exv10w1



 




ANNEX A




PURCHASE AGREEMENT



by and between



MITSUI & CO., LTD.,



MITSUI & CO. (U.S.A.), INC.,



INTERNATIONAL MOTOR CARS GROUP I,
L.L.C.,



INTERNATIONAL MOTOR CARS GROUPS II,
L.L.C.,



PENSKE CORPORATION,



PENSKE AUTOMOTIVE HOLDINGS CORP.,



and



UNITED AUTO GROUP, INC.



dated as of



February 16, 2004


 






 




TABLE OF CONTENTS



	 	 	 	 	 	 	 
					Page
					

	
    ARTICLE I

     SALE AND PURCHASE OF SECURITIES
    
	
    
    SECTION 1.1
    

    	 	
    THE PURCHASE
    	 	 	A-1	 
	
    
    SECTION 1.2
    

    	 	
    USE OF PROCEEDS
    	 	 	A-1	 
	
    
    SECTION 1.3
    

    	 	
    THE CLOSING
    	 	 	A-1	 
	
    
    SECTION 1.4
    

    	 	
    PAYMENT INSTRUCTIONS
    	 	 	A-1	 
	
    
    SECTION 1.5
    

    	 	
    ACTIONS AT THE CLOSING
    	 	 	A-1	 
	
    
    SECTION 1.6
    

    	 	
    LEGEND
    	 	 	A-2	 
	 
	
    ARTICLE II

     REPRESENTATIONS & WARRANTIES CONCERNING THE COMPANY
    
	
    
    SECTION 2.1
    

    	 	
    ORGANIZATION AND GOOD STANDING; POWER AND
    AUTHORITY; QUALIFICATIONS
    	 	 	A-2	 
	
    
    SECTION 2.2
    

    	 	
    AUTHORIZATION OF THE AGREEMENT
    	 	 	A-2	 
	
    
    SECTION 2.3
    

    	 	
    NO CONFLICT
    	 	 	A-3	 
	
    
    SECTION 2.4
    

    	 	
    CONSENTS
    	 	 	A-3	 
	
    
    SECTION 2.5
    

    	 	
    TITLE TO SHARES
    	 	 	A-3	 
	
    
    SECTION 2.6
    

    	 	
    DISCLOSURE; UNDISCLOSED LIABILITIES
    	 	 	A-3	 
	
    
    SECTION 2.7
    

    	 	
    PROXY STATEMENT
    	 	 	A-3	 
	 
	
    ARTICLE III

     REPRESENTATIONS & WARRANTIES CONCERNING THE PURCHASER
    
	
    
    SECTION 3.1
    

    	 	
    REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS
    	 	 	A-4	 
	 
	
    ARTICLE IV

     REPRESENTATIONS AND WARRANTIES CONCERNING THE PCP ENTITIES AND
    PENSKE
    
	
    
    SECTION 4.1
    

    	 	
    REPRESENTATIONS AND WARRANTIES OF THE PCP
    ENTITIES AND PENSKE
    	 	 	A-4	 
	 
	
    ARTICLE V

     CONDITIONS
    
	
    
    SECTION 5.1
    

    	 	
    CONDITIONS TO OBLIGATIONS OF THE PURCHASERS
    	 	 	A-5	 
	
    
    SECTION 5.2
    

    	 	
    CONDITIONS TO OBLIGATIONS OF THE COMPANY
    	 	 	A-5	 
	 
	
    ARTICLE VI

     COVENANTS
    
	
    
    SECTION 6.1
    

    	 	
    STANDSTILL PROVISIONS
    	 	 	A-6	 
	
    
    SECTION 6.2
    

    	 	
    EXCEPTIONS TO THE STANDSTILL PROVISIONS
    	 	 	A-7	 
	
    
    SECTION 6.3
    

    	 	
    RIGHT OF COMPANY TO RECEIVE NOTICE OF CERTAIN
    PURCHASER ACQUISITIONS
    	 	 	A-7	 
	
    
    SECTION 6.4
    

    	 	
    RIGHT OF PURCHASERS TO DESIGNATE AN OFFICER
    	 	 	A-7	 
	
    
    SECTION 6.5
    

    	 	
    DIRECTOR NOMINATION PROCEDURES
    	 	 	A-8	 
	
    
    SECTION 6.6
    

    	 	
    OBSERVER
    	 	 	A-8	 
	
    
    SECTION 6.7
    

    	 	
    CONFIDENTIALITY OBLIGATION
    	 	 	A-8	 




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					Page
					

	
    ARTICLE VII

     TERMINATION
    
	
    
    SECTION 7.1
    

    	 	
    TERMINATION PRIOR TO CLOSING
    	 	 	A-8	 
	
    
    SECTION 7.2
    

    	 	
    TERMINATION FOLLOWING CLOSING
    	 	 	A-9	 
	
    
    SECTION 7.3
    

    	 	
    EFFECTS OF TERMINATION
    	 	 	A-9	 
	
    
    SECTION 7.4
    

    	 	
    SURVIVAL OF REPRESENTATIONS
    	 	 	A-9	 
	 
	
    ARTICLE VIII

     MISCELLANEOUS
    
	
    
    SECTION 8.1
    

    	 	
    NOTICES
    	 	 	A-9	 
	
    
    SECTION 8.2
    

    	 	
    AMENDMENTS AND WAIVERS
    	 	 	A-10	 
	
    
    SECTION 8.3
    

    	 	
    SUCCESSORS AND ASSIGNS
    	 	 	A-10	 
	
    
    SECTION 8.4
    

    	 	
    ENTIRE AGREEMENT
    	 	 	A-10	 
	
    
    SECTION 8.5
    

    	 	
    GOVERNING LAW
    	 	 	A-10	 
	
    
    SECTION 8.6
    

    	 	
    SUBMISSION TO JURISDICTION
    	 	 	A-10	 
	
    
    SECTION 8.7
    

    	 	
    COUNTERPARTS
    	 	 	A-10	 
	
    
    SECTION 8.8
    

    	 	
    SEVERABILITY
    	 	 	A-10	 
	
    
    SECTION 8.9
    

    	 	
    SPECIFIC PERFORMANCE
    	 	 	A-10	 
	
    
    SECTION 8.10
    

    	 	
    FURTHER ASSURANCES
    	 	 	A-11	 
	
    
    SECTION 8.11
    

    	 	
    EXPENSES
    	 	 	A-11	 
	 
	
    ARTICLE IX

     DEFINITIONS
    
	
    
    SECTION 9.1
    

    	 	
    DEFINITIONS
    	 	 	A-11	 




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PURCHASE AGREEMENT


     
This PURCHASE AGREEMENT (the
“Agreement”) dated as of February 16 2004
is by and between UNITED AUTO GROUP, INC., a Delaware
corporation (the “Company”), MITSUI &
CO., LTD., a Japanese company (“Mitsui Japan”),
MITSUI & CO. (U.S.A.), INC., a New York corporation
(“Mitsui USA” and, together with Mitsui Japan,
the “Purchasers”), INTERNATIONAL MOTOR CARS
GROUP I, L.L.C., a Delaware limited liability company
(“PCP I”), INTERNATIONAL MOTOR CARS GROUP II,
L.L.C., a Delaware limited liability company (“PCP
II” and, together with PCP I, the “PCP
Entities”), PENSKE CORPORATION, a Delaware corporation
(“Penske Corporation”), and PENSKE AUTOMOTIVE
HOLDINGS CORP., a Delaware corporation (“Penske
Holdings”, and together with Penske Corporation,
“Penske”).




RECITALS


     
WHEREAS, the Company
desires to sell to the Purchasers, and the Purchasers desire to
purchase from the Company, an aggregate of 4,050,000 shares of
Common Stock, par value $0.0001 per share, of the Company, for a
purchase price of $29.49 per share; and



     
WHEREAS, the parties
wish to provide for certain matters relating to the
Purchasers’, the PCP Entities’ and Penske’s
ownership of shares of Common Stock of the Company;



     
NOW, THEREFORE, in
consideration of the mutual promises and of the mutual
covenants, representations and warranties and obligations
hereinafter set forth, for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:




ARTICLE I




SALE AND PURCHASE OF SECURITIES



     
SECTION 1.1     The
Purchase. At the Closing, subject to the terms and
conditions hereof, (a) Mitsui Japan shall purchase (the
“Mitsui Japan Purchase”) from the Company, and
the Company shall sell to Mitsui Japan, 3,240,000 shares of
Common Stock of the Company (the “Mitsui Japan
Securities”) at a purchase price of $29.49 per share
and an aggregate purchase price of $95,547,600 (the
“Mitsui Japan Purchase Price”) payable at the
Closing, and (b) Mitsui USA shall purchase (the
“Mitsui USA Purchase” and, together with the
Mitsui Japan Purchase, the “Purchase”) from the
Company, and the Company shall sell to Mitsui USA, 810,000
shares of Common Stock of the Company (the “Mitsui USA
Securities” and, together with the Mitsui Japan
Securities, the “Securities”) at a purchase
price of $29.49 per share and an aggregate purchase price of
$23,886,900 (the “Mitsui USA Purchase Price”
and, together with the Mitsui Japan Purchase Price, the
“Purchase Price”) payable at the Closing.



     
SECTION 1.2     Use
of Proceeds. The Company will use the proceeds of the
Purchase for general corporate purposes.



     
SECTION 1.3     The
Closing. The closing of the sale and purchase of the
Securities (the “Closing”) shall take place at
the offices of Debevoise & Plimpton LLP, 919 Third
Avenue, New York, New York, at 10:00 a.m., New York time,
as soon as practicable, but in any event not later than five
Business Days after satisfaction or waiver of the conditions
contained in Article V, unless the parties otherwise agree
in writing (the “Closing Date”).



     
SECTION 1.4     Payment
Instructions. The Company agrees to provide to the
Purchasers wire transfer instructions for payment of the
Purchase Price at least five Business Days prior to the Closing
Date.



     
SECTION 1.5     Actions
at the Closing. At the Closing, the following actions shall
occur (the “Closing Actions”):




		
	 	     
    (a) The Company shall issue and deliver to
    Mitsui Japan the Mitsui Japan Securities, evidenced by stock
    certificates in the name of Mitsui Japan, free and clear of
    liens and encumbrances thereon.
    




A-1







 




		
	 	     
    (b) The Company shall issue and deliver to
    Mitsui USA the Mitsui USA Securities, evidenced by stock
    certificates in the name of Mitsui USA, free and clear of liens
    and encumbrances thereon.
    
	 
	 	     
    (c) Mitsui Japan shall pay the Mitsui Japan
    Purchase Price to the account of the Company by wire transfer
    pursuant to instructions provided by the Company in accordance
    with Section 1.4.
    
	 
	 	     
    (d) Mitsui USA shall pay the Mitsui USA
    Purchase Price to the account of the Company by wire transfer
    pursuant to instructions provided by the Company in accordance
    with Section 1.4.
    
	 
	 	     
    (e) The Company shall make the other
    deliveries required by Article V.
    
	 
	 	     
    (f) The Company shall have filed with the
    New York Stock Exchange an Application for Listing of Additional
    Shares with respect to the Securities.
    




     
SECTION 1.6     Legend.



     
(a) The parties hereby acknowledge and agree
that each of the certificates representing the Securities shall
include the following legend and any other legend required by
law:




THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”) AND MAY BE OFFERED OR SOLD ONLY
IF REGISTERED UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT.



     
(b) The requirement that the above
securities legend be placed upon certificates evidencing shares
of Securities shall cease and terminate upon the earliest of the
following events: (i) when such shares are
transferred in an underwritten public offering,
(ii) when such shares are transferred pursuant to
Rule 144 in compliance with the Securities Act or
(iii) when such shares are transferred in any other
transaction if the seller delivers to the Company an opinion of
its counsel, which counsel and opinion shall be reasonably
satisfactory to the Company, or a “no-action” letter
from the staff of the Securities and Exchange Commission, in
either case to the effect that such legend is no longer
necessary in order to protect the Company against a violation by
it of the Securities Act upon any sale or other disposition of
such shares without registration thereunder. Upon the
consummation of any event requiring the removal of a legend
hereunder, the Company, upon the surrender of certificates
containing such legend, shall, at its own expense, deliver to
the holder of any such shares as to which the requirement for
such legend shall have terminated, one or more new certificates
evidencing such shares not bearing such legend.




ARTICLE II




REPRESENTATIONS & WARRANTIES CONCERNING
THE COMPANY



     
The Company hereby represents and warrants to
each Purchaser as follows as of the date hereof and as of the
Closing Date:



     
SECTION 2.1     Organization
and Good Standing; Power and Authority; Qualifications. The
Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware, and has
all requisite corporate power and authority to own, lease and
operate its properties, to carry on its business as presently
conducted and as proposed to be conducted. The Company has all
requisite corporate power and authority to enter and deliver
this Agreement, to perform its obligations hereunder and carry
out the transactions contemplated by the Agreement.



     
SECTION 2.2     Authorization
of the Agreement. Except for receipt of the Company
Stockholder Approval (as defined in Section 4.1(e)), the
execution, delivery and performance of the Agreement has been
duly authorized by all requisite corporate action on the part of
the Company, including by a disinterested majority of the board
of directors of the Company in accordance with Section 144
of the Delaware General Corporation Law, and the Agreement
constitutes a legal, valid and binding obligation of the
Company, enforceable against the Company, in accordance with its
terms, except to the extent that enforceability may be



A-2








 




limited by bankruptcy, insolvency or other
similar laws affecting creditors’ rights generally. The
Board of Directors of the Company has approved this Agreement
and the transactions contemplated hereby so that
Section 203 of the General Corporation Law of Delaware
(“DGCL”) shall not apply to any business
combination (as defined in Section 203 of DGCL) of the
Company as a result of the Purchase or any other transaction
contemplated hereby, and has recommended that the holders of
Common Stock of the Company approve the Purchase.




     
SECTION 2.3     No
Conflict. The execution, delivery and performance by the
Company of the Agreement and the consummation by the Company of
the transactions contemplated hereby and thereby, and the
issuance, sale and delivery by the Company of the Securities
will not (a) violate any provision of law, statute,
rule or regulation (including stock exchange rules), or any
ruling, writ, injunction, order, judgment or decree of any
court, administrative agency or other governmental body
applicable to the Company or any of its properties or assets,
(b) conflict with or result in any breach of any of
the terms, conditions or provisions of, or constitute (with due
notice or lapse of time, or both) a default (or give rise to any
right of termination, cancellation or acceleration) under any
agreement of the Company, or result in the creation of any
mortgage, lien, security interest, loan, charge or encumbrance,
upon any of the properties or assets of the Company, or
(c) violate the Certificate of Incorporation or the
by-laws of the Company.



     
SECTION 2.4     Consents.
No permit, authorization, consent or approval of or by, or any
notification of or filing of the Company (other than a filing
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended (the “HSR Act”), and a merger
notification filing with the Brazilian Conselho Administrativo
de Defesa Econômica (“CADE”)) with any
person (governmental or private) is required in connection with
the execution and delivery by the Company of the Agreement or
any documentation relating thereto, the consummation by the
Company of the transactions contemplated hereby or thereby, or
the issuance, sale or delivery of the Securities.



     
SECTION 2.5     Title
to Shares. Upon delivery of the Securities as provided in
Section 1.4, the Securities will be duly authorized and
validly issued, and Mitsui Japan will acquire good and valid
title to the Mitsui Japan Securities and Mitsui USA will acquire
good and valid title to the Mitsui USA Securities, in each case
free and clear of any encumbrances and liens. The Securities
shall be fully paid and non-assessable and at the time of
purchase (assuming no additional issuances of capital stock
other than pursuant to this Agreement) shall represent
approximately 15.8% of the issued and outstanding capital stock
of the Company on a fully-diluted basis (assuming the exercise
of all options to purchase shares of Common Stock of the
Company).



     
SECTION 2.6     Disclosure;
Undisclosed Liabilities. This Agreement and each certificate
or other instrument, or document furnished by or on behalf of
the Company to the Purchasers and the filings and reports of the
Company under the Securities Act and the Securities Exchange Act
of 1934 (the “Exchange Act”) do not contain any
untrue statement of a material fact or omit to state a fact
required to be stated therein or necessary to make the
statements contained therein in light of the circumstances in
which they were made not misleading. The Company has no
liabilities or obligations of any nature, whether known,
unknown, absolute, accrued, contingent or otherwise and whether
due or to become due, except (i) as disclosed in its
filings under the Exchange Act, and (ii) as could
not reasonably be expected to have a material adverse effect on
the properties, business, results of operations or earnings of
the Company.



     
SECTION 2.7     Proxy
Statement. The proxy statement pursuant to which the Company
will solicit the Company Stockholder Approval (the
“Proxy Statement”) will comply in all material
respects with the Exchange Act and the rules and regulations
thereunder. The Proxy Statement (or any amendment thereof or
supplement thereto), at the date it is mailed to stockholders
and at the time of the Company Stockholder Meeting (as defined
in Section 8.10), will not contain any untrue statement of
a material fact or omit to state a fact required to be stated
therein or necessary to make the statements contained therein in
light of the circumstances in which they were made not
misleading, except that no representation is made by the Company
with respect to any statements therein based on information
supplied by the Purchasers in writing to the Company
specifically for inclusion therein.



A-3







 




ARTICLE III




REPRESENTATIONS & WARRANTIES CONCERNING THE
PURCHASER



     
SECTION 3.1     Representations
and Warranties of the Purchasers. Each Purchaser represents
and warrants to the Company, Penske and the PCP Entities as of
the date hereof and as of the Closing Date as follows:




		
	 	     
    (a) Such Purchaser is acquiring Securities
    for its own account, for investment and not with a view to the
    distribution thereof within the meaning of the Securities Act.
    
	 
	 	     
    (b) Such Purchaser understands that
    (i) the Securities have not been registered under
    the Securities Act or any state securities laws, and
    (ii) the Securities may not be sold unless such
    disposition is registered under the Securities Act and
    applicable state securities laws or is exempt from registration
    and/or regulation thereunder as the case may be.
    
	 
	 	     
    (c) Such Purchaser is an “Accredited
    Investor” (as defined in Rule 501(a) under the
    Securities Act).
    
	 
	 	     
    (d) Such Purchaser is duly organized and
    validly existing under the laws of the jurisdiction of its
    organization and has all power and authority to enter into this
    Agreement.
    
	 
	 	     
    (e) The execution and delivery of this
    Agreement has been duly authorized by all requisite corporate
    action on the part of such Purchaser, and the Agreement
    constitutes a legal, valid and binding obligation of such
    Purchaser, enforceable against such Purchaser, in accordance
    with its terms, except to the extent that enforceability may be
    limited by bankruptcy, insolvency or other similar laws
    affecting creditors’ rights generally.
    
	 
	 	     
    (f) The execution, delivery and performance
    by such Purchaser of the Agreement and the consummation by such
    Purchaser of the transactions contemplated thereby will not
    (a) violate any provision of law, statute, rule or
    regulation, or any ruling, writ, injunction, order, judgment or
    decree of any court, administrative agency or other governmental
    body applicable to such Purchaser, or any of its properties or
    assets, or (b) violate the certificate of
    incorporation or the bylaws of such Purchaser.
    
	 
	 	     
    (g) The information regarding such Purchaser
    supplied by such Purchaser to the Company in writing
    specifically for inclusion in the Proxy Statement will not
    contain any untrue statement of a material fact or omit to state
    a fact required to be stated therein or necessary to make the
    statements contained therein in light of the circumstances in
    which they were made not misleading.
    





ARTICLE IV




REPRESENTATIONS AND WARRANTIES CONCERNING THE PCP
ENTITIES AND PENSKE



     
SECTION 4.1     Representations
and Warranties of the PCP Entities and Penske. Each of the
PCP Entities and Penske represents and warrants to the Company
and Mitsui as of the date hereof and as of the Closing Date as
follows:




		
	 	     
    (a) Such person is duly organized and
    validly existing under the laws of the jurisdiction of its
    organization and has all power and authority to enter into this
    Agreement.
    
	 
	 	     
    (b) The execution and delivery of this
    Agreement has been duly authorized by all requisite corporate
    action on the part of such person, and the Agreement constitutes
    a legal, valid and binding obligation of such person,
    enforceable against such person, in accordance with its terms,
    except to the extent that enforceability may be limited by
    bankruptcy, insolvency or other similar laws affecting
    creditors’ rights generally.
    
	 
	 	     
    (c) The execution, delivery and performance
    by such person of the Agreement and the consummation by such
    person of the transactions contemplated thereby will not
    (a) violate any provision of law, statute, rule or
    regulation, or any ruling, writ, injunction, order, judgment or
    decree of any court,
    




A-4








 


		
	 	
    administrative agency or other governmental body
    applicable to such person, or any of its properties or assets,
    or (b) violate the certificate of incorporation or
    the bylaws of such person.
    





ARTICLE V




CONDITIONS



     
SECTION
5.1     Conditions to Obligations of
the Purchasers. The obligations of the Purchasers to
consummate the Purchase shall be subject to the fulfillment on
or prior to the Closing of each of the following conditions:




		
	 	     
    (a) No statute, rule or regulation or order
    of any court or administrative agency shall be in effect which
    prohibits the consummation of the transactions to be consummated
    at Closing;
    
	 
	 	     
    (b) The waiting period required by the
    Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
    amended, applicable to the consummation of the transactions
    contemplated by this Agreement shall have expired or been
    terminated by the Federal Trade Commission and the Antitrust
    Division of the United States Department of Justice.
    
	 
	 	     
    (c) Each of the representations and
    warranties of the Company contained in this Agreement shall be
    true and correct as of the Closing (except to the extent such
    representations and warranties are made as of a particular date,
    in which case such representations and warranties shall have
    been true and correct in all material respects as of such date)
    and the Company shall have delivered to the Purchasers a
    certificate, dated the Closing Date and signed by the Company to
    the effect set forth in this Section 5.1(c);
    
	 
	 	     
    (d) The holders of Common Stock of the
    Company present in person or by proxy at a duly called meeting
    of the Company’s stockholders shall have authorized and
    approved the issuance and sale of the Securities to the
    Purchasers by the affirmative vote of a majority of the votes
    cast at such meeting, provided that the total votes cast on the
    proposal represent at least 50% of the Common Stock entitled to
    vote thereon (the “Company Stockholder
    Approval”).
    
	 
	 	     
    (e) The Company in all material respects
    shall have performed, satisfied and complied with each of its
    covenants and agreements set forth in this Agreement to be
    performed, satisfied and complied with prior to or at Closing;
    
	 
	 	     
    (f) The Purchasers and the Company shall
    have executed a registration rights agreement substantially in
    the form attached hereto as Exhibit A;
    
	 
	 	     
    (g) The Purchasers, the PCP Entities and
    Penske shall have executed a stockholders agreement
    substantially in the form agreed prior to the date hereof (the
    “Stockholders Agreement”);
    
	 
	 	     
    (h) The Purchasers, the Company and the
    other parties thereto shall have executed a termination of the
    Second Amended and Restated Stockholders Agreement substantially
    in the form agreed prior to the date hereof; and
    
	 
	 	     
    (i) The Purchasers shall have received an
    opinion, addressed to them, and dated the Closing Date, from
    counsel to the Company in form and substance reasonably
    satisfactory to the Purchasers with respect to completion of
    corporate action and enforceability.
    




     
SECTION 5.2     Conditions
to Obligations of the Company. The obligation of the Company
to consummate the Purchase shall be subject to the satisfaction
or waiver at or prior to the Closing of each of the following
conditions:




		
	 	     
    (a) The Company Stockholder Approval shall
    have been obtained;
    
	 
	 	     
    (b) Each of the representations and
    warranties of the Purchasers contained in this Agreement shall
    be true and correct as of Closing (except to the extent such
    representations and warranties are made as of
    




A-5








 


		
	 	
    a particular date, in which case such
    representations and warranties shall have been true and correct
    in all material respects as of such date);
    
	 
	 	     
    (c) Each of the Purchasers in all material
    respects shall have performed, satisfied and complied with each
    of its covenants and agreements set forth in this Agreement to
    be performed, satisfied and complied with prior to or at the
    Closing;
    
	 
	 	     
    (d) The waiting period required by the
    Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
    amended, applicable to the consummation of the transactions
    contemplated by this Agreement shall have expired or been
    terminated by the Federal Trade Commission and the Antitrust
    Division of the United States Department of Justice;
    
	 
	 	     
    (e) Each of the Purchasers shall have
    delivered to the Company a certificate dated the Closing Date
    and signed by such Purchaser to the effect that the execution,
    delivery and performance of the Agreement has been duly
    authorized by all requisite corporate action on the part of such
    Purchaser and the Agreement constitutes a legal, valid and
    binding obligation of such Purchaser, enforceable against such
    Purchaser, in accordance with its terms, except to the extent
    that enforceability may be limited by bankruptcy, insolvency or
    other similar laws affecting creditors’ rights generally;
    
	 
	 	     
    (f) The Purchasers and the Company shall
    have executed a registration rights agreement substantially in
    the form attached hereto as Exhibit A; and
    
	 
	 	     
    (g) The Purchasers, the Company and the
    other parties thereto shall have executed a termination of the
    Second Amended and Restated Stockholders Agreement substantially
    in the form agreed prior to the date hereof.
    





ARTICLE VI




COVENANTS



     
SECTION 6.1     Standstill
Provisions. Subject to the Closing and to
Section 6.2, each Restricted Stockholder shall not,
and shall cause its Affiliates (other than the Company and any
of the Company’s subsidiaries) not to, either alone or as
part of a “group” (as such term is used in
Rule 13d-5 (as such rule is currently in effect) of the
Exchange Act), directly or indirectly:




		
	 	     
    (a) acquire or seek to acquire, by purchase
    or otherwise, ownership (including, but not limited to,
    Beneficial Ownership) of (i) any capital stock of
    the Company, or direct or indirect rights (including convertible
    securities) or options to acquire such capital stock or
    (ii) any of the assets or businesses of the Company,
    or direct or indirect rights or options to acquire such assets
    or businesses;
    
	 
	 	     
    (b) offer, seek or propose to enter into any
    transaction of merger, consolidation, sale of a substantial
    portion of the Company’s assets taken as a whole, or any
    other similar business combination involving the Company or any
    of its Affiliates, whether or not any parties other than such
    Restricted Stockholder and its Affiliates are involved;
    
	 
	 	     
    (c) make, or in any way participate,
    directly or indirectly, in any “solicitation” of
    “proxies” (as such terms are defined or used in
    Regulation 14A under the Exchange Act) or become a
    “participant” in any “election contest” (as
    such terms are defined or used in Rule 14a-11 under the
    Exchange Act) to vote, or seek to advise or influence any person
    or entity with respect to the voting of, any voting securities
    of the Company, except as set forth in the Stockholders
    Agreement;
    
	 
	 	     
    (d) initiate or propose any stockholder
    proposals for submission to a vote of stockholders, whether by
    action at a stockholder meeting or by written consent, with
    respect to the Company, or, except as provided in the
    Stockholders Agreement, propose any person for election to the
    Board of Directors of the Company;
    




A-6








 




		
	 	     
    (e) disclose to any third party, or make any
    filing under the Exchange Act, including, without limitation,
    under Section 13(d) thereof, disclosing, any intention,
    plan or arrangement inconsistent with the foregoing;
    
	 
	 	     
    (f) except as provided in the Stockholders
    Agreement, form, join or in any way participate in a group to
    take any actions, including the voting of the Common Stock,
    otherwise prohibited by the terms of this Agreement;
    
	 
	 	     
    (g) enter into any discussions,
    negotiations, arrangements or understandings with any third
    party with respect to any of the foregoing; or
    
	 
	 	     
    (h) make any public announcement with
    respect to any of the foregoing.
    




     
SECTION 6.2     Exceptions
to the Standstill Provisions. Notwithstanding the foregoing,
the provisions of Section 6.1 shall not prohibit:




		
	 	     
    (a) any transaction by a Restricted
    Stockholder approved by either (i) a majority of the
    members of the Board of Directors who are not Affiliates of any
    Restricted Stockholder (other than in their capacity as a
    director of the Company), or (ii) stockholders of
    the Company owning a majority of the Common Stock other than
    shares of Common Stock Beneficially Owned by any Restricted
    Stockholder and its Affiliates;
    
	 
	 	     
    (b) (i) in the case of the PCP
    Entities and Penske, the acquisition of securities or of
    Beneficial Ownership of securities if, after giving effect to
    such acquisition, the Beneficial Ownership of the PCP Entities
    and Penske in the Company is less than or equal to 65% and
    (ii) in the case of the Purchasers, the acquisition
    of securities of the Company or of Beneficial Ownership of
    securities of the Company if, after giving effect to such
    acquisition, the Beneficial Ownership of the Purchasers in the
    Company is less than or equal to 49%;
    
	 
	 	     
    (c) the granting by the Board of Directors
    of options for Common Stock, or the issuance of restricted
    shares of Common Stock, or other awards of equity securities
    convertible into or exchangeable for Common Stock or which
    otherwise transfer Beneficial Ownership of Common Stock, to
    individual persons who are Affiliates of Restricted Stockholders
    and who are employees or members of the Board of Directors of
    the Company, when issued for compensatory purposes, or the
    issuance of shares of Common Stock upon the exercise of any such
    options or other awards; or
    
	 
	 	     
    (d) any transaction contemplated by, or in
    furtherance of, the Registration Rights Agreement, the
    Stockholders Agreement or this Agreement.
    




     
SECTION 6.3     Right
of Company to Receive Notice of Certain Purchaser
Acquisitions. If either of the Purchasers intend to acquire
additional securities of the Company or Beneficial Ownership of
securities of the Company such that, after giving effect to such
acquisition, the Beneficial Ownership of the Purchasers and
their Affiliates in the Company would be 20% or greater, the
Purchasers shall give prior written notice of such intention to
the Company. Upon receipt of such written notice, the Company
shall use its reasonable best efforts for a 90-day period to
cause each automobile manufacturer having a material contract
with the Company that by its terms may be terminated by the
manufacturer as a result of such acquisition by the Purchasers,
to waive such termination right. If the Company is unable to
cause the waiver of such a termination right by the end of the
90-day period, the Company shall so notify the Purchasers and
the Purchasers shall not make the proposed acquisition.



     
SECTION 6.4     Right
of Purchasers to Designate an Officer. Unless the
Purchasers’ collective Beneficial Ownership falls below 10%
of the Common Stock (and remains below 10% for more than
180 days), the Company agrees that the Purchasers shall
have the right to designate one (1) person as Senior Vice
President or any other position having authority at least the
same as a Senior Vice President or equivalent position of the
Company. The officer designated by Purchasers may also be a
director of the Company. The officer designated by the
Purchasers shall receive compensation and benefits from the
Company no less favorable in the aggregate than those received
by other Senior Vice Presidents of the Company (or by persons
holding such other equivalent positions).



A-7








 



     
SECTION 6.5     Director
Nomination Procedures. Unless the Purchasers’
collective Beneficial Ownership falls below 2.5% of the Common
Stock (and remains below 2.5% for more than 180 days), the
Company agrees that it will not take any action (including by
amending its by-laws) without the prior approval of the
Purchasers that would restrict the ability of a shareholder to
propose, nominate or vote for any person as a director of the
Company in connection with any shareholder election of directors
of the Company provided, however, that nothing herein shall
affect the ability of the Company to restrict shareholder access
to the Company’s proxy materials.



     
SECTION 6.6     Observer.
Unless the Purchasers’ collective Beneficial Ownership
falls below 2.5% of the Common Stock (and remains below 2.5% for
more than 180 days), in the event a representative from the
Purchasers is not a member of the Board of Directors of the
Company, the Purchasers shall have the right to a non-voting
observer at all meetings of the Board of Directors of the
Company (the “Observer”). The Observer shall be
entitled to receive all materials and information distributed to
directors of the Company and shall have access to the
Company’s management and records as if such Observer were a
director.



     
SECTION 6.7     Confidentiality
Obligation.



     
(a) Purchasers shall treat as secret and
confidential any and all confidential information communicated
by the Company to the member of the Board of Directors who is a
representative of the Purchasers and shall therefore not
disclose or communicate such confidential information to any
person or entity, except to those employees and persons within
Purchasers and/or their Affiliates who need to have access to
such information for the purpose of monitoring Purchasers’
investment in the Company. Any such employee or person shall be
bound by this confidentiality obligation and shall be informed
of the confidential nature of the information.



     
(b) The obligations imposed above shall not
apply to information:




		
	 	     
    (i) which becomes publicly available;
    
	 
	 	     
    (ii) which Purchasers can establish was
    already in their possession in compliance with this or a
    relevant similar provision at the time such information was
    communicated to them;
    
	 
	 	     
    (iii) which is received from a third party
    without restriction and without breach of this Agreement;
    
	 
	 	     
    (iv) which Purchasers can establish has been
    independently developed by them and which otherwise complies
    with the terms hereof; or
    
	 
	 	     
    (v) which is required to be disclosed by
    applicable law, legal process or, in connection with any
    judicial process, arbitration or other proceeding.
    





ARTICLE VII




TERMINATION



     
SECTION 7.1     Termination
prior to Closing. This Agreement may be terminated at any
time prior to the Closing upon written notice of such
termination by the terminating party to the other party setting
forth the basis for such termination:




		
	 	     
    (a) by mutual written consent of the Company
    and the Purchasers; or
    
	 
	 	     
    (b) by either the Purchasers or the Company
    if any of the applicable conditions set forth in
    Article V have not been satisfied or waived on or
    before June 7, 2004;
    
	 
	 	     
    (c) by either the Purchasers or the Company
    if a court of competent jurisdiction or governmental, regulatory
    or administrative agency or commission shall have issued a
    nonappealable final order, decree or ruling or taken any other
    action having the effect of permanently restraining, enjoining
    or otherwise prohibiting the transactions contemplated by this
    Agreement;
    
	 
	 	     
    (d) by the Purchasers or the Company,
    (i) if any representation or warranty of the other
    set forth in this Agreement shall be untrue in any material
    respect when made to the extent that such first party did not
    have actual knowledge of such breach as of the date of this
    Agreement, or (ii) upon a breach in any
    




A-8








 


		
	 	
    material respect of any covenant or agreement on
    the part of the other set forth in this Agreement, in each case
    which would constitute a failure of the condition to Closing of
    the first party; or
    
	 
	 	     
    (e) By the Purchasers or the Company if the
    Company Stockholder Approval shall not have been obtained at the
    Company Stockholder Meeting (as defined in
    Section 8.10).
    




     
SECTION 7.2     Termination
following Closing. Subject to Section 7.4, this
Agreement shall terminate on the tenth anniversary of the
Closing or, in the case of Sections 6.1 and 6.2
only, on such earlier date as the Stockholders Agreement is
terminated (unless a similar agreement is then entered into, or
contemplated to be entered into, between the Restricted
Stockholders). Subject to Section 7.4, this
Agreement shall terminate with respect to a Restricted
Stockholder at such time as such entity ceases to Beneficially
Own any Restricted Securities or any shares of Common Stock of
the Company, as the case may be.



     
SECTION 7.3     Effects
of Termination. In the event of termination of this
Agreement pursuant to Section 7.1 or
Section 7.2, this Agreement shall become void and
have no effect, without any liability to any person in respect
hereof, except for any liability resulting from such
party’s breach of this Agreement.



     
SECTION 7.4     Survival
of Representations. The representations and warranties made
in this Agreement shall survive for a period ending eighteen
months after Closing, provided that the representation
and warranties of the Company set forth in Section 2.5
shall survive without limitation.




ARTICLE VIII




MISCELLANEOUS



     
SECTION 8.1     Notices.
Except as otherwise provided in this Agreement, all notices,
requests, consents and other communications hereunder to any
party shall be deemed to be sufficient if contained in a written
instrument delivered in person or by telecopy (with confirmation
promptly sent by regular mail), nationally recognized overnight
courier or first class registered or certified mail, return
receipt requested, postage prepaid, addressed to such party at
the address set forth below or such other address as may
hereafter be designated in writing by such party to the other
parties:




	 	 	 	 	 
	 	 	
    (i)
    	 	
    if to the Company, to:
	 
	 	 	 	 	
    United Auto Group, Inc.

    2555 Telegraph Road

    Bloomfield Hills, Michigan 48302-0954

    Attention: General Counsel
    
	 
	 	 	
    (ii)
    	 	
    if to the Purchasers, to:
	 	 	 	 	
    Mitsui & Co., Ltd.

    First Motor Vehicles Div.

    2-1, Ohtemachi 1-chome, Chiyoda-ku

    Tokyo, Japan

    Attention:General Manager of First Motor Vehicles Div.
    
	 
	 	 	 	 	
    and
	 
	 	 	 	 	
    Mitsui & Co. (U.S.A.), Inc.

    Detroit Office

    1000 Town Center, Suite 1900

    Southfield, Michigan 48075

    Attention: Detroit Machinery & Automotive Department
    
	 
	 	 	 	 	
    with a copy to:
	 	 	 	 	
    Debevoise & Plimpton LLP

    919 Third Avenue

    New York, New York 10022

    Attention: William D. Regner, Esq.
    




A-9








 




	 	 	 	 	 
	 	 	
    (iii)
    	 	
    If to Penske or the PCP Entities:
	 
	 	 	 	 	
    c/o Penske Corporation

    2555 Telegraph Road

    Bloomfield Hills, Michigan 48302

    Attention: General Counsel

    Telecopy: 248-648-2155
    





All such notices, requests, consents and other
communications shall be deemed to have been given when received.



     
SECTION 8.2     Amendments
and Waivers. This Agreement may be amended, modified,
supplemented or waived only upon the written agreement of the
party against whom enforcement of such amendment, modification,
supplement or waiver is sought; provided, that any amendment,
modification, supplement, or waiver by the Company of the
provisions of Sections 6.1 and 6.2 shall require the
approval of a majority of the members of the Board of Directors
who are not Affiliates of any Restricted Stockholder (other than
in their capacity as a director of the Company).



     
SECTION 8.3     Successors
and Assigns. This Agreement shall be binding upon and inure
to the benefit of and be enforceable by the parties hereto and
their respective successors and the personal representatives and
assigns of the parties hereto, whether so expressed or not. The
provisions of Sections 6.1 and 6.2 of this Agreement shall
be binding upon any transferee (who shall acknowledge the same
in writing to the Company as a condition to the effectiveness of
such transfer) of Common Stock from any Restricted Stockholder
or its Affiliates, or from any other party who becomes bound by
such provisions, if such transferee, together with its
Affiliates, after giving effect to such transfer, Beneficially
Owns in excess of 49% of the Common Stock.



     
SECTION 8.4     Entire
Agreement. This Agreement (with the documents referred to
herein or delivered pursuant hereto and together with the
Agreement) embodies the entire agreement and understanding
between the parties hereto and supersedes all prior agreements
and understandings relating to the subject matter hereof.



     
SECTION 8.5     Governing
Law. This Agreement shall be construed and enforced in
accordance with and governed by the laws of the State of New
York without giving effect to the conflicts of law principles
thereof which might result in the application of the laws of any
other jurisdiction.



     
SECTION 8.6     Submission
to Jurisdiction. Each of the Company and the Purchasers
hereby (i) irrevocably submit to the jurisdiction of
the courts of the State of New York and the Federal courts of
the United States of America located in the State of New York
solely in respect of the interpretation and enforcement of the
provisions of this Agreement, and in respect of the transactions
contemplated hereby, and (ii) agrees that service of
any process, summons or notice by international courier to the
address set forth in Section 6.1 shall be effective service
of process for any action or proceeding brought against it in
any such court.



     
SECTION 8.7     Counterparts.
This Agreement may be executed in any number of counterparts,
each of which shall be an original, but all of which together
shall constitute one instrument. All signatures need not appear
on any one counterpart.



     
SECTION 8.8     Severability.
Any term or provision of this Agreement which is invalid or
unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the
remaining terms and provisions of this Agreement or affecting
the validity or enforceability of any of the terms or provisions
of this Agreement in any other jurisdiction.



     
SECTION 8.9     Specific
Performance. The parties hereto acknowledge that there would
be no adequate remedy at law if any party fails to perform any
of its obligations hereunder, and accordingly agree that each
party, in addition to any other remedy to which it may be
entitled at law or in equity, shall be entitled to injunctive
relief, including specific performance, to enforce such
obligations without the posting of any bond,



A-10








 




and, if any action should be brought in equity to
enforce any of the provisions of this Agreement, none of the
parties hereto shall raise the defense that there is an adequate
remedy at law.




     
SECTION 8.10     Further
Assurances. Each party hereto shall do and perform or cause
to be done and performed all such further acts and things
(including, without limitation, in the case of the Purchasers
and the Company, making filings required under the HSR Act and
with CADE) and shall execute and deliver all such other
agreements, certificates, instruments, and documents (including,
without limitation, the agreements, certificates, instruments
and documents contemplated by Article V) as any other party
hereto reasonably may request in order to carry out the intent
and accomplish the purposes of this Agreement and the
consummation of the transactions contemplated hereby. Without
limiting the generality of the foregoing, the Company shall, as
soon as practicable after the date hereof,
(a) prepare and file with the Securities and
Exchange Commission the Proxy Statement containing the
recommendation contemplated in the last sentence of
Section 2.2 hereof and, if necessary, shall use its
reasonable best efforts to have the Proxy Statement cleared by
the Securities and Exchange Commission under the Exchange Act,
and (b) duly call, given notice of and convene a
meeting of its stockholders (the “Company Stockholder
Meeting”) for the purpose of obtaining the Company
Stockholder Approval.



     
SECTION 8.11     Expenses.
Each party to this Agreement shall bear its own cost and
expenses, including fees of consultant(s), accountant(s),
counsel, and other persons acting on behalf of or for such party.




ARTICLE IX




DEFINITIONS



     
SECTION 9.1     Definitions.
Unless otherwise defined herein, capitalized terms used herein
shall have the meanings specified below:



     
“Affiliate”
means “affiliate” as
defined in Rule 405 promulgated under the Securities Act.



     
“Beneficial Ownership”
means “beneficial
ownership” as defined in Rule 13d-3 promulgated
under the Exchange Act; provided that, the PCP Entities and
Penske, on the one hand, and the Purchasers, on the other hand,
shall not, by virtue of the Stockholders Agreement, be deemed to
have Beneficial Ownership of each other’s securities of the
Company. The term “Beneficial Owner” shall have
the correlative meaning.



     
“Business Day”
means a calendar day, other than
(a) a Saturday or Sunday, and (b) a day on which
commercial banks are required or permitted by law or other
governmental action to close in New York, New York, United
States of America or Tokyo, Japan.



     
“Closing”
has the meaning set forth in
Section 1.3.



     
“Closing Actions”
has the meaning set forth in
Section 1.5.



     
“Closing Date”
has the meaning set forth in
Section 1.3.



     
“Common Stock”
means the Common Stock, par value
$.0001 per share, of the Company, and includes any securities
issued with respect to such shares by way of stock dividend or
stock split or in connection with a combination of shares,
recapitalization, amalgamation, merger, consolidation or other
reorganization or otherwise.



     
“Company”
has the meaning set forth in the
preamble.



     
“Company Stockholder Approval”
has the meaning set forth in
Section 5.1.



     
“Company Stockholder
Meeting” has the meaning set
forth in Section 8.10.



     
“Exchange
Act” means the Securities
Exchange Act of 1934, as amended.



     
“HSR Act”
has the meaning set forth in Section 2.4.



     
“Mitsui
Japan” has the meaning set forth
in the preamble.



A-11








 



     
“Mitsui Japan
Purchase” has the meaning set
forth in Section 1.1.



     
“Mitsui Japan Purchase
Price” has the meaning set forth
in Section 1.1.



     
“Mitsui Japan
Securities” has the meaning set
forth in Section 1.1.



     
“Mitsui
USA” has the meaning set forth in
the preamble.



     
“Mitsui USA
Purchase” has the meaning set
forth in Section 1.1.



     
“Mitsui USA Purchase
Price” has the meaning set forth
in Section 1.1.



     
“PCP
Entities” has the meaning set
forth in the preamble.



     
“PCP I”
has the meaning set forth in the preamble.



     
“PCP II”
has the meaning set forth in the preamble.



     
“Penske”
has the meaning set forth in the preamble.



     
“Penske
Corporation” has the meaning set
forth in the preamble.



     
“Penske
Holdings” has the meaning set
forth in the preamble.



     
“Proxy
Statement” has the meaning set
forth in Section 2.7.



     
“Purchase”
has the meaning set out in Section 1.1.



     
“Registration Rights
Agreement” means the Second
Amended and Restated Registration Rights Agreement dated as of
the date hereof, as amended, among Mitsui Japan, Mitsui USA and
the Company.



     
“Restricted
Securities” means any Common
Stock or other equity security of the Company Beneficially Owned
by a Restricted Stockholder and any securities convertible,
exercisable or exchangeable for Common Stock or such other
equity securities.



     
“Restricted
Stockholder” means each of
Penske, the PCP Entities and the Purchasers.



     
“Securities”
has the meaning set out in
Section 1.1.



     
“Securities Act”
means the Securities Act of 1933, as
amended.



     
“Stockholders Agreement”
has the meaning set out in
Section 5.1(g).




[Remainder of Page Intentionally Left
Blank]


A-12








 



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




		
	 	
    COMPANY:
    
	 
	 	
    UNITED AUTO GROUP, INC.
    





			
	 	By: 	
    /s/ ROBERT H. KURNICK, JR.
    



		
	 	
    

	 	
    Name:        Robert
    H. Kurnick, Jr.
    



			
	 	Title:	
    Executive Vice President
    





		
	 	
    PURCHASERS:
    
	 
	 	
    MITSUI & CO., LTD.
    





			
	 	By: 	
    /s/ TATSUO NAKAYAMA
    



		
	 	
    

	 	
    Name:        Tatsuo
    Nakayama
    



			
	 	Title:	
    General Manager
    



		
	 	
    First Motor Vehicles Division
    
	 
	 	
    MITSUI & CO. (U.S.A.), INC.
    





			
	 	By: 	
    /s/ OSAMU KOYAMA
    



		
	 	
    

	 	
    Name:        Osamu
    Koyama
    



			
	 	Title:	
    Senior Vice President
    




A-13







 




		
	 	
    PCP ENTITIES:
    
	 
	 	
    INTERNATIONAL MOTOR CARS GROUP I, L.L.C.
    





			
	 	By: 	
    Penske Capital Partners, L.L.C., as Managing
    Member
    
	 
	 	By: 	
    /s/ JAMES A. HISLOP
    



		
	 	
    

	 	
    Name:        James
    A. Hislop
    



			
	 	Title:	
    President
    





		
	 	
    INTERNATIONAL MOTOR CARS GROUP II, L.L.C.
    





			
	 	By: 	
    Penske Capital Partners, L.L.C., as Managing
    Member
    
	 	By: 	






		
	 	
    /s/ JAMES A. HISLOP
    
	 	
    

	 	
    Name:        James
    A. Hislop
    



			
	 	Title:	
    President
    




A-14







 




		
	 	
    PENSKE:
    
	 
	 	
    PENSKE CORPORATION
    





			
	 	By: 	
    /s/ ROGER S. PENSKE
    



		
	 	
    

	 	
    Name:        Roger
    S. Penske
    



			
	 	Title:	
    Chairman and Chief Executive Officer
    





		
	 	
    PENSKE AUTOMOTIVE HOLDINGS CORP.
    





			
	 	By: 	
    /s/ ROGER S. PENSKE
    



		
	 	
    

	 	
    Name:        Roger
    S. Penske
    



			
	 	Title:	
    Chairman
    




A-15







 




ANNEX B



SECOND AMENDED AND RESTATED



REGISTRATION RIGHTS AGREEMENT



among



UNITED AUTO GROUP, INC.



MITSUI & CO., LTD.



and



MITSUI & CO. (U.S.A.), INC.



dated as of



                          ,
2004


 






 



     
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS
AGREEMENT, dated as
of                       ,
2004, among United Auto Group, Inc., a Delaware corporation (the
“Company”), Mitsui & Co., Ltd., a Japanese
company (“Mitsui Japan”), and Mitsui & Co.
(U.S.A.), Inc., a New York corporation (“Mitsui USA”
and, together with Mitsui Japan, “Mitsui”).



     
On February 16, 2004, the Company and Mitsui
entered into a Purchase Agreement (the “Purchase
Agreement”) pursuant to which, Mitsui agreed to purchase at
Closing (as described therein) 4,050,000 shares of voting
common stock par value 0.0001 per share of the Company subject
to the terms and conditions set forth therein.



     
The shares of Common Stock to be purchased by
Mitsui pursuant to the Purchase Agreement, together with the
shares of Common Stock currently owned by Mitsui, represent
approximately 15.8% of the issued and outstanding capital stock
of the Company.



     
If Mitsui desires to sell shares of Common Stock,
it may be desirable to register such shares under the Securities
Act (as defined below).



     
As part of, and as consideration for,
Mitsui’s initial acquisition of shares of Common Stock from
the Company, the Company granted to Mitsui certain registration
and other rights with respect to its shares of Common Stock
pursuant to a Registration Rights Agreement among the Company,
Mitsui Japan and Mitsui USA dated as of February 28, 2001,
which Registration Rights Agreement was amended and restated by
an Amended and Restated Registration Rights Agreement among the
Company, Mitsui Japan and Mitsui USA dated as of
February 22, 2002 (“Existing Agreement”).



     
The parties wish to amend and restate in its
entirety the Existing Agreement to provide for certain matters
relating to the registration and other rights with respect to
Mitsui’s shares of Common Stock, on the terms and
conditions provided in this Agreement.



     
Accordingly, the parties hereto agree as follows:



     
1.     Definitions.
As used herein, unless the context otherwise requires, the
following terms have the following respective meanings:



     
“Affiliate” means “affiliate”
as defined in Rule 405 promulgated under the Securities Act.



     
“Certificate of Incorporation” means
the Certificate of Incorporation of the Company, as it may be
amended or restated from time to time.



     
“Commission” means the Securities and
Exchange Commission or any other Federal agency at the time
administering the Securities Act.



     
“Common Stock” means any shares of
voting common stock, par value $0.0001 per share, of the
Company, now or hereafter authorized to be issued, and, any and
all securities of any kind whatsoever of the Company which may
be issued on or after the date hereof in respect of, in exchange
for, or upon conversion of shares of voting common stock
pursuant to a merger, consolidation, stock split, stock
dividend, recapitalization of the Company or otherwise.



     
“Exchange Act” means the Securities
Exchange Act of 1934, as amended, or any similar Federal
statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.
Reference to a particular section of the Exchange Act shall
include a reference to the comparable section, if any, of any
such similar Federal statute.



     
“IMCG” means International Motor Cars
Group I, L.L.C. and International Motor Cars Group II,
L.L.C.



     
“Penske” means (i) Penske
Corporation, a corporation organized under the laws of the State
of Delaware, (ii) IMCG, and (iii) Penske Automotive
Holdings Corp.



B-1







 



     
“Person” means a corporation, an
association, a partnership, an organization, a business, a
trust, an individual, or any other entity or organization,
including a government or political subdivision or an
instrumentality or agency thereof.



     
“Registrable Securities” means
(i) any shares of Common Stock owned by Mitsui,
(ii) any shares of Common Stock that Mitsui may acquire
after the date hereof, and (iii) any shares of Common Stock
issued with respect to the Common Stock referred to in clause
(i) by way of a stock dividend, stock split or reverse
stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or otherwise. As to any
particular Registrable Securities, such securities shall cease
to be Registrable Securities (a) when a registration
statement with respect to the sale of such securities shall have
become effective under the Securities Act and such securities
shall have been disposed of in accordance with such registration
statement, (b) when such securities shall have been
otherwise transferred, new certificates for them not bearing a
legend restricting further transfer shall have been delivered by
the Company and subsequent public distribution of them shall not
require registration of them under the Securities Act, or
(c) when such securities shall have been sold in compliance
with Rule 144 of the Securities Act. Any certificate
evidencing the Registrable Securities shall bear a legend
stating that the securities have not been registered under the
Securities Act and setting forth or referring to the
restrictions on transferability and sale of the securities.



     
“Registration Expenses” means all
expenses incident to the registration and disposition of the
Registrable Securities pursuant to Section 2 hereof,
including, without limitation, all registration, filing and
applicable national securities exchange fees, all fees and
expenses of complying with state securities or blue sky laws
(including fees and disbursements of counsel to the underwriters
or Mitsui in connection with “blue sky” qualification
of the Registrable Securities and determination of their
eligibility for investment under the laws of the various
jurisdictions), all word processing, duplicating and printing
expenses, all messenger and delivery expenses, the fees and
disbursements of counsel for the Company and of its independent
public accountants, including the expenses of “cold
comfort” letters or any special audits required by, or
incident to, such registration, all fees and disbursements of
underwriters (other than underwriting discounts and
commissions), all transfer taxes and all fees and expenses of
counsel to Mitsui (such fees and expenses of counsel to Mitsui
not to exceed a maximum of $50,000 per registration); provided,
however, that Registration Expenses shall exclude, and Mitsui
shall pay, underwriting discounts and commissions in respect of
the Registrable Securities being registered.



     
“Securities Act” means the Securities
Act of 1933, as amended, or any similar Federal statute, and the
rules and regulations of the Commission thereunder, all as the
same shall be in effect at the time. References to a particular
section of the Securities Act shall include a reference to the
comparable section, if any, of any such similar Federal statute.



     
2.     Registration
Under the Securities Act, etc.



     
2.1     Registration
on Request.



     
(a) Registration. Mitsui shall have
the right to require the Company to effect the registration
under the Securities Act of all or part of the Registrable
Securities by delivering a written request therefor to the
Company specifying the number of shares of Registrable
Securities and the intended method of distribution. The Company
shall use its reasonable best efforts to (i) effect
such registration under the Securities Act (including by means
of a shelf registration pursuant to Rule 415 under the
Securities Act if so requested and if the Company is then
eligible to use such a registration) of the Registrable
Securities which the Company has been so requested to register
by Mitsui, for distribution in accordance with the intended
method of distribution set forth in the written request
delivered by Mitsui, such registration to be effected as
expeditiously as possible, and (ii) if requested by
Mitsui, obtain acceleration of the effective date of the
registration statement relating to such registration.



     
(b) Registration of Other Securities.
Whenever the Company shall effect a registration pursuant to
this Section 2.1, the Company may, upon notice to Mitsui,
include securities of the Company which are held by Persons who,
by virtue of agreements with the Company, are entitled to
include such securities, in each case, in any such registration
(the “Other Stockholders”). In the case of an
underwritten offering pursuant to this



B-2








 




Section 2.1, if the Other Stockholders
request such inclusion, the Company shall offer to include the
securities of such Other Stockholders in the underwriting and
may condition such offer on their acceptance of the further
applicable provisions of this Agreement. The Company and the
Other Stockholders shall enter into an underwriting agreement in
customary form with the representative of the underwriter or
underwriters selected pursuant to Section 2.1(f).
Notwithstanding any other provision of this Section 2, if
the representative advises Mitsui in writing that marketing
factors require a limitation on the number of shares to be
underwritten, the securities of the Company held by the Other
Stockholders shall be excluded from such registration to the
extent required by such limitation; provided, however,
that if any of the Penske entities requests such inclusion, the
Penske entity shall have the right to include in the
registration an amount of shares of Common Stock equal to the
number of shares of Common Stock to which the registration is
limited in accordance with such representative’s advice,
multiplied by a fraction, the numerator of which shall be the
number of shares of Common Stock and Common Stock equivalents
issued and owned by Mitsui and the denominator of which shall be
the aggregate number of shares of Common Stock and Common Stock
equivalents issued and owned by Mitsui and Penske (assuming for
purposes of calculating such fraction the conversion of all
convertible securities and the exercise of all options held by
Mitsui and Penske).




     
(c) Registration Statement Form.
Registrations under this Section 2.1, shall be on such
appropriate registration form of the Commission as shall be
selected by the Company and as shall be reasonably acceptable to
Mitsui.



     
(d) Expenses. The Company shall pay
all Registration Expenses in connection with any registration
pursuant to this Section 2.1.



     
(e) Effective Registration Statement.
A registration pursuant to this Section 2.1 shall not be
deemed to have been effected (including for purposes of
paragraph (h) of this Section 2.1
(i) unless a registration statement with respect
thereto has become effective and has been kept continuously
effective for a period of at least 180 days (or such
shorter period which shall terminate when all the Registrable
Securities covered by such registration statement have been sold
pursuant thereto), (ii) if after it has become
effective, such registration is interfered with by any stop
order, injunction or other order or requirement of the
Commission or other governmental agency or court for any reason
not attributable to Mitsui and has not thereafter become
effective, or (iii) if the conditions to closing
specified in the underwriting agreement, if any, entered into in
connection with such registration are not satisfied or waived.



     
(f) Underwritten Offering; Selection of
Underwriters.




		
	 	     
    (i) Mitsui shall, at its request, be
    entitled to an underwritten offering of Registrable Securities
    in connection with any registration pursuant to this
    Section 2.1; provided, however, that Mitsui shall
    not be entitled to request more than one (1) underwritten
    offering within any two (2) year period, it being
    understood that Mitsui’s right to request an underwritten
    offering at a later date pursuant to this Section 2.1(f)
    will not be affected if Mitsui chooses to not exercise such
    right during any such two (2) year period.
    
	 
	 	     
    (ii) The underwriters of each underwritten
    offering of the Registrable Securities to be so registered
    pursuant to this Section 2.1 shall be selected by Mitsui
    and shall be subject to the approval of the Company, not to be
    unreasonably withheld or delayed.
    




     
(g) Right to Withdraw. If the
managing underwriter of any underwritten offering shall advise
Mitsui that the Registrable Securities covered by the
registration statement cannot be sold in such offering within a
price range acceptable to Mitsui, then Mitsui shall have the
right to notify the Company in writing that it has determined
that the registration statement with respect to the Registrable
Securities be abandoned or withdrawn, in which event the Company
shall abandon or withdraw such registration statement with
respect to the Registrable Securities. In the event of such
abandonment or withdrawal, such request shall not be counted for
purposes of the requests for registration to which Mitsui is
entitled pursuant to this Section 2.1



     
(h) Limitations on Registration on
Request. Mitsui shall be entitled to require the Company to
effect, and the Company shall be required to effect, two
(2) registrations in the aggregate pursuant to this
Section 2.1, provided, however, that the aggregate offering
value of the shares to be registered pursuant to any



B-3








 




such registration shall be at least $10,000,000
unless Mitsui then owns shares with an aggregate value of less
than $10,000,000 (in which case such lesser number of shares may
be registered).




     
(i) Postponement. The Company shall
be entitled once in any six-month period to postpone for a
reasonable period of time (but not exceeding 90 days) (the
“Postponement Period”) the filing of any registration
statement required to be prepared and filed by it pursuant to
this Section 2.1 if the Company determines, in its
reasonable judgment, that such registration and offering would
materially interfere with any material financing, corporate
reorganization or other material transaction involving the
Company or any subsidiary, or would require premature disclosure
thereof, and promptly gives Mitsui written notice of such
determination, containing a general statement of the reasons for
such postponement and an approximation of the anticipated delay.
If the Company shall so postpone the filing of a registration
statement, (i) the Company shall use its reasonable best
efforts to limit the delay to as short a period as is
practicable and (ii) Mitsui shall have the right to
withdraw the request for registration by giving written notice
to the Company at any time and, in the event of such withdrawal,
such request shall not be counted for purposes of the requests
for registration to which Mitsui is entitled pursuant to this
Section 2.1.



     
2.2 Incidental Registration.



     
(a) Right to Include Registrable
Securities. If the Company at any time proposes to register
any of its securities under the Securities Act by registration
on Form S-1, S-2 or S-3 or any successor or similar form(s)
(except for registration on any such form or similar form(s)
solely for registration of securities in connection with an
employee benefit plan, dividend reinvestment plan or merger or
consolidation), whether or not for sale for its own account, the
Company will each such time give prompt written notice to Mitsui
of its intention to do so and of Mitsui’s rights under this
Section 2.2. Upon the written request of Mitsui (which request
shall specify the maximum number of Registrable Securities
intended to be disposed of by Mitsui), made as promptly as
practicable and in any event within 30 days after the
receipt of any such notice (15 days if the Company states
in such written notice or gives telephonic notice to Mitsui,
with written confirmation to follow promptly thereafter, stating
that (i) such registration will be on Form S-3 and
(ii) such shorter period of time is required because of a
planned filing date), the Company shall use its reasonable best
efforts to include in such registration under the Securities Act
all Registrable Securities which the Company has been so
requested to register by Mitsui. Notwithstanding anything to the
contrary contained in this Agreement, the Company may in its
discretion withdraw any registration commenced pursuant to this
Section 2.2 without liability to the holders of Registrable
Securities. No registration effected under this Section 2.2
shall relieve the Company of its obligation to effect any
registration under Section 2.1 The Company will pay all
Registration Expenses in connection with any registration of
Registrable Securities requested pursuant to this
Section 2.2.



     
(b) Right to Withdraw. Mitsui shall
have the right to withdraw its request for inclusion of any of
its Registrable Securities in any registration statement
pursuant to this Section 2.2 at any time prior to the
execution of an underwriting agreement with respect thereto by
giving written notice to the Company of its request to withdraw.



     
(c) Priority in Incidental
Registrations. If the managing underwriter of any
underwritten offering shall inform the Company by letter of its
belief that the number of Registrable Securities requested to be
included in such registration, when added to the number of other
securities to be offered in such registration, would materially
adversely affect such offering, then the Company shall include
in such registration, to the extent of the number which the
Company is so advised can be sold in (or during the time of)
such offering without so materially adversely affecting such
offering (the “Section 2.2 Sale Amount”),
(i) all of the securities proposed by the Company to be
sold for its own account; (ii) thereafter, to the extent
the Section 2.2 Sale Amount is not exceeded, any other
securities of the Company requested to be included in such
registration by Mitsui, Penske and their respective Affiliates,
with the amount of securities of Mitsui, Penske and their
respective Affiliates to be included based on the pro rata
amount of shares of Common Stock held, or obtainable by exercise
or conversion of other securities of the Company, by Mitsui, and
Penske and their respective Affiliates; and
(iii) thereafter, to the extent the Section 2.2 Sale
Amount is not exceeded, any other holder of Company securities
entitled to register such securities.



B-4








 



     
(d) Plan of Distribution. Any
participation by holders of Registrable Securities in a
registration by the Company pursuant to this Section 2.2
shall be in accordance with the Company’s plan of
distribution.



     
(e) The Company represents and warrants
that, as of the date hereof, no Person has rights to require the
Company to effect the registration under the Securities Act of
Common Stock, except as disclosed prior to the date hereof in
the Company’s filings with the U.S. Securities and Exchange
Commission.



     
(f) After the date hereof, the Company shall
not grant to any Person, rights to require the Company to effect
a registration under the Securities Act of Common Stock that are
more favorable to such Person than the rights granted to Mitsui
hereunder unless the Company simultaneously enters into an
amendment of this Agreement pursuant to which Mitsui will be
granted rights to require the Company to effect a registration
under the Securities Act of Common Stock that are equal to the
rights granted to such Person.



     
(g) After the date hereof, the Company shall
not grant to any Person rights to include Common Stock in a
registration under the Securities Act of Common Stock that are
more favorable to such Person than the rights granted to Mitsui
hereunder unless the Company simultaneously enters into an
amendment of this Agreement pursuant to which Mitsui will be
granted rights to include Common Stock in a registration under
the Securities Act that are equal to the rights provided to such
Person.



     
2.3 Registration Procedures. If and
whenever the Company is required to use its reasonable best
efforts to effect the registration of any Registrable Securities
under the Securities Act as provided in Sections 2.1 and
2.2 hereof, the Company shall unless and until either Mitsui has
withdrawn its request or is no longer entitled to include in
such registration, all or any portion of the Registrable
Securities, as expeditiously as possible:




		
	 	     
    (a) prepare and file with the Commission as
    soon as practicable the requisite registration statement to
    effect such registration (and shall include all financial
    statements required by the Commission to be filed therewith) and
    thereafter use its reasonable best efforts to cause such
    registration statement to become effective; provided,
    however, that before filing such registration statement
    (including all exhibits) or any amendment or supplement thereto
    or comparable statements under securities or blue sky laws of
    any jurisdiction, the Company shall as promptly as practicable
    furnish such documents to Mitsui and each underwriter, if any,
    participating in the offering of the Registrable Securities and
    their respective counsel, which documents will be subject to the
    reasonable review and comments of Mitsui, each underwriter and
    their respective counsel; and provided, further, however,
    that the Company may discontinue any registration of its
    securities pursuant to Section 2.2 or which are not Registrable
    Securities at any time prior to the effective date of the
    registration statement relating thereto;
    
	 
	 	     
    (b) notify Mitsui of the Commission’s
    requests for amending or supplementing the registration
    statement and the prospectus, and prepare and file with the
    Commission such amendments and supplements to such registration
    statement and the prospectus used in connection therewith as may
    be necessary to keep such registration statement effective and
    to comply with the provisions of the Securities Act with respect
    to the disposition of all Registrable Securities covered by such
    registration statement for such period as shall be required for
    the disposition of all of such Registrable Securities in
    accordance with the intended method of distribution thereof;
    provided, that except with respect to any such
    registration statement filed pursuant to Rule 415 under the
    Securities Act, such period need not exceed 180 days;
    
	 
	 	     
    (c) furnish, without charge, to Mitsui and
    each underwriter such number of conformed copies of such
    registration statement and of each such amendment and supplement
    thereto (in each case including all exhibits), such number of
    copies of the prospectus contained in such registration
    statement (including each preliminary prospectus and any summary
    prospectus) and any other prospectus filed under Rule 424
    under the Securities Act, in conformity with the requirements of
    the Securities Act, and such other documents, as Mitsui and such
    underwriters may reasonably request;
    
	 
	 	     
    (d) use its reasonable best efforts
    (i) to register or qualify all Registrable Securities and
    other securities covered by such registration statement under
    such securities or blue sky laws of such States of the United
    States of America where an exemption is not available and as
    Mitsui or any managing underwriter shall reasonably request,
    (ii) to keep such registration or qualification in effect
    for so long as such registration statement remains in effect,
    and (iii) to take any other action which may be reasonably
    




B-5








 


		
	 	
    necessary or advisable to enable Mitsui to
    consummate the disposition in such jurisdictions of the
    securities to be sold by Mitsui, except that the Company shall
    not for any such purpose be required to qualify generally to do
    business as a foreign corporation in any jurisdiction wherein it
    would not but for the requirements of this subsection
    (d) be obligated to be so qualified or to consent to
    general service of process in any such jurisdiction;
    
	 
	 	     
    (e) furnish to Mitsui and each underwriter,
    if any, participating in the offering of the securities covered
    by such registration statement, a signed counterpart of
    (i) an opinion of counsel for the Company, and (ii) a
    “comfort” letter signed by the independent public
    accountants who have certified the Company’s or any other
    entity’s financial statements included or incorporated by
    reference in such registration statement, covering substantially
    the same matters with respect to such registration statement
    (and the prospectus included therein) and, in the case of the
    accountants’ comfort letter, with respect to events
    subsequent to the date of such financial statements, as are
    customarily covered in opinions of issuer’s counsel and in
    accountants’ comfort letters delivered to the underwriters
    in underwritten public offerings of securities (and dated the
    dates such opinions and comfort letters are customarily dated)
    and, in the case of the legal opinion, such other legal matters,
    and, in the case of the accountants’ comfort letter, such
    other financial matters, as the underwriters, may reasonably
    request;
    
	 
	 	     
    (f) promptly notify Mitsui and each managing
    underwriter, if any, participating in the offering of the
    securities covered by such registration statement (i) when
    such registration statement, any pre-effective amendment, the
    prospectus or any prospectus supplement related thereto or
    post-effective amendment to such registration statement has been
    filed, and, with respect to such registration statement or any
    post-effective amendment, when the same has become effective;
    (ii) of any request by the Commission for amendments or
    supplements to such registration statement or the prospectus
    related thereto or for additional information; (iii) of the
    issuance by the Commission of any stop order suspending the
    effectiveness of such registration statement or the initiation
    of any proceedings for that purpose; (iv) of the receipt by
    the Company of any notification with respect to the suspension
    of the qualification of any of the Registrable Securities for
    sale under the securities or blue sky laws of any jurisdiction
    or the initiation of any proceeding for such purpose;
    (v) at any time when a prospectus relating thereto is
    required to be delivered under the Securities Act, upon
    discovery that, or upon the happening of any event as a result
    of which, the prospectus included in such registration
    statement, as then in effect, includes an untrue statement of a
    material fact or omits to state any material fact required to be
    stated therein or necessary to make the statements therein not
    misleading, in the light of the circumstances under which they
    were made, and in the case of this clause (v), at the request of
    Mitsui promptly prepare and furnish to Mitsui and each managing
    underwriter, if any, participating in the offering of the
    Registrable Securities, a reasonable number of copies of a
    supplement to or an amendment of such prospectus as may be
    necessary so that, as thereafter delivered to the purchasers of
    such securities, such prospectus shall not include 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 in the light of the
    circumstances under which they were made;
    
	 
	 	     
    (g) otherwise comply with all applicable
    rules and regulations of the Commission, and make available to
    its security holders, as soon as reasonably practicable, an
    earnings statement covering the period of at least twelve months
    beginning with the first full calendar month after the effective
    date of such registration statement, which earnings statement
    shall satisfy the provisions of Section 11(a) of the
    Securities Act and Rule 158 promulgated thereunder, and
    promptly furnish to Mitsui a copy of any amendment or supplement
    to such registration statement or prospectus;
    
	 
	 	     
    (h) provide and cause to be maintained a
    transfer agent and registrar (which, in each case, may be the
    Company) for all Registrable Securities covered by such
    registration statement from and after a date not later than the
    effective date of such registration;
    
	 
	 	     
    (i) (i) use its reasonable best efforts
    to cause all Registrable Securities covered by such registration
    statement to be listed on the principal securities exchange on
    which similar securities issued by the Company are then listed
    (if any), if the listing of such Registrable Securities is then
    permitted under the
    




B-6








 


		
	 	
    rules of such exchange, or (ii) if no
    similar securities are then so listed, use its reasonable best
    efforts to (x) cause all such Registrable Securities to be
    listed on a national securities exchange or (y) failing
    that, secure designation of all such Registrable Securities as a
    NASDAQ “national market system security” within the
    meaning of Rule 11Aa2-1 of the Commission or
    (z) failing that, to secure NASDAQ authorization for such
    shares and, without limiting the generality of the foregoing, to
    arrange for at least two market makers to register as such with
    respect to such shares with the National Association of
    Securities Dealers, Inc.;
    
	 
	 	     
    (j) deliver promptly to counsel to Mitsui
    and each underwriter, if any, participating in the offering of
    the Registrable Securities, copies of all correspondence between
    the Commission and the Company, its counsel or auditors;
    
	 
	 	     
    (k) use its reasonable best efforts to
    obtain the withdrawal of any order suspending the effectiveness
    of the registration statement;
    
	 
	 	     
    (l) provide a CUSIP number for all
    Registrable Securities, no later than the effective date of the
    registration statement; and
    
	 
	 	     
    (m) make available its employees and
    personnel (including Company management) and otherwise provide
    reasonable assistance to the underwriters (taking into account
    the needs of the Company’s business) in their marketing of
    Registrable Securities, including, without limitation, the
    reasonable participation and cooperation of such employees and
    personnel (including Company management) in any “road
    show” or similar event undertaken by Mitsui or the
    underwriters; provided, however that the Company shall comply
    with the terms of this clause (m) only two times,
    irrespective of the terms of paragraph (g) of
    Section 2.1.
    




     
The Company may require Mitsui to furnish the
Company such information regarding Mitsui and the distribution
of the Registrable Securities as the Company may need for the
purpose of effecting a registration of Common Stock, including
Registrable Securities, under the Securities Act. The Company
shall be excused from any obligation to Mitsui hereunder to the
extent that Mitsui’s failure to deliver such information
has impaired the Company’s ability to perform its
obligations hereunder and comply with applicable laws and
regulations under the Securities Act, and for so long as Mitsui
has not delivered such information to the extent required by
applicable law.



     
Mitsui agrees that upon receipt of any notice
from the Company of the happening of any event of the kind
described in paragraph (f)(iii), (iv) or (v) of this
Section 2.3, Mitsui will, to the extent appropriate,
discontinue its disposition of Registrable Securities pursuant
to the registration statement relating to such Registrable
Securities until, in the case of paragraphs (f)(iii) and
(f)(iv) of this Section 2.3, such stop order, suspension,
or the proceeding has been terminated, and, in the case of
paragraph (f)(v) of this Section 2.3, its receipt of
the copies of the supplemented or amended prospectus
contemplated by paragraph (f)(v) of this Section 2.3
and, if so directed by the Company, will deliver to the Company
(at the Company’s expense) all copies, other than permanent
file copies, then in its possession, of the prospectus relating
to such Registrable Securities current at the time of receipt of
such notice. If the disposition by Mitsui of its securities is
discontinued pursuant to the foregoing sentence, the Company
shall extend the period of effectiveness of the registration
statement required pursuant to Section 2.3(b) by the number
of days during the period from and including the date of the
giving of notice to and including the date when Mitsui shall
have received copies of the supplemented or amended prospectus
contemplated by paragraph (f)(v) of this Section 2.3.



     
2.4 Underwritten Offerings.



     
(a) Requested Underwritten Offerings.
If requested by the underwriters for any underwritten offering
requested by Mitsui pursuant to a registration under
Section 2.1, the Company shall enter into a customary
underwriting agreement (in the form of underwriting agreement
used at such time by the managing underwriter(s)) with a
managing underwriter or underwriters selected pursuant to
Section 2.1(f) which shall contain such terms as are
generally prevailing in agreements of the managing
underwriter(s), including, without limitation, their customary
provisions relating to indemnification and contribution (the
“Customary Terms”). Mitsui shall be party to
such underwriting agreement and may, at its option, require that
any or all



B-7








 




of the representations and warranties by, and the
other agreements on the part of, the Company to and for the
benefit of such underwriters shall also be made to and for the
benefit of Mitsui, and that any or all of the conditions
precedent to the obligations of such underwriters relating to
the Company under such underwriting agreement be conditions
precedent to the obligations of Mitsui. Mitsui shall not be
required to make any representations or warranties to or
agreements with the Company or the underwriters other than
representations, warranties or agreements regarding Mitsui,
Mitsui’s ownership of and title to the Registrable
Securities, and Mitsui’s intended methods of distribution
and other representations that constitute Customary Terms, and
any liability of Mitsui to any underwriter or other person under
such underwriting agreement shall be several and not joint, and
shall be limited to liability arising from breach of their
respective representations and warranties and shall be limited
to an amount equal to the proceeds (net of expenses and
underwriting discounts and commissions) that Mitsui derives from
such registration.




     
(b) Incidental Underwritten Offering.
In the case of a registration pursuant to Section 2.2
hereof, if the Company shall have determined to enter into any
underwriting agreements in connection therewith, all of the
Registrable Securities to be included in such registration shall
be subject to such underwriting agreements. Mitsui shall not be
required to make any representations or warranties to or
agreements with the Company or the underwriters other than
representations, warranties or agreements regarding Mitsui,
Mitsui’s ownership of and title to the Registrable
Securities, and Mitsui’s intended methods of distribution
and other representations that constitute Customary Terms, and
any liability of Mitsui to any underwriter or other person under
such underwriting agreement shall be several and not joint, and
shall be limited to liability arising from breach of their
respective representations and warranties and shall be limited
to an amount equal to the proceeds (net of expenses and
underwriting discounts and commissions) that Mitsui derives from
such registration.



     
2.5 Preparation; Reasonable
Investigation. In connection with the preparation and filing
of each registration statement under the Securities Act pursuant
to this Agreement, the Company will give Mitsui, Mitsui’s
underwriters, if any, and Mitsui’s counsel, accountants and
other representatives and agents the opportunity to participate
in the preparation of such registration statement, each
prospectus included therein or filed with the Commission, and
each amendment thereof or supplement thereto, and give each of
them such reasonable access to its books and records and such
reasonable opportunities to discuss the business of the Company
with its officers and employees and the independent public
accountants who have certified its financial statements, and
supply all other information reasonably requested by each of
them, as shall be necessary or appropriate, in the opinion of
Mitsui, and such underwriters’ respective counsel, to
conduct a reasonable investigation within the meaning of the
Securities Act.



     
2.6 Indemnification.



     
(a) Indemnification by the Company.
The Company agrees that in the event of any registration of any
securities of the Company under the Securities Act, the Company
shall indemnify and hold harmless Mitsui, its respective
directors, officers, members, partners, agents and affiliates
and each other Person who participates as an underwriter in the
offering or sale of such securities and each other Person, if
any, who controls Mitsui or any such underwriter within the
meaning of the Securities Act, against any losses, claims,
damages, or liabilities, joint or several, to which Mitsui or
any such director, officer, member, partner, agent or affiliate
or underwriter or controlling person may become subject under
the Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities, joint or several (or actions or
proceedings, whether commenced or threatened, in respect
thereof), arise out of or are based upon (i) any untrue
statement or alleged untrue statement of any material fact
contained in any registration statement under which such
securities were registered under the Securities Act, any
preliminary prospectus, final prospectus or summary prospectus
contained therein, or any amendment or supplement thereto or
(ii) any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make
the statements therein in light of the circumstances in which
they were made not misleading, and the Company shall reimburse
Mitsui and each such director, officer, member, partner, agent
or affiliate, underwriter and controlling Person for any legal
or any other expenses reasonably incurred by them in connection
with investigating or defending any such loss, claim, liability,
action or proceeding; provided that the Company shall not
be liable in any such case to Mitsui or any such director,
officer, member, partner, agent, affiliate, or controlling
person to the extent that any such loss, claim, damage,
liability (or action or proceeding in respect thereof) or
expense arises out of or is based



B-8








 




upon an untrue statement or alleged untrue
statement or omission or alleged omission made in such
registration statement, any such preliminary prospectus, final
prospectus, summary prospectus, amendment or supplement in
reliance upon and in conformity with written information
furnished to the Company by or on behalf of Mitsui, specifically
stating that it is for use in the preparation thereof;
provided, however, that the foregoing indemnity agreement
with respect to any preliminary prospectus shall not inure to
the benefit of any person from whom the person asserting any
such losses, claims, damages or liabilities (the
“Claimant”) purchased securities, or any person
controlling such person, if a copy of the prospectus (as then
amended or supplemented if the Company shall have furnished any
amendment or supplement thereto) was not sent or given by or on
behalf of such person to such Claimant, if required by law to
have been so delivered, at or prior to the written confirmation
of the sale of the securities sold to such Claimant, and if the
prospectus (as so amended and supplemented) would have cured the
defect giving rise to such losses, claims, damages or
liabilities. Such indemnity shall remain in full force
regardless of any investigation made by or on behalf of Mitsui
or any such director, officer, member, partner, agent,
affiliate, underwriter or controlling Person and shall survive
the transfer of such securities by Mitsui.




     
(b) Indemnification by Mitsui. As a
condition to including any Registrable Securities in any
registration statement, Mitsui shall indemnify and hold harmless
(in the same manner and to the same extent as set forth in
paragraph (a) of this Section 2.6) the Company, and
each director of the Company, each officer of the Company and
each other Person, if any, who controls the Company within the
meaning of the Securities Act, with respect to any statement or
alleged statement in or omission or alleged omission from such
registration statement, any preliminary prospectus, final
prospectus or summary prospectus contained therein, or any
amendment or supplement thereto, but only to the extent such
statement or alleged statement or omission or alleged omission
was made in reliance upon and in conformity with written
information furnished to the Company by or on behalf of Mitsui
specifically stating that it is for use in the preparation of
such registration statement, preliminary prospectus, final
prospectus, summary prospectus, amendment or supplement;
provided, however, that the liability of such
indemnifying party under this Section 2.6(b) shall be
limited to the amount of proceeds (net of expenses and
underwriting discounts and commissions) received by such
indemnifying party in the offering giving rise to such
liability. Such indemnity shall remain in full force and effect,
regardless of any investigation made by or on behalf of the
Company or any such director, officer or controlling Person and
shall survive the transfer of such securities by Mitsui.



     
(c) Notices of Claims, etc. Promptly
after receipt by an indemnified party of notice of the
commencement of any action or proceeding involving a claim
referred to in the preceding subsections of this
Section 2.6, such indemnified party shall, if a claim in
respect thereof is to be made against an indemnifying party,
give written notice to the latter of the commencement of such
action or proceeding; provided, however, that the failure
of any indemnified party to give notice as provided herein shall
not relieve the indemnifying party of its obligations under the
preceding subsections of this Section 2.4, except to the
extent that the indemnifying party is actually prejudiced by
such failure to give notice, and shall not relieve the
indemnifying party from any liability which it may have to the
indemnified party otherwise than under this Section 2.6. In
case any such action or proceeding is brought against an
indemnified party, the indemnifying party shall be entitled to
participate therein and, unless in the opinion of outside
counsel to the indemnified party a conflict of interest between
such indemnified and indemnifying parties may exist in respect
of such claim, to assume the defense thereof, jointly with any
other indemnifying party similarly notified to the extent that
it may wish, with counsel reasonably satisfactory to such
indemnified party; provided, however, that if the
defendants in any such action or proceeding include both the
indemnified party and the indemnifying party and if in the
opinion of outside counsel to the indemnified party there may be
legal defenses available to such indemnified party and/or other
indemnified parties which are in conflict with or in addition to
those available to the indemnifying party, the indemnified party
or parties shall have the right to select separate counsel to
defend such action or proceeding on behalf of such indemnified
party or parties, provided, however, that the indemnifying party
shall be obligated to pay for only one counsel and one local
counsel for all indemnified parties. After notice from the
indemnifying party to such indemnified party of its election so
to assume the defense thereof and approval by the indemnified
party of such counsel, the indemnifying party shall not be
liable to such indemnified party for any legal expenses
subsequently incurred by the latter in connection with the
defense thereof (unless the first proviso in the preceding
sentence shall be applicable). No indemnifying party shall be
liable for any settlement



B-9








 




of any action or proceeding effected without its
written consent. No indemnifying party shall, without the
consent of the indemnified party, consent to entry of any
judgment or enter into any settlement which does not include as
an unconditional term thereof the giving by the claimant or
plaintiff to such indemnified party of a release from all
liability in respect to such claim or litigation.




     
(d) Contribution. If the
indemnification provided for in this Section 2.6 shall for
any reason be held by a court to be unavailable to an
indemnified party under subsection (a) or (b) hereof
in respect of any loss, claim, damage or liability, or any
action in respect thereof, then, in lieu of the amount paid or
payable under subsection (a) or (b) hereof, the indemnified
party and the indemnifying party under subsection (a) or
(b) hereof shall contribute to the aggregate losses, claims,
damages and liabilities (including legal or other expenses
reasonably incurred in connection with investigating the same),
(i) in such proportion as is appropriate to reflect the
relative fault of the indemnifying party on the one hand, and
the indemnified party on the other, which resulted in such loss,
claim, damage or liability, or action in respect thereof, with
respect to the statements or omissions which resulted in such
loss, claim, damage or liability, or action in respect thereof,
as well as any other relevant equitable considerations, or
(ii) if the allocation provided by clause (i) above is
not permitted by applicable law, in such proportion as shall be
appropriate to reflect not only the relative fault but also the
relative benefits received by the indemnifying party and the
indemnified party from the offering of the securities covered by
such registration statement as well as any other relevant
equitable considerations. The parties hereto agree that it would
not be just and equitable if contributions pursuant to this
Section 2.6(d) were to be determined by pro rata allocation
or by any other method of allocation which does not take into
account the equitable considerations referred to in the
preceding sentence of this Section 2.6(d). No Person guilty
of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such
fraudulent misrepresentation. In addition, no Person shall be
obligated to contribute hereunder any amounts in payment for any
settlement of any action or claim effected without such
Person’s consent, which consent shall not be unreasonably
withheld. Notwithstanding anything in this subsection
(d) to the contrary, no indemnifying party (other than the
Company) shall be required to contribute any amount in excess of
the proceeds (net of expenses and underwriting discounts and
commissions) received by such party from the sale of the
Registrable Securities in the offering to which the losses,
claims, damages or liabilities of the indemnified parties relate.



     
(e) Other Indemnification.
Indemnification and contribution similar to that specified
in the preceding subsections of this Section 2.6 (with
appropriate modifications) shall be given by the Company and
Mitsui with respect to any required registration or other
qualification of securities under any federal, state or blue sky
law or regulation of any governmental authority other than the
Securities Act. The indemnification agreements contained in this
Section 2.6 shall be in addition to any other rights to
indemnification or contribution which any indemnified party may
have pursuant to law or contract and shall remain operative and
in full force and effect regardless of any investigation made by
or on behalf of any indemnified party and shall survive the
transfer of any of the Registrable Securities by Mitsui.



     
(f) Indemnification Payments. The
indemnification and contribution required by this
Section 2.6 shall be made by periodic payments of the
amount thereof during the course of the investigation or
defense, as and when bills are received or expense, loss, damage
or liability is incurred.



     
2.7     Unlegended
Certificates. In connection with the offering of any
Registrable Securities registered pursuant to this
Section 2, the Company shall promptly after the sale of
such Registrable Securities (i) facilitate the timely
preparation and delivery to Mitsui and the underwriters, if any,
participating in such offering, of unlegended certificates
representing ownership of such Registrable Securities being sold
in such denominations and registered in such names as requested
by Mitsui or such underwriters, and (ii) instruct any
transfer agent and registrar of such Registrable Securities to
release any stop transfer orders with respect to any such
Registrable Securities.



     
2.8     No Required
Sale. Nothing in this Agreement shall be deemed to create an
independent obligation on the part of Mitsui to sell any
Registrable Securities pursuant to any effective registration
statement.



B-10








 



     
3.     Rule 144.
The Company shall take all actions reasonably necessary to
enable Mitsui to sell its Common Stock without registration
under the Securities Act within the limitation of the exemptions
provided by (i) Rule 144 under the Securities Act, or
(ii) any similar rule or regulation hereafter adopted by
the Commission including, without limiting the generality of the
foregoing, filing on a timely basis all reports required to be
filed by the Exchange Act. Upon the request of Mitsui, the
Company will deliver to such holder a written statement as to
whether it has complied with such requirements.



     
4.     Amendments and
Waivers. This Agreement may be amended, modified or
supplemented only by written agreement of the parties.



     
5.     Adjustments.
In the event of any change in the capitalization of the
Company as a result of any stock split, stock dividend, reverse
split, combination, recapitalization, merger, consolidation, or
otherwise, the provisions of this Agreement shall be
appropriately adjusted.



     
6.     Notices.
Except as otherwise provided in this Agreement, all notices,
requests, consents and other communications hereunder to any
party shall be deemed to be sufficient if contained in a written
instrument delivered in person or by telecopy, nationally
recognized overnight courier or first class registered or
certified mail, return receipt requested, postage prepaid,
addressed to such party at the address set forth below or such
other address as may hereafter be designated in writing by such
party to the other parties:




		
	 	
    (a) If to Mitsui to:
    





Mitsui & Co., Ltd.




First Motor Vehicles Div.





2-1, Ohtemachi 1-chome, Chiyoda-ku





Tokyo, Japan





Attention: General Manager of First Motor
Vehicles Div.





If to Mitsui USA:




Mitsui & Co. (U.S.A.), Inc.




Detroit Office





1000 Town Center, Suite 1900





Southfield, Michigan 48075





Attention: Detroit Machinery & Automotive
Department





with a copy to:




Debevoise & Plimpton LLP




919 Third Avenue





New York, N.Y. 10022





Attention: William D. Regner, Esq.





(b) If to the Company, to it at:




United Auto Group, Inc.




2555 Telegraph Road





Bloomfield Hills, Michigan 48302-0954





Attention: General Counsel




     
7.     Assignment;
Third Party Beneficiaries; Majority Controls. This Agreement
shall be binding upon and inure to the benefit of and be
enforceable by the parties hereto and their respective
successors and permitted assigns. This Agreement may not be
assigned by the Company, without the prior written consent of
Mitsui. Mitsui may, at its election, at any time or from time to
time, assign its rights or delegate its obligations under this
Agreement, in whole or in part, to any purchaser or other
transferee of Registrable Securities held by it; provided,
however, that any rights to withdraw shares from inclusion
in a registration statement pursuant to Section 2 shall be
made only by Mitsui for itself and all such purchasers and
transferees and provided further that any decision hereunder
made by the holders of the majority of the Registrable
Securities shall be binding on all other holders of Registrable
Securities.



B-11








 



     
8.     Remedies.
The parties hereto agree that money damages or other remedy
at law would not be sufficient or adequate remedy for any breach
or violation of, or a default under, this Agreement by them and
that, in addition to all other remedies available to them, each
of them shall be entitled to an injunction restraining such
breach, violation or default or threatened breach, violation or
default and to any other equitable relief, including without
limitation specific performance, without bond or other security
being required. In any action or proceeding brought to enforce
any provision of this Agreement (including the indemnification
provisions thereof), the successful party shall be entitled to
recover reasonable attorneys’ fees in addition to its costs
and expenses and any other available remedy.



     
9.     Descriptive
Headings. The descriptive headings of the several sections
and paragraphs of this Agreement are inserted for reference only
and shall not control or otherwise affect the meaning hereof.



     
10.     Governing
Law. This Agreement shall be construed and enforced in
accordance with, and the rights and obligations of the parties
hereto shall be governed by, the laws of the State of New York,
without giving effect to the conflicts of law principles thereof
which might result in the application of the laws of any other
jurisdiction. Each of the parties hereto hereby irrevocably
consents to submit to the jurisdiction of the courts of the
State of New York and the United States of America located in
the County of New York solely in respect of the interpretation
and enforcement of the provisions of this Agreement, and in
respect of the transactions contemplated hereby (and agrees not
to commence any action or proceeding relating thereto except in
such courts), and further agrees that service of any process,
summons, notice or document by U.S. registered mail to its
respective address set forth in Section 6 hereof shall be
effective service of process for any action or proceeding
brought against it in any such court. Each of the parties hereto
hereby irrevocably and unconditionally waives any objection to
the laying of venue of any action or proceeding arising out of
this Agreement or the transactions contemplated hereby in the
courts of the State of New York or the United States of America
located in the County of New York, and hereby further
irrevocably and unconditionally waives and agrees not to plead
or claim in any such court that any such action or proceeding
brought in any such court has been brought in an inconvenient
forum.



     
11.     Counterparts.
This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original, but all such
counterparts shall together constitute one and the same
instrument.



     
12.     Invalidity of
Provision. The invalidity or unenforceability of any
provision of this Agreement in any jurisdiction shall not affect
the validity or enforceability of the remainder of this
Agreement in that jurisdiction or the validity or enforceability
of this Agreement, including that provision, in any other
jurisdiction. If any restriction or provision of this Agreement
is held unreasonable, unlawful or unenforceable in any respect,
such restriction or provision shall be interpreted, revised or
applied in a manner that renders it lawful and enforceable to
the fullest extent possible under law.



     
13.     Further
Assurances. Each party hereto shall do and perform or cause
to be done and performed all further acts and things and shall
execute and deliver all other agreements, certificates,
instruments, and documents as any other party hereto reasonably
may request in order to carry out the intent and accomplish the
purposes of this Agreement and the consummation of the
transactions contemplated hereby.



     
14.     Entire
Agreement. This Agreement constitutes the entire agreement,
and supersedes all prior agreements and understandings, oral and
written, between the parties hereto with respect to the subject
matter hereof.




[Remainder of page left blank]


B-12








 



     
IN WITNESS WHEREOF, the parties have caused this
Agreement to be executed and delivered by their respective
officers thereunto duly authorized.




		
	 	
    UNITED AUTO GROUP, INC.
    





			
	 	By: 	




		
	 	
    

	 	
    Name:        Robert
    H. Kurnick, Jr.
    



			
	 	Title:	
    Executive Vice President
    





		
	 	
    MITSUI & CO., LTD.
    





			
	 	By: 	




		
	 	
    

	 	
    Name:        Tatsuo
    Nakayama
    



			
	 	Title:	
    General Manager
    



		
	 	
    First Motor Vehicles Division
    
	 
	 	
    MITSUI & CO. (U.S.A.), INC.
    





			
	 	By: 	




		
	 	
    

	 	
    Name:        Osamu
    Koyama
    



			
	 	Title:	
    Senior Vice President
    




B-13