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
LEASE AGREEMENTLease Agreement • October 22nd, 1996 • United Auto Group Inc • Retail-auto dealers & gasoline stations • Georgia
Contract Type FiledOctober 22nd, 1996 Company Industry Jurisdiction
NET LEASEAgreement • October 22nd, 1996 • United Auto Group Inc • Retail-auto dealers & gasoline stations • Arizona
Contract Type FiledOctober 22nd, 1996 Company Industry Jurisdiction
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
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
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
LEASELease • October 22nd, 1996 • United Auto Group Inc • Retail-auto dealers & gasoline stations
Contract Type FiledOctober 22nd, 1996 Company Industry
CONFORMED COPY CREDIT AGREEMENTAssignment and Assumption Agreement • May 15th, 1997 • United Auto Group Inc • Retail-auto dealers & gasoline stations • New York
Contract Type FiledMay 15th, 1997 Company Industry Jurisdiction
EXHIBIT 10.3 UAG CONNECTICUT I, LLC FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT EFFECTIVE MARCH 1, 2001 TABLE OF CONTENTSLimited Liability Company Agreement • May 15th, 2003 • United Auto Group Inc • Retail-auto dealers & gasoline stations • Delaware
Contract Type FiledMay 15th, 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
ARTICLE 1 DEFINITIONSOperating Agreement • November 13th, 2003 • United Auto Group Inc • Retail-auto dealers & gasoline stations • Delaware
Contract Type FiledNovember 13th, 2003 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
BETWEENLease Agreement • November 15th, 2002 • United Auto Group Inc • Retail-auto dealers & gasoline stations
Contract Type FiledNovember 15th, 2002 Company Industry
AGREEMENTAgreement • May 15th, 2003 • United Auto Group Inc • Retail-auto dealers & gasoline stations
Contract Type FiledMay 15th, 2003 Company Industry
1 EXHIBIT 10.27.1 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 29th, 2001 • United Auto Group Inc • Retail-auto dealers & gasoline stations • New York
Contract Type FiledMarch 29th, 2001 Company Industry Jurisdiction
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
INDENTUREUnited Auto Group Inc • November 14th, 1997 • Retail-auto dealers & gasoline stations • New York
Company FiledNovember 14th, 1997 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
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
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
I. THE PARTIESUnited Auto Group Inc • October 22nd, 1996 • Retail-auto dealers & gasoline stations • New Jersey
Company FiledOctober 22nd, 1996 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
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
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
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...United Auto Group Inc • March 12th, 2002 • Retail-auto dealers & gasoline stations • New York
Company FiledMarch 12th, 2002 Industry Jurisdiction
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
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
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
SECOND AMENDMENTSecurity Agreement • May 10th, 2006 • United Auto Group Inc • Retail-auto dealers & gasoline stations • New York
Contract Type FiledMay 10th, 2006 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
Exhibit 10.3 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 Roger S. Penske ("Optionee"). W I T N E S S E...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