exv10w1



 






Exhibit 10.1





EIGHTH AMENDMENT




     THIS EIGHTH AMENDMENT dated as of March 25, 2004 (this “Amendment”) is to
the Amended and Restated Credit Agreement (as heretofore amended, the “Credit
Agreement”) dated as of December 22, 2000 among UNITED AUTO GROUP, INC. (the
“Company”), various financial institutions (the “Lenders”) and DAIMLERCHRYSLER
SERVICES NORTH AMERICA LLC (formerly Chrysler Financial Company L.L.C.), as
agent for the Lenders (the “Agent”). Unless otherwise defined herein, terms
defined in the Credit Agreement are used herein as defined in the Credit
Agreement.



     WHEREAS, the parties hereto desire to amend the Credit Agreement in
certain respects;



     NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the parties hereto agree as follows:



     SECTION 1 AMENDMENTS. Effective on (and subject to the occurrence of)
the Amendment Effective Date (as defined below):



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




         Comerica Cash Collateral — means cash collateral provided to
Comerica Bank, N.A. in an aggregate amount up to $4,138,620 in support of
certain letters of credit issued by Comerica Bank, N.A. in favor of
Universal Underwriters and Ace American Insurance (the “Comerica Letters
of Credit”).




         Comerica Letters of Credit — see the definition of “Comerica Cash
Collateral”.



     1.2 Section 9.8 of the Credit Agreement shall be amended by (x) deleting
all text in such Section immediately following the semi-colon at the end of
clause (j) thereof and (y) substituting the following therefor:




         “(k) Liens securing Debt permitted by Section 9.7(l), provided that
such Liens are limited to assets of the U.K. Subsidiary and its
Subsidiaries; and




         (l) Liens arising in connection with the Comerica Cash Collateral
so long as the Comerica Letters of Credit remain outstanding.”



     SECTION 2 REPRESENTATIONS AND WARRANTIES. The Company represents and
warrants to the Agent and the Lenders that: (a) the representations and
warranties made in Section 8 of the Credit Agreement are true and correct on
and as of the Amendment Effective Date (as defined below) with the same effect
as if made on and as of the Amendment Effective Date (except to the extent
relating solely to an earlier date, in which case they were true and correct as
of such earlier date); (b) no Event of Default or Unmatured Event of Default
exists or will result from the execution of this Amendment; (c) no event or
circumstance has occurred since the Effective Date that has resulted, or would
reasonably be expected to result, in a Material Adverse Effect; (d) the
execution and delivery by the Company of this Amendment and



 









 





the performance by the Company of its obligations under the Credit
Agreement as amended hereby (as so amended, the “Amended Credit Agreement”) (i)
are within the corporate powers of the Company, (ii) have been duly authorized
by all necessary corporate action, (iii) have received all necessary approval
from any governmental authority and (iv) do not and will not contravene or
conflict with any provision of any law, rule or regulation or any order,
decree, judgment or award which is binding on the Company or any of its
Subsidiaries or of any provision of the certificate of incorporation or bylaws
or other organizational documents of the Company or of any agreement,
indenture, instrument or other document which is binding on the Company or any
of its Subsidiaries; and (e) the Amended Credit Agreement is the legal, valid
and binding obligation of the Company, enforceable against the Company in
accordance with its terms, except as enforceability may be limited by
applicable bankruptcy, insolvency or similar laws affecting the enforcement of
creditors’ rights generally or by equitable principles relating to
enforceability.



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



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



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



     SECTION 4 MISCELLANEOUS.



     4.1 Continuing Effectiveness, etc. As hereby amended, the Credit
Agreement shall remain in full force and effect and is hereby ratified and
confirmed in all respects. As of the Amendment Effective Date, all references
in the Credit Agreement, the Notes, each other Loan Document and any similar
document to the “Credit Agreement” or similar terms shall refer to the Amended
Credit Agreement.



     4.2 Counterparts. This Amendment may be executed in any number of
counterparts and by the different parties on separate counterparts, and each
such counterpart shall be deemed to be an original but all such counterparts
shall together constitute one and the same Amendment.



     4.3 Expenses. The Company agrees to pay the reasonable costs and expenses
of the Agent (including reasonable fees and disbursements of counsel,
including, without duplication, the allocable costs of internal legal services
and all disbursements of internal legal counsel) in connection with the
preparation, execution and delivery of this Amendment.



 









 






     4.4 Governing Law. This Amendment shall be a contract made under and
governed by the laws of the State of New York applicable to contracts made and
to be wholly performed within the State of New York.



     4.5 Successors and Assigns. This Amendment shall be binding upon the
Company, the Lenders and the Agent and their respective successors and assigns,
and shall inure to the benefit of the Company, the Lenders and the Agent and
the successors and assigns of the Lenders and the Agent.



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     Delivered as of the day and year first above written.



	 
	UNITED AUTO GROUP, INC.


	 
	By: /s/ James R. Davidson

	Title: EVP






 



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

	

	 
	By:

	
 

	Title:

	
 

	 
	TOYOTA MOTOR CREDIT CORPORATION,

as a Lender

	 
	By:

	
 

	Title: