933 Act; provided,
however, that if, after it has been declared effective, the offering of
Registrable Securities pursuant to a Shelf Registration Statement is interfered
with by any stop order, injunction or other order or requirement of the SEC or
any other governmental agency or court, such Shelf Registration Statement will
be deemed not to have become effective during the period of such interference,
until the offering of Registrable Securities pursuant to such Shelf Registration
Statement may legally resume.

          2.4 Interest. In the event that (a) a Shelf Registration Statement is
not filed with the SEC on or before the 120th calendar day following the Closing
Date, (b) a Shelf Registration Statement is not declared effective on or prior
to the 210th calendar day following the Closing Date, (c) after effectiveness,
subject to Section 2.5, the Shelf Registration Statement ceases to be effective
or fails to be usable by the Holders without being succeeded within ten business
days by a post-effective amendment or a report filed with the SEC pursuant to
the 1934 Act that cures the failure to be effective or usable, or (d) the Shelf
Registration Statement is unusable by the Holders for any reason, and the number
of days for which the Shelf Registration Statement shall not be usable exceeds
the Suspension Period (as defined in Section 2.5 hereof) (each such event being
a

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"Registration Default"), additional interest ("Additional Interest"), will
accrue at a rate per annum of one-quarter of one percent (0.25%) of the
principal amount of the Securities for the first 90-day period from the day
following the Registration Default, and thereafter at a rate per annum of
one-half of one percent (0.50%) of the principal amount of the Securities;
provided that in no event shall Additional Interest accrue at a rate per annum
exceeding one half of one percent (0.50%) of the issue price of the Securities.
Upon the cure of all Registration Defaults then continuing, the accrual of
Additional Interest will automatically cease and the interest rate borne by the
Securities will revert to the original interest rate at such time. Additional
Interest shall be computed based on the actual number of days elapsed in each
90-day period in which the Shelf Registration Statement is not effective or is
unusable. Holders who have converted Securities into Common Stock will not be
entitled to receive any Additional Interest with respect to such Common Stock or
the issue price of the Securities converted.

     The Company and the Guarantors shall notify the Trustee within five
business days after each and every date on which an event occurs in respect of
which Additional Interest are required to be paid. Additional Interest shall be
paid by depositing with the Trustee, in trust, for the benefit of the Holders of
Registrable Securities, on or before the applicable semiannual interest payment
date, in immediately available funds in sums sufficient to pay the Additional
Interest then due. The Additional Interest due shall be payable in arrears on
each interest payment date to the record Holder of Registrable Securities
entitled to receive the interest payment to be paid on such date as set forth in
the Indenture. Each obligation to pay Additional Interest shall be deemed to
accrue from and including the day following the Registration Default to but
excluding the day on which the Registration Default is cured.

     A Registration Default under clause (a) above shall be cured on the date
that the Registration Statement is filed with the SEC. A Registration Default
under clause (b) above shall be cured on the date that the Shelf Registration
Statement is declared effective by the SEC or deemed to become automatically
effective under the 1933 Act. A Registration Default under clauses (c) or (d)
above shall be cured on the date an amended Shelf Registration Statement is
declared effective by the SEC or deemed to become automatically effective under
the 1933 Act, or the Company and the Guarantors otherwise declares the Shelf
Registration Statement and the Prospectus useable, as applicable. The Company
and the Guarantors will have no liabilities for monetary damages other than the
Additional Interest with respect to any Registration Default.

          2.5 Suspension. Notwithstanding any other provision hereof, the
Company and the Guarantors may suspend the use of any Prospectus, without
incurring or accruing any obligation to pay Additional Interest pursuant to
Section 2.4 hereof or being deemed in violation of any other provision hereof,
for a period not to exceed 45


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calendar days in any three-month period, or an aggregate of 90 calendar days in
any twelve-month period, (each, a "Suspension Period") if the Board of Directors
of the Company shall have determined in good faith that because of valid
business reasons (not including avoidance of the Company's and the Guarantors'
obligations hereunder), including without limitation proposed or pending
corporate developments and similar events or because of filings with the SEC, it
is in the best interests of the Company and the Guarantors to suspend such use,
and prior to suspending such use the Company provides the Holders with written
notice of such suspension, which notice need not specify the nature of the event
giving rise to such suspension. Each Holder shall keep confidential any
communications received by it from the Company regarding the suspension of the
use of the Prospectus, except as required by applicable law.

          3.   Registration Procedures.

          In connection with the obligations of the Company and the Guarantors
with respect to the Shelf Registration, the Company and the Guarantors shall,
subject to the rights of the Company and the Guarantors to invoke and maintain a
Suspension Period in accordance with Section 2.5 without being in violation of
any of the provisions hereunder:

          (a) prepare and file with the SEC a Shelf Registration Statement,
within the relevant time period specified in Section 2, on the appropriate form
under the 1933 Act, which form (i) shall be selected by the Company, (ii) shall
be available for the sale of the Registrable Securities by the selling Holders
thereof, (iii) shall comply as to form in all material respects with the
requirements of the applicable form and include or incorporate by reference all
financial statements required by the SEC to be filed therewith or incorporated
by reference therein, and (iv) shall comply in all respects with the applicable
requirements of Regulation S-T under the 1933 Act, if any, and use commercially
reasonable efforts to cause such Shelf Registration Statement to become
effective and remain effective in accordance with Section 2 hereof;

          (b) prepare and file with the SEC such amendments and post-effective
amendments to the Shelf Registration Statement as may be necessary under
applicable law to keep the Shelf Registration Statement effective for the
Effectiveness Period, subject to Section 2.5; and cause each Prospectus to be
supplemented by any required prospectus supplement, and as so supplemented to be
filed pursuant to Rule 424 (or any similar provision then in force) under the
1933 Act and comply during the Effectiveness Period with the provisions of the
1933 Act, the 1934 Act and the rules and regulations thereunder required to
enable the disposition of all Registrable Securities covered by the Shelf
Registration Statement in accordance with the intended method or methods of
distribution by the selling Holders thereof;


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          (c) (i) notify each Holder of Registrable Securities of the filing, by
issuing a press release or, at the Company's option, the posting of a notice on
the Company's corporate website, of a Shelf Registration Statement with respect
to the Registrable Securities; (ii) furnish to each Holder of Registrable
Securities that has provided the information required by Section 2.1(d) and to
each underwriter of an underwritten offering of Registrable Securities, if any,
without charge, electronic copies of each Prospectus, including each preliminary
Prospectus, and any amendment or supplement thereto and such other documents as
such Holder or underwriter may reasonably request, including financial
statements and schedules and, if the Holder so requests, all exhibits in order
to facilitate the unrestricted sale or other disposition of the Registrable
Securities; and (iii) subject to Section 2.5 hereof and to any notice by the
Company in accordance with Section 3(e) hereof of the existence of any fact of
the kind described in Sections 3(e)(ii), (iii), (iv), (v) and (vi) hereof,
hereby consent to the use of the Prospectus or any amendment or supplement
thereto by each of the selling Holders of Registrable Securities that has
provided the information required by Section 2.1(d) in connection with the
offering and sale of the Registrable Securities;

          (d) use reasonable best efforts to register or qualify the Registrable
Securities under all applicable state securities or "blue sky" laws of such
jurisdictions as any Holder of Registrable Securities covered by a Shelf
Registration Statement and each underwriter of an underwritten offering of
Registrable Securities shall reasonably request, and do any and all other acts
and things which may be reasonably necessary or advisable to enable each such
Holder and underwriter to consummate the disposition in each such jurisdiction
of such Registrable Securities owned by such Holder; provided, however, that the
Company and the Guarantors shall not be required to (i) qualify as a foreign
corporation or as a dealer in securities in any jurisdiction where it would not
otherwise be required to qualify but for this Section 3(d), or (ii) take any
action which would subject it to general service of process or taxation in any
such jurisdiction where it is not then so subject;

          (e) notify promptly each Holder of Registrable Securities under a
Shelf Registration that has provided the information required by Section 2.1(d)
and, if requested by such Holder, confirm such advice in writing promptly (i)
when a Shelf Registration Statement has become effective and when any
post-effective amendments thereto have become effective, (ii) of any request by
the SEC or any state securities authority for post-effective amendments and
supplements to a Shelf Registration Statement and Prospectus or for additional
information relating thereto after the Shelf Registration Statement has become
effective, (iii) of the issuance by the SEC or any state securities authority of
any stop order suspending the effectiveness of a Shelf Registration Statement or
the initiation of any proceedings for that purpose, (iv) of the happening of any
event or the discovery of any facts during the period a Shelf Registration
Statement is effective which makes any statement made in such Shelf


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Registration Statement or the related Prospectus untrue in any material respect
or which requires the making of any changes in such Shelf Registration Statement
or Prospectus in order to make the statements therein not misleading, (v) of the
receipt by the Company or any Guarantor of any notification with respect to the
suspension of the qualification of the Registrable Securities for sale in any
jurisdiction or the initiation or threatening of any proceeding for such purpose
and (vi) of any determination by the Company and the Guarantors that a
post-effective amendment to such Shelf Registration Statement would be
appropriate, other than a post-effective amendment solely to add Guarantors or
selling Stockholders;

          (f) furnish to the Initial Purchasers on behalf of the Holders of
Registrable Securities and to special counsel to the Initial Purchasers (i)
copies of any comment letters received from the SEC with respect to a Shelf
Registration Statement, and, if requested, with respect to any documents
incorporated therein and (ii) any other request by the SEC or any state
securities authority for amendments or supplements to a Shelf Registration
Statement and Prospectus or for additional information with respect to the Shelf
Registration Statement and Prospectus;

          (g) use commercially reasonable efforts to obtain the withdrawal of
any order suspending the effectiveness of a Shelf Registration Statement at the
earliest possible moment and provide prompt notice to each Holder of the
withdrawal of such order;

          (h) furnish to each Holder of Registrable Securities that has provided
the information required by Section 2.1(d), and each underwriter, if any,
without charge, at least one conformed copy of each Shelf Registration Statement
and any post-effective amendment thereto, including financial statements and
schedules (without documents incorporated therein by reference and all exhibits
thereto, unless requested);

          (i) if electronic global certificates for the Registrable Securities
are not then available, cooperate with the selling Holders of Registrable
Securities to facilitate the timely preparation and delivery of certificates
representing Registrable Securities to be sold and not bearing any restrictive
legends (other than as required by applicable law); and enable such Registrable
Securities to be in such denominations (consistent with the provisions of the
Indenture) and registered in such names as the selling Holders or the
underwriters, if any, may reasonably request at least three business days prior
to the closing of any sale of Registrable Securities;

          (j) upon the occurrence of any event or the discovery of any facts,
each as contemplated by Sections 3(e)(ii), (iii), (iv), (v) and (vi) hereof, as
promptly as practicable after the occurrence of such an event, use commercially
reasonable efforts to prepare a supplement or post-effective amendment to the
Shelf Registration Statement


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or the related Prospectus or any document incorporated therein by reference or
file any other required document so that, as thereafter delivered to the
purchasers of the Registrable Securities, such Prospectus will not contain at
the time of such delivery any untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading or will remain so
qualified. At such time as such public disclosure is otherwise made or the
Company and the Guarantors determine that such disclosure is not necessary, in
each case to correct any misstatement of a material fact or to include any
omitted material fact, the Company and the Guarantors agree promptly to notify
each Holder of such determination and to furnish each Holder such number of
copies of the Prospectus as amended or supplemented, as such Holder may
reasonably request;

          (k) no less than three business days prior to the filing of any Shelf
Registration Statement, any Prospectus, any amendment to a Shelf Registration
Statement or amendment or supplement to a Prospectus (other than amendments and
supplements that do nothing more than name Holders and provide information with
respect thereto), provide copies of such document to the Initial Purchasers on
behalf of such Holders, and make representatives of the Company, as shall be
reasonably requested by the Holders of Registrable Securities or the Initial
Purchasers on behalf of such Holders, available for discussion of such document;

          (l) obtain CUSIP numbers for all Registrable Securities not later than
the effective date of the Shelf Registration Statement and provide the Trustee
with printed certificates for the Registrable Securities in a form eligible for
deposit with the Depositary;

          (m) (i) cause the Indenture to be qualified under the 1939 Act in
connection with the registration of the Registrable Securities, (ii) cooperate
with the Trustee and the Holders to effect such changes to the Indenture as may
be required for the Indenture to be so qualified in accordance with the terms of
the 1939 Act, and (iii) execute, and use commercially reasonable efforts to
cause the Trustee to execute, all documents as may be required to effect such
changes, and all other forms and documents required to be filed with the SEC to
enable the Indenture to be so qualified in a timely manner;

          (n) enter into such customary agreements (including, if requested, an
underwriting agreement in customary form) and take all other customary and
appropriate actions, if any, as the Majority Holders shall reasonably request in
order to expedite or facilitate the disposition of such Registrable Securities,
including, but not limited to:


                                       13

<PAGE>

               (i) obtain opinions of counsel to the Company and the Guarantors
          and updates thereof addressed to each selling Holder and the
          underwriters, if any, covering the matters set forth in the opinion of
          such counsel delivered at the Closing Date;

               (ii) obtain "comfort" letters and updates thereof from the
          Company's and the Guarantors' independent certified public accountants
          (and, if necessary, any other independent certified public accountants
          of any subsidiary of the Company or of any business acquired by the
          Company for which financial statements are, or are required to be,
          included in the Shelf Registration Statement) addressed to the
          underwriters, if any, and use reasonable efforts to have such letter
          addressed to the selling Holders of Registrable Securities (to the
          extent consistent with Statement on Auditing Standards No. 72 of the
          American Institute of Certified Public Accounts), such letters
          substantially in the form and covering the matters covered in the
          comfort letter delivered on the Closing Date;

               (iii) if an underwriting agreement is entered into, cause the
          same to set forth indemnification provisions and procedures
          substantially equivalent to the indemnification provisions and
          procedures set forth in Section 4 hereof with respect to the
          underwriters and all other parties to be indemnified pursuant to said
          Section or, at the request of any underwriters, in the form
          customarily provided to such underwriters in similar types of
          transactions; and

               (iv) deliver such documents and certificates as may be reasonably
          requested and as are customarily delivered in similar offerings to the
          Holders of a majority in principal amount of the Registrable
          Securities being sold and the managing underwriters, if any.

The above shall be done only in connection with any underwritten offering of
Registrable Securities using such Shelf Registration Statement pursuant to an
underwriting or similar agreement as and to the extent required thereunder, and
as reasonably requested by the Majority Holders thereto;

          (o) if reasonably requested in connection with a disposition of
Registrable Securities, make available for inspection during business hours by
representatives of the Holders of the Registrable Securities, any underwriters
participating in any disposition pursuant to a Shelf Registration Statement and
any counsel or accountant retained by any of the foregoing, all financial and
other records, pertinent corporate documents and properties of the Company and
the Guarantors reasonably requested by any such persons, and cause the
respective officers, directors,


                                       14

<PAGE>

employees, and any other agents of the Company and any Guarantor to supply all
information reasonably requested by any such representative, underwriter,
special counsel or accountant in connection with a Shelf Registration Statement,
and make such representatives of the Company and the Guarantors available for
discussion of such documents as shall be reasonably requested by the Initial
Purchasers, in each case as is customary for "due diligence" investigations;
provided that, to the extent the Company, in its reasonable discretion, agrees
to disclose material non-public information, such persons shall first agree in
writing with the Company that any such non-public information shall be kept
confidential by such persons and shall be used solely for the purposes of
exercising rights under this Agreement and such person shall not engage in
trading any securities of the Company until such material non-public information
becomes properly publicly available, unless (i) disclosure of such information
is required by court or administrative order or is necessary to respond to
inquiries of regulatory authorities, (ii) disclosure of such information is
required by law (including any disclosure requirements pursuant to federal
securities laws in connection with the filing of any Shelf Registration
Statement or the use of any Prospectus referred to in this Agreement upon a
customary opinion of counsel for such persons delivered and reasonably
satisfactory to the Company), (iii) such information becomes generally available
to the public other than as a result of a disclosure or failure to safeguard by
any such person, (iv) such information becomes available to any such person from
a source other than the Company and such source is not bound by a
confidentiality agreement, or (v) such non-public information ceases to be
material; provided further, that, the foregoing inspection and information
gathering shall, to the greatest extent possible, be coordinated on behalf of
all the Holders and the other parties entitled thereto by special counsel to the
Holders;

          (p) if requested by any selling Holder, a reasonable time prior to
filing the Shelf Registration Statement, any Prospectus forming a part thereof,
any amendment to the Shelf Registration Statement or amendment or supplement to
such Prospectus (other than amendments and supplements that do nothing more than
name Holders and provide information with respect thereto), provide copies of
such document to the Holders of Registrable Securities that have provided the
information required by Section 2.1(d), to the Initial Purchasers, to special
counsel for the Holders and to the underwriter or underwriters of an
underwritten offering of Registrable Securities, if any, make such changes in
any such document prior to the filing thereof as the Initial Purchasers, the
counsel to the Holders or the underwriter or underwriters reasonably request
within three business days of delivery of such copies and if requested by any
Selling Holder, not file any such document in a form to which the Majority
Holders, the Initial Purchasers on behalf of the Holders of Registrable
Securities, special counsel for the Holders of Registrable Securities or any
underwriter shall not have previously been advised and furnished a copy of or to
which the Majority Holders, the Initial Purchasers on behalf of the Holders of
Registrable Securities, special counsel to the


                                       15

<PAGE>
Holders of Registrable Securities or any underwriter shall reasonably object
within three business days of delivery of such copies, and make the
representatives of the Company and the Guarantors available for discussion of
such document as shall be reasonably requested by the Holders of Registrable
Securities, the Initial Purchasers on behalf of such Holders, special counsel
for the Holders of Registrable Securities or any underwriter;

          (q) if requested by any selling Holder or the underwriters, if any,
incorporate in the Shelf Registration Statement or Prospectus, pursuant to a
supplement or post-effective amendment if necessary, such information as such
selling Holder or underwriter, if any, may reasonable request to have included
therein with respect to the name or names of such selling Holder, the number of
shares of Common Stock or principal amount of Securities owned by such Holder,
the plan of distribution of the Registrable Securities (as required by Item 508
of Regulation S-K), the principal amount of Securities or number of shares of
Common Stock being sold, the purchase price being paid therefor, and any other
terms of the offering of the Registrable Securities to be sold in such offering;

          (r) use commercially reasonable efforts to cause all Registrable
Securities to be listed on any securities exchange or inter-dealer quotation
system on which similar debt securities issued by the Company are then listed if
requested by the Majority Holders, or if requested by the underwriter or
underwriters of an underwritten offering of Registrable Securities, if any;

          (s) use commercially reasonable efforts to cause the Registrable
Securities to be rated by the appropriate rating agencies if requested by the
underwriter or underwriters of an underwritten public offering of Registrable
Securities, if any;

          (t) otherwise comply with all applicable rules and regulations of the
SEC and make available to its security holders, as soon as reasonably
practicable, an earnings statement covering at least 12 months which shall
satisfy the provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder;
and

          (u) cooperate and assist in any filings required to be made with the
NASD and in the performance of any due diligence investigation by any
underwriter and its counsel (including any "qualified independent underwriter"
that is required to be retained in accordance with the rules and regulations of
the NASD).

          Without limiting the provisions of Section 2.1(d), the Company and the
Guarantors may (as a condition to such Holder's participation in the Shelf
Registration) require each Holder of Registrable Securities to furnish to the
Company and the


                                       16

<PAGE>
Guarantors such information regarding the Holder and the proposed distribution
by such Holder of such Registrable Securities as the Company and the Guarantors
may from time to time reasonably request in writing.

          Each Holder agrees that, upon receipt of any notice from the Company
of the happening of any event or the discovery of any facts, each of the kind
described in Section 3(e)(ii), (iii), (iv), (v) or (vi) hereof, such Holder will
forthwith discontinue disposition of Registrable Securities pursuant to the
Prospectus included in the Shelf Registration Statement until such Holder's
receipt of the copies of the supplemented or amended Prospectus contemplated by
Section 3(j) hereof or written notice from the Company that the Shelf
Registration Statement is again effective and no amendment or supplement is
needed, and, if so directed by the Company, such Holder will deliver to the
Company (at its expense) all copies in such Holder's possession, other than
permanent file copies then in such Holder's possession, of the Prospectus
covering such Registrable Securities current at the time of receipt of such
notice.

          In the event that a Registration Default has occurred and is
continuing, the Company and the Guarantors shall not file any Registration
Statement with respect to any securities (within the meaning of Section 2(1) of
the 1933 Act) of the Company or any of its subsidiaries other than Registrable
Securities.

          If any of the Registrable Securities covered by any Shelf Registration
Statement are to be sold in an underwritten offering, the underwriter or
underwriters and manager or managers that will manage such offering will be
selected by the Majority Holders of such Registrable Securities included in such
offering and shall be acceptable to the Company. No Holder of Registrable
Securities may participate in any underwritten registration hereunder unless
such Holder (a) agrees to sell such Holder's Registrable Securities on the basis
provided in any underwriting arrangements approved by the persons entitled
hereunder to approve such arrangements and (b) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents required under the terms of such underwriting arrangements.

          4.   Indemnification; Contribution.

          (a) The Company and the Guarantors agree to indemnify and hold
harmless the Initial Purchasers, each Holder, each Person who participates as an
underwriter, if any (any such Person being an "Underwriter") and each Person, if
any, who controls any such Holder or Underwriter within the meaning of Section
15 of the 1933 Act or Section 20 of the 1934 Act as follows:

                    (i) against any and all loss, liability, claim, damage and
          expense whatsoever, as incurred, arising out of any untrue statement
          or alleged untrue


                                       17

<PAGE>
          statement of a material fact contained in any Shelf Registration
          Statement (or any amendment or supplement thereto) pursuant to which
          Registrable Securities were registered under the 1933 Act, including
          all documents incorporated therein by reference, or the omission or
          alleged omission therefrom of a material fact required to be stated
          therein or necessary to make the statements therein not misleading, or
          arising out of any untrue statement or alleged untrue statement of a
          material fact contained in any Prospectus (or any amendment or
          supplement thereto) or any Issuer Free Writing Prospectus (or any
          amendment or supplement thereto) or the omission or alleged omission
          therefrom of a material fact necessary in order to make the statements
          therein, in the light of the circumstances under which they were made,
          not misleading;

                    (ii) against any and all loss, liability, claim, damage and
          expense whatsoever, as incurred, to the extent of the aggregate amount
          paid in settlement of any litigation, or any investigation or
          proceeding by any governmental agency or body, commenced or
          threatened, or of any claim whatsoever based upon any such untrue
          statement or omission, or any such alleged untrue statement or
          omission; provided that (subject to Section 4(d) below) any such
          settlement is effected with the written consent of the Company; and

                    (iii) against any and all expense whatsoever, as incurred
          (including the reasonable fees and disbursements of counsel chosen by
          any indemnified party), reasonably incurred in investigating,
          preparing or defending against any litigation, or any investigation or
          proceeding by any governmental agency or body, commenced or
          threatened, or any claim whatsoever based upon any such untrue
          statement or omission, or any such alleged untrue statement or
          omission, to the extent that any such expense is not paid under
          subparagraph (i) or (ii) above;

provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company and the
Guarantors by or on behalf of any Holder or Underwriter, if any, expressly for
use in a Shelf Registration Statement (or any amendment thereto), any Prospectus
(or any amendment or supplement thereto) or any Issuer Free Writing Prospectus
(or any amendment or supplement thereto).

          (b) Each Holder, severally, but not jointly, agrees to indemnify and
hold harmless the Company and the Guarantors, the Initial Purchasers, each
Underwriter, if any, and the other selling Holders, and each of their respective
directors and officers, and each Person, if any, who controls the Company or any
Guarantor, the Initial Purchasers, any Underwriter or any other selling Holder
within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act,
against any and all loss, liability,


                                       18

<PAGE>
claim, damage and expense described in the indemnity contained in Section 4(a)
hereof, as incurred, but only with respect to untrue statements or omissions, or
alleged untrue statements or omissions, made in the Shelf Registration Statement
(or any amendment thereto) or any Prospectus included therein (or any amendment
or supplement thereto) or any Issuer Free Writing Prospectus in reliance upon
and in conformity with written information with respect to such Holder furnished
to the Company by or on behalf of such Holder expressly for use in the Shelf
Registration Statement (or any amendment thereto) or such Prospectus (or any
amendment or supplement thereto) or any Issuer Free Writing Prospectus;
provided, however, that no such Holder shall be liable for any claims hereunder
in excess of the amount of net proceeds received by such Holder from the sale of
Registrable Securities pursuant to such Shelf Registration Statement.

          (c) Each indemnified party shall give notice as promptly as reasonably
practicable to each indemnifying party of any action or proceeding commenced
against it in respect of which indemnity may be sought hereunder, but failure to
so notify an indemnifying party shall not relieve such indemnifying party from
any liability hereunder to the extent it is not materially prejudiced as a
result thereof and in any event shall not relieve it from any liability which it
may have otherwise than on account of this indemnity agreement. An indemnifying
party may participate at its own expense in the defense of such action;
provided, however, that counsel to the indemnifying party shall not (except with
the consent of the indemnified party) also be counsel to the indemnified party.
In no event shall the indemnifying party or parties be liable for the fees and
expenses of more than one counsel (in addition to any local counsel) separate
from their own counsel for all indemnified parties in connection with any one
action or separate but similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances. No indemnifying
party shall, without the prior written consent of the indemnified parties,
settle or compromise or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever in respect of which
indemnification or contribution could be sought under this Section 4 (whether or
not the indemnified parties are actual or potential parties thereto), unless
such settlement, compromise or consent (i) includes an unconditional release of
each indemnified party from all liability arising out of such litigation,
investigation, proceeding or claim and (ii) does not include a statement as to
or an admission of fault, culpability or a failure to act by or on behalf of any
indemnified party.

          (d) If at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel, such indemnifying party agrees that it shall be liable for any
settlement of the nature contemplated by Section 4(a)(ii) effected without its
written consent if (i) such settlement is entered into more than 90 days after
receipt by such indemnifying party of the aforesaid request, (ii) such
indemnifying party shall have received notice of the


                                       19

<PAGE>
terms of such settlement at least 45 days prior to such settlement being entered
into and (iii) such indemnifying party shall not have reimbursed such
indemnified party in accordance with such request prior to the date of such
settlement.

          (e) If the indemnification provided for in this Section 4 is for any
reason unavailable to or insufficient to hold harmless an indemnified party in
respect of any losses, liabilities, claims, damages or expenses referred to
therein, then each indemnifying party shall contribute to the aggregate amount
of such losses, liabilities, claims, damages and expenses incurred by such
indemnified party, as incurred, in such proportion as is appropriate to reflect
the relative fault of the Company and the Guarantors on the one hand and the
Holders and the Initial Purchasers on the other hand in connection with the
statements or omissions which resulted in such losses, liabilities, claims,
damages or expenses, as well as any other relevant equitable considerations.

     The relative fault of the Company and the Guarantors on the one hand and
the Holders and the Initial Purchasers on the other hand shall be determined by
reference to, among other things, whether any such untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a material
fact relates to information supplied by the Company and the Guarantors, or by
the Holders or the Initial Purchasers and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.

     The Company, the Guarantors, the Holders and the Initial Purchasers agree
that it would not be just and equitable if contribution pursuant to this Section
4 were determined by pro rata allocation (even if the Initial Purchasers were
treated as one entity for such purpose) or by any other method of allocation
which does not take account of the equitable considerations referred to above in
this Section 4. The aggregate amount of losses, liabilities, claims, damages and
expenses incurred by an indemnified party and referred to above in this Section
4 shall be deemed to include any legal or other expenses reasonably incurred by
such indemnified party in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based upon any such
untrue or alleged untrue statement or omission or alleged omission.

     Notwithstanding the provisions of this Section 4, no Initial Purchasers
shall be required to contribute any amount in excess of the amount by which the
total price at which the Securities sold by it were offered exceeds the amount
of any damages which such Initial Purchasers have otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission or alleged
omission.

     No Person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation.



                                       20

<PAGE>
     For purposes of this Section 4, each Person, if any, who controls an
Initial Purchaser or Holder within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act shall have the same rights to contribution as such
Initial Purchaser or Holder, and each director of the Company or any Guarantor,
and each Person, if any, who controls the Company or any Guarantor within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have
the same rights to contribution as the Company. The Initial Purchasers'
respective obligations to contribute pursuant to this Section 4 are several in
proportion to the principal amount of Securities set forth opposite their
respective names in Schedule A to the Purchase Agreement and not joint.

          5.   Miscellaneous.

          5.1 Rule 144 and Rule 144A. If the Company is not required to file
reports under Section 13 or 15(d) of the 1934 Act, the Company covenants that it
will upon the request of any Holder of Registrable Securities (a) make publicly
available such information as is necessary to permit sales pursuant to Rule 144
under the 1933 Act, (b) deliver such information to a prospective purchaser as
is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it
will take such further action as any Holder of Registrable Securities may
reasonably request for such purpose, and (c) take such further action that is
reasonable in the circumstances, in each case, to the extent required from time
to time to enable such Holder to sell its Registrable Securities without
registration under the 1933 Act within the limitation of the exemptions provided
by (i) Rule 144 under the 1933 Act, as such Rule may be amended from time to
time, (ii) Rule 144A under the 1933 Act, as such Rule may be amended from time
to time, or (iii) any similar rules or regulations hereafter adopted by the SEC.
Upon the request of any Holder of Registrable Securities, the Company will
deliver to such Holder a written statement as to whether it has complied with
such requirements.

          5.2 No Inconsistent Agreements. The Company and the Guarantors have
not entered into and the Company and the Guarantors shall not, after the date of
this Agreement, enter into any agreement which is inconsistent with the rights
granted to the Holders of Registrable Securities in this Agreement or otherwise
conflicts with the provisions hereof. The rights granted to the Holders
hereunder do not and will not for the term of this Agreement in any way conflict
with the rights granted to the holders of any of the Company's or any
Guarantor's other issued and outstanding securities under any such agreements.

          5.3 No Adverse Actions Affecting Registration Rights. Subject to the
rights of the Company and the Guarantors to invoke and maintain a Suspension
Period, the Company and the Guarantors shall not, directly or indirectly,
intentionally take any


                                       21

<PAGE>
action with respect to the Registrable Securities as a
class that would adversely affect the ability of the Holders of Registrable
Securities to include such Registrable Securities in a registration undertaken
pursuant to this Agreement.

          5.4 Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given unless the Company and the Guarantors have obtained the written
consent of Holders of at least a majority in aggregate principal amount of the
outstanding Registrable Securities (with Holders of Securities deemed to be the
Holders, for purposes of this Section 5.4, of the number of outstanding shares
of Common Stock into which such Registrable Securities are or could be
convertible on the date that consent would be required) affected by such
amendment, modification, supplement, waiver or departure. Notwithstanding the
foregoing, this Agreement may be amended by a written agreement among the
Company, the Guarantors and the Initial Purchasers, without the consent of the
Holders of the Registrable Securities, in order to cure any ambiguity or to
correct or supplement any provision contained herein, provided that no such
amendment shall adversely affect the interest of the Holders of Registrable
Securities in any material respect. Each Holder of Registrable Securities
outstanding at the time of any amendment, modification, waiver or consent
pursuant to this Section 5.4, shall be bound by such amendment, modification,
waiver or consent, whether or not any notice or writing indicating such
amendment, modification, waiver or consent is delivered to such Holder.

          5.5 Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, registered
first-class mail, facsimile, or any courier guaranteeing overnight delivery (a)
if to a Holder, at the most current address given by such Holder to the Company
in a Questionnaire or by means of a notice given in accordance with the
provisions of this Section 5.5, which address initially is the address set forth
in the Purchase Agreement with respect to the Initial Purchasers; and (b) if to
the Company or any Guarantor, initially at the Company's address set forth in
the Purchase Agreement, and thereafter at such other address of which notice is
given in accordance with the provisions of this Section 5.5.

          All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; two business days
after being deposited in the mail, postage prepaid, if mailed; when receipt is
acknowledged, if sent by facsimile; and on the next business day if timely
delivered to an overnight courier.



                                       22

<PAGE>
          Copies of all such notices, demands, or other communications shall be
concurrently delivered by the person giving the same to the Trustee under the
Indenture, at the address specified in such Indenture.

          5.6 Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the successors, assigns and transferees of each of the
parties, including, without limitation and without the need for an express
assignment, subsequent Holders; provided that nothing herein shall be deemed to
permit any assignment, transfer or other disposition of Registrable Securities
in violation of the terms of the Purchase Agreement or the Indenture. If any
transferee of any Holder shall acquire Registrable Securities, in any manner,
whether by operation of law or otherwise, such Registrable Securities shall be
held subject to all of the terms of this Agreement, and by taking and holding
such Registrable Securities such person shall be conclusively deemed to have
agreed to be bound by and to perform all of the terms and provisions of this
Agreement, including the restrictions on resale set forth in this Agreement and,
if applicable, the Purchase Agreement, and such person shall be entitled to
receive the benefits hereof. The Initial Purchasers (in their capacity as
Initial Purchasers) shall have no liability or obligation to the Company or the
Guarantors with respect to any failure by a Holder, other than such Initial
Purchaser, to comply with, or breach by any Holder, other than such Initial
Purchaser, of, any of the obligations of such Holder under this Agreement.

          5.7 Third Party Beneficiaries. The Initial Purchasers (even if the
Initial Purchasers are not a Holder of Registrable Securities) shall be a third
party beneficiary to the agreements made hereunder between the Company and the
Guarantors, on the one hand, and the Holders, on the other hand, and shall have
the right to enforce such agreements directly to the extent they deem such
enforcement necessary or advisable to protect their rights or the rights of
Holders hereunder. Each Holder of Registrable Securities shall be a third party
beneficiary to the agreements made hereunder between the Company and the
Guarantors, on the one hand, and the Initial Purchasers, on the other hand, and
shall have the right to enforce such agreements directly to the extent it deems
such enforcement necessary or advisable to protect its rights hereunder.

          5.8 Specific Enforcement. Without limiting the remedies available to
the Initial Purchasers and the Holders, the Company and the Guarantors
acknowledges that any failure by the Company and the Guarantors to comply with
its obligations under Section 2.1 hereof may result in material irreparable
injury to the Initial Purchasers or the Holders for which there is no adequate
remedy at law, that it may not be possible to measure damages for such injuries
precisely and that, in the event of any such failure, the Initial Purchasers or
any Holder may seek such relief as may be required to specifically enforce the
Company's obligations under Section 2.1 hereof.



                                       23

<PAGE>
          5.9 Restriction on Resales. Until the expiration of two years after
the original issuance of the Securities, the Company and the Guarantors will
not, and will cause their respective Affiliates not to, resell any Securities
which are "restricted securities" (as such term is defined under Rule 144(a)(3)
under the 1933 Act) that have been reacquired by any of them and shall
immediately upon any purchase of any such Securities submit such Securities to
the Trustee for cancellation.

          5.10 Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

          5.11 Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

          5.12 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICT OF LAWS THEREOF.

          5.13 Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.

          5.14 Entire Agreement. This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted by the Company with respect to
the Registrable Securities. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.


                                       24

<PAGE>

          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                        UNITED AUTO GROUP, INC.


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

                                        THE GUARANTORS:

                                        AUTO MALL PAYROLL SERVICES, INC.
                                        BRETT MORGAN CHEVROLET-GEO, INC.
                                        CENTRAL FORD CENTER, INC.
                                        CJNS, LLC
                                        CLASSIC AUTO GROUP, INC.
                                        CLASSIC ENTERPRISES, LLC
                                        CLASSIC IMPORTS, INC.
                                        CLASSIC MANAGEMENT COMPANY, INC.
                                        CLASSIC MOTOR SALES, LLC
                                        CLASSIC NISSAN OF TURNERSVILLE, LLC
                                        CLASSIC TURNERSVILLE, INC.
                                        COVINGTON PIKE DODGE, INC.
                                        D. YOUNG CHEVROLET, LLC
                                        DAN YOUNG CHEVROLET, INC.
                                        DAN YOUNG MOTORS, LLC
                                        DEALER ACCESSORIES, LLC
                                        DIFEO PARTNERSHIP, LLC
                                        EUROPA AUTO IMPORTS, INC.
                                        FLORIDA CHRYSLER PLYMOUTH, INC.
                                        FRN OF TULSA, LLC
                                        GENE REED CHEVROLET, INC.
                                        GMG MOTORS, INC.
                                        GOODSON NORTH, LLC
                                        GOODSON PONTIAC-GMC, LLC
                                        GOODSON SPRING BRANCH, LLC

<PAGE>

                                        HT AUTOMOTIVE, LTD.
                                        JS IMPORTS, INC.
                                        KMPB, LLC
                                        KMT/UAG, INC.
                                        LANDERS AUTO SALES, LLC
                                        LANDERS BUICK PONTIAC, INC.
                                        LANDERS FORD NORTH, INC.
                                        LANDERS FORD, INC.
                                        LANDERS NISSAN, LLC
                                        LANDERS UNITED AUTO GROUP NO. 2, INC.
                                        LATE ACQUISITION I, LLC
                                        LATE ACQUISITION II, LLC
                                        LMNS, LLC
                                        LRP, LTD.
                                        MICHAEL CHEVROLET-OLDSMOBILE, INC.
                                        MOTORCARS ACQUISITION II, LLC
                                        MOTORCARS ACQUISITION III, LLC
                                        MOTORCARS ACQUISITION IV, LLC
                                        MOTORCARS ACQUISITION V, LLC
                                        MOTORCARS ACQUISITION VI, LLC
                                        MOTORCARS ACQUISITION, LLC
                                        NATIONAL CITY FORD, INC.
                                        NISSAN OF NORTH OLMSTED, LLC
                                        PALM AUTO PLAZA, INC.
                                        PEACHTREE NISSAN, INC.
                                        PMRC, LLC
                                        REED-LALLIER CHEVROLET, INC.
                                        RELENTLESS PURSUIT ENTERPRISES, INC.
                                        SA AUTOMOTIVE, LTD.
                                        SAU AUTOMOTIVE, LTD.
                                        SCOTTSDALE FERRARI, LLC
                                        SCOTTSDALE JAGUAR, LTD.
                                        SCOTTSDALE MANAGEMENT GROUP, LTD.
                                        SIGMA MOTORS, INC.
                                        SK MOTORS, LTD.

<PAGE>

                                        SL AUTOMOTIVE, LTD.
                                        SOMERSET MOTORS, INC.
                                        SUN MOTORS, LTD.
                                        THE NEW GRACELAND DODGE, INC.
                                        TRI-CITY LEASING, INC.
                                        UAG ATLANTA H1, LLC
                                        UAG ATLANTA IV MOTORS, INC.
                                        UAG CAPITOL, INC.
                                        UAG CARIBBEAN, INC.
                                        UAG CAROLINA, INC.
                                        UAG CENTRAL FLORIDA MOTORS, LLC
                                        UAG CENTRAL REGION MANAGEMENT, INC.
                                        UAG CERRITOS, LLC
                                        UAG CHCC, INC.
                                        UAG CHEVROLET, INC.
                                        UAG CITRUS MOTORS, LLC
                                        UAG CLASSIC, INC.
                                        UAG CLOVIS, INC.
                                        UAG CONNECTICUT, LLC
                                        UAG DULUTH, INC.
                                        UAG EAST, LLC
                                        UAG ESCONDIDO A1, INC.
                                        UAG ESCONDIDO H1, INC.
                                        UAG ESCONDIDO M1, INC.
                                        UAG FAYETTEVILLE I, LLC
                                        UAG FAYETTEVILLE II, LLC
                                        UAG FAYETTEVILLE III, LLC
                                        UAG FINANCE COMPANY, INC.
                                        UAG GRACELAND II, INC.
                                        UAG HUDSON, INC.
                                        UAG INTERNATIONAL HOLDINGS, INC.
                                        UAG KISSIMMEE MOTORS, INC.
                                        UAG LANDERS SPRINGDALE, LLC
                                        UAG LOS GATOS, INC.
                                        UAG MARIN, INC.
                                        UAG MEMPHIS II, INC.
                                        UAG MEMPHIS IV, INC.

<PAGE>

                                        UAG MEMPHIS V, INC.
                                        UAG MICHIGAN CADILLAC, LLC
                                        UAG MICHIGAN H1, LLC
                                        UAG MICHIGAN H2, LLC
                                        UAG MICHIGAN PONTIAC-GMC, LLC
                                        UAG MICHIGAN T1, LLC
                                        UAG MICHIGAN TMV, LLC
                                        UAG NANUET I, LLC
                                        UAG NANUET II, LLC
                                        UAG NEVADA LAND, LLC
                                        UAG NORTHEAST, LLC
                                        UAG OLDSMOBILE OF INDIANA, LLC
                                        UAG PHOENIX VC, LLC
                                        UAG ROYAL PALM, LLC
                                        UAG SAN DIEGO A1, INC.
                                        UAG SAN DIEGO AU, INC.
                                        UAG SAN DIEGO H1, INC.
                                        UAG SAN DIEGO JA, INC.
                                        UAG SAN DIEGO MANAGEMENT, INC.
                                        UAG SOUTHEAST, INC.
                                        UAG SPRING, LLC
                                        UAG STEVENS CREEK II, INC.
                                        UAG SUNNYVALE, INC.
                                        UAG TORRANCE, INC.
                                        UAG TULSA JLM, LLC
                                        UAG TULSA VC, LLC
                                        UAG TURNERSVILLE MOTORS, LLC
                                        UAG VC II, LLC
                                        UAG VK, LLC
                                        UAG WEST BAY AM, LLC
                                        UAG WEST BAY FM, LLC
                                        UAG WEST BAY IA, LLC
                                        UAG WEST BAY IAU, LLC
                                        UAG WEST BAY IB, LLC
                                        UAG WEST BAY II, LLC
                                        UAG WEST BAY IL, LLC
                                        UAG WEST BAY IM, LLC
                                        UAG WEST BAY IN, LLC
                                        UAG WEST BAY IP, LLC

<PAGE>

                                        UAG WEST BAY IV, LLC
                                        UAG WEST BAY IW, LLC
                                        UAG WEST, LLC
                                        UAG YOUNG AUTOMOTIVE GROUP, LLC
                                        UAG YOUNG II, INC.
                                        UAG/PFS, INC.
                                        UNITED FORD BROKEN ARROW, LLC
                                        UNITED FORD NORTH, LLC
                                        UNITED FORD SOUTH, LLC
                                        UNITED NISSAN, INC. (A GEORGIA
                                           CORPORATION)
                                        UNITED NISSAN, INC. (A TENNESSEE
                                           CORPORATION)
                                        UNITED RANCH AUTOMOTIVE, LLC
                                        UNITEDAUTO DODGE OF SHREVEPORT, INC.
                                        UNITEDAUTO SCOTTSDALE PROPERTY
                                        HOLDINGS, LLC
                                        WEST PALM AUTO MALL, INC.
                                        WEST PALM NISSAN, INC.
                                        WESTBURY SUPERSTORE, LTD.
                                        YOUNG AUTOMOTIVE HOLDINGS, LLC
                                        YOUNG MANAGEMENT GROUP, INC.


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

<PAGE>

                                        ATLANTIC AUTO FUNDING CORPORATION
                                        ATLANTIC AUTO SECOND FUNDING CORPORATION
                                        ATLANTIC AUTO THIRD FUNDING CORPORATION
                                        UAG MICHIGAN HOLDINGS, INC.
                                        UAG NORTHEAST BODY SHOP, INC.
                                        UAG REALTY, LLC
                                        UAG TEXAS II, INC.
                                        UAG TEXAS, LLC
                                        UAG TULSA HOLDINGS, LLC
                                        UAG TURNERSVILLE REALTY, LLC
                                        UNITEDAUTO FIFTH FUNDING, INC.
                                        UNITED AUTO LICENSING, LLC
                                        UNITED AUTOCARE PRODUCTS, LLC
                                        UNITEDAUTO FINANCE, INC.
                                        UNITEDAUTO FOURTH FUNDING INC.


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

<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, LLC
                                            A general partner


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


                                        SHANNON AUTOMOTIVE, LTD.
                                        UAG HOUSTON ACQUISITION, LTD.

                                        By: UAG TEXAS II, INC., a general
                                            partner


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

<PAGE>

                                        WTA MOTORS, LTD.

                                        By: LATE ACQUISITION II, LLC, a general
                                            partner


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


                                        UAG GD, LTD.
                                        UAG GN, LTD.
                                        UAG GP, LTD.
                                        UAG GW, LTD.

                                        By: UAG HOUSTON ACQUISITION, LTD., a
                                            general partner

                                        By: UAG TEXAS II, INC., a general
                                            partner


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

<PAGE>

Confirmed and accepted as of the date
first above written:

MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED

THOMAS WEISEL PARTNERS LLC

BY: MERRILL LYNCH, PIERCE,
    FENNER & SMITH INCORPORATED


By: /s/ Laurent Gaudry
    ---------------------------------
Name: Laurent Gaudry
Title: Vice President