1 EXHIBIT 10.1.19.6 AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF DECEMBER 22, 2000Credit Agreement • March 29th, 2001 • United Auto Group Inc • Retail-auto dealers & gasoline stations • New York
Contract Type FiledMarch 29th, 2001 Company Industry Jurisdiction
STOCK PURCHASE AGREEMENT DATED: FEBRUARY 7, 1997Stock Purchase Agreement • August 14th, 1997 • United Auto Group Inc • Retail-auto dealers & gasoline stations • Nevada
Contract Type FiledAugust 14th, 1997 Company Industry Jurisdiction
INDENTUREIndenture • November 14th, 1997 • United Auto Group Inc • Retail-auto dealers & gasoline stations • New York
Contract Type FiledNovember 14th, 1997 Company Industry Jurisdiction
ARTICLE I DEFINITIONSSeverance Agreement • March 29th, 2000 • United Auto Group Inc • Retail-auto dealers & gasoline stations • Delaware
Contract Type FiledMarch 29th, 2000 Company Industry Jurisdiction
LEASE AGREEMENTLease Agreement • October 22nd, 1996 • United Auto Group Inc • Retail-auto dealers & gasoline stations • Georgia
Contract Type FiledOctober 22nd, 1996 Company Industry Jurisdiction
UNITED AUTO GROUP, INC. 375 Park Avenue New York, NY 10152Consulting Agreement • May 15th, 1997 • United Auto Group Inc • Retail-auto dealers & gasoline stations
Contract Type FiledMay 15th, 1997 Company Industry
EXHIBIT 1 PURCHASE AGREEMENTPurchase Agreement • April 11th, 2003 • United Auto Group Inc • Retail-auto dealers & gasoline stations • New York
Contract Type FiledApril 11th, 2003 Company Industry Jurisdiction
1 2 agreement or restriction to which it is a party or by which it is bound.Pledge Agreement • August 14th, 2001 • United Auto Group Inc • Retail-auto dealers & gasoline stations • Connecticut
Contract Type FiledAugust 14th, 2001 Company Industry Jurisdiction
SECOND AMENDMENTCredit Agreement • March 29th, 2000 • United Auto Group Inc • Retail-auto dealers & gasoline stations • New York
Contract Type FiledMarch 29th, 2000 Company Industry Jurisdiction
WITNESSETHSupplemental Indenture • February 26th, 2008 • Penske Automotive Group, Inc. • Retail-auto dealers & gasoline stations • New York
Contract Type FiledFebruary 26th, 2008 Company Industry Jurisdiction
Exhibit 10.4 STOCK OPTION AGREEMENT This Stock Option Agreement ("Agreement") is dated as of August 3, 1999, and is entered into between United Auto Group, Inc., a Delaware corporation (the "Company"), and Marshall S. Cogan ("Optionee"). W I T N E S S...Stock Option Agreement • August 13th, 1999 • United Auto Group Inc • Retail-auto dealers & gasoline stations • New York
Contract Type FiledAugust 13th, 1999 Company Industry Jurisdiction
BETWEENLease Agreement • November 15th, 2002 • United Auto Group Inc • Retail-auto dealers & gasoline stations
Contract Type FiledNovember 15th, 2002 Company Industry
EXHIBIT 10.1Stockholders' Agreement • May 5th, 2005 • United Auto Group Inc • Retail-auto dealers & gasoline stations • Delaware
Contract Type FiledMay 5th, 2005 Company Industry Jurisdiction
Exhibit 10.19.1.4 AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Amendment (the "Amendment") to Agreement and Plan of Merger (the "Merger Agreement") is made and entered into this 31st day of January, 1998 between and among United Auto Group, Inc., a...Agreement and Plan of Merger • February 20th, 1998 • United Auto Group Inc • Retail-auto dealers & gasoline stations • Indiana
Contract Type FiledFebruary 20th, 1998 Company Industry Jurisdiction
1 EXHIBIT 10.31.1 UAG CONNECTICUT I, LLC LIMITED LIABILITY COMPANY AGREEMENT EFFECTIVE MARCH 1, 2001 TABLE OF CONTENTSLimited Liability Company Agreement • August 14th, 2001 • United Auto Group Inc • Retail-auto dealers & gasoline stations • Delaware
Contract Type FiledAugust 14th, 2001 Company Industry Jurisdiction
BY AND AMONG AIF II, L.P.,Shareholder Agreement • May 10th, 1999 • United Auto Group Inc • Retail-auto dealers & gasoline stations • New York
Contract Type FiledMay 10th, 1999 Company Industry Jurisdiction
W I T N E S S E T H:Purchase and Sale Agreement • October 22nd, 1996 • United Auto Group Inc • Retail-auto dealers & gasoline stations • Georgia
Contract Type FiledOctober 22nd, 1996 Company Industry Jurisdiction
UAG LOGO] NEW YORK--(BUSINESS WIRE)-- April 15, 1997--United Auto Group, Inc. (NYSE: UAG), the nation's second largest publicly-traded automotive retailer, has signed a definitive agreement to acquire 100% of the capital stock of three General Motors...Acquisition Agreement • April 21st, 1997 • United Auto Group Inc • Retail-auto dealers & gasoline stations
Contract Type FiledApril 21st, 1997 Company IndustryNEW YORK--(BUSINESS WIRE)-- April 15, 1997--United Auto Group, Inc. (NYSE: UAG), the nation's second largest publicly-traded automotive retailer, has signed a definitive agreement to acquire 100% of the capital stock of three General Motors Corporation dealerships in the Carolinas: Reed-Lallier Chevrolet, Inc., located in Fayetteville, North Carolina; Gene Reed Chevrolet, Inc. and Michael Chevrolet-Oldsmobile, Inc., which are located in the Charleston, South Carolina suburbs of North Charleston and Summerville, respectively.
AMONG UNITED AUTO GROUP, INC., UAG YOUNG, INC., DAN YOUNG CHEVROLET, INC., DAN YOUNG, INC. PARKWAY CHEVROLET, INC., YOUNG MANAGEMENT GROUP, INC., ALAN V. YOUNG, WILLIAM A. YOUNG, DAN E. YOUNG, CONWAY M. ANDERSON III, SHIRLEY J. YOUNG IRREVOCABLE GRAT...Stock Purchase Agreement • November 14th, 1997 • United Auto Group Inc • Retail-auto dealers & gasoline stations • Indiana
Contract Type FiledNovember 14th, 1997 Company Industry Jurisdiction
March ___, 2002 BEAR, STEARNS & CO. INC. BANC OF AMERICA SECURITIES LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated ROBERTSON STEPHENS, INC. Stephens Inc. as Representatives of the several Underwriters named in Schedule I attached hereto c/o...Underwriting Agreement • March 12th, 2002 • United Auto Group Inc • Retail-auto dealers & gasoline stations • New York
Contract Type FiledMarch 12th, 2002 Company Industry Jurisdiction
EXHIBIT 10.1.19.1 CREDIT AGREEMENT DATED AS OF AUGUST 3, 1999Credit Agreement • March 29th, 2000 • United Auto Group Inc • Retail-auto dealers & gasoline stations • New York
Contract Type FiledMarch 29th, 2000 Company Industry Jurisdiction
SETTLEMENT AGREEMENTSettlement Agreement • October 22nd, 1996 • United Auto Group Inc • Retail-auto dealers & gasoline stations • New York
Contract Type FiledOctober 22nd, 1996 Company Industry Jurisdiction
AMONGRegistration Rights Agreement • February 2nd, 2006 • United Auto Group Inc • Retail-auto dealers & gasoline stations • New York
Contract Type FiledFebruary 2nd, 2006 Company Industry Jurisdiction
EXHIBIT 10.36 LEASE AGREEMENT BY AND BETWEEN CAR CHAUNCEY L.L.C.Lease Agreement • November 15th, 2002 • United Auto Group Inc • Retail-auto dealers & gasoline stations
Contract Type FiledNovember 15th, 2002 Company Industry
WITNESSETH:Restricted Stock Agreement • August 13th, 2003 • United Auto Group Inc • Retail-auto dealers & gasoline stations • Delaware
Contract Type FiledAugust 13th, 2003 Company Industry Jurisdiction
SHAREHOLDERS' AGREEMENT This Shareholders' Agreement, dated as of October ___, 1996, is by and among UAG West, Inc., a Delaware corporation ("UAG West"), SK Motors, Ltd., an Arizona corporation, d/b/a Scottsdale Porsche (the "Company"), and the...Shareholders' Agreement • October 22nd, 1996 • United Auto Group Inc • Retail-auto dealers & gasoline stations • Arizona
Contract Type FiledOctober 22nd, 1996 Company Industry Jurisdiction
EXHIBIT 4 Execution Copy AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 11th, 2003 • United Auto Group Inc • Retail-auto dealers & gasoline stations • New York
Contract Type FiledApril 11th, 2003 Company Industry Jurisdiction
EXHIBIT 2 SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • April 11th, 2003 • United Auto Group Inc • Retail-auto dealers & gasoline stations • New York
Contract Type FiledApril 11th, 2003 Company Industry Jurisdiction
Exhibit A LEASELease • October 22nd, 1996 • United Auto Group Inc • Retail-auto dealers & gasoline stations • Arizona
Contract Type FiledOctober 22nd, 1996 Company Industry Jurisdiction
ANDIndenture • February 2nd, 2006 • United Auto Group Inc • Retail-auto dealers & gasoline stations • New York
Contract Type FiledFebruary 2nd, 2006 Company Industry Jurisdiction
AMONGStock Purchase Agreement • November 14th, 1997 • United Auto Group Inc • Retail-auto dealers & gasoline stations • New York
Contract Type FiledNovember 14th, 1997 Company Industry Jurisdiction
CONFORMED COPY CREDIT AGREEMENTCredit Agreement • May 15th, 1997 • United Auto Group Inc • Retail-auto dealers & gasoline stations • New York
Contract Type FiledMay 15th, 1997 Company Industry Jurisdiction
EXHIBIT 10.20.1 SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 15th, 1999 • United Auto Group Inc • Retail-auto dealers & gasoline stations • New York
Contract Type FiledApril 15th, 1999 Company Industry Jurisdiction
EXHIBIT 10.2Management Services Agreement • May 5th, 2005 • United Auto Group Inc • Retail-auto dealers & gasoline stations • Michigan
Contract Type FiledMay 5th, 2005 Company Industry Jurisdiction
EMPLOYMENT AGREEMENTEmployment Agreement • October 7th, 1996 • United Auto Group Inc • Retail-auto dealers & gasoline stations • Arizona
Contract Type FiledOctober 7th, 1996 Company Industry Jurisdiction