RECITALSPurchase Agreement • April 9th, 2003 • Penske Capital Partners LLC • Retail-auto dealers & gasoline stations • Michigan
andPurchase Agreement • February 14th, 2001 • Penske Capital Partners LLC • Retail-auto dealers & gasoline stations • Michigan
EXHIBIT 22 AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • March 6th, 2001 • Penske Capital Partners LLC • Retail-auto dealers & gasoline stations • New York
amongRegistration Rights Agreement • December 26th, 2000 • Penske Capital Partners LLC • Retail-auto dealers & gasoline stations • New York
Exhibit 17 Amendment No. 1 to the Stockholders Agreement --------------------------------------------- Amendment No.1 to the Stockholders Agreement (the "Amendment") dated as of December 14, 2000 by and among AIF II, L.P., a Delaware limited...Stockholders Agreement • December 19th, 2000 • Penske Capital Partners LLC • Retail-auto dealers & gasoline stations
Exhibit 1 --------- 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...Stock Option Agreement • August 5th, 1999 • Penske Capital Partners LLC • Retail-auto dealers & gasoline stations • New York
EXHIBIT 12 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 22nd, 1999 • Penske Capital Partners LLC • Retail-auto dealers & gasoline stations • New York
EXHIBIT 36 STOCK PLEDGE AGREEMENT THIS STOCK PLEDGE AGREEMENT, dated August 1, 2003 (the "Stock Pledge Agreement"), given by INTERNATIONAL MOTOR CARS GROUP II, LLC ("Stockholder"), in favor of PENSKE CORPORATION, a Delaware corporation ("Penske"). A....Stock Pledge Agreement • August 5th, 2003 • Penske Capital Partners LLC • Retail-auto dealers & gasoline stations • Michigan
EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13-d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including...Joint Filing Agreement • February 13th, 2004 • Penske Capital Partners LLC • Services-educational services
In accordance with Rule 13-d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of Universal Technical Institute, Inc., and further agree that this Joint Filing Agreement be included as an exhibit to such joint filing. In evidence thereof, the undersigned being duly authorized, hereby execute this Agreement on this 6th day of February 2004.
betweenPurchase Agreement • April 9th, 2003 • Penske Capital Partners LLC • Retail-auto dealers & gasoline stations • New York
PENSKE CORPORATIONJoint Filing Agreement • October 26th, 2000 • Penske Capital Partners LLC • Retail-auto dealers & gasoline stations
The undersigned hereby agree that any amendment to the Schedule 13D, relating to the common stock, par value $0.0001 per share, of United Auto Group, Inc., on or after the date as of which this joint filing agreement is made, are and will be filed jointly by the undersigned with the Securities and Exchange Commission pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, on behalf of each such person.
andPurchase Agreement • December 19th, 2000 • Penske Capital Partners LLC • Retail-auto dealers & gasoline stations • New York
EXHIBIT 6 STOCKHOLDER VOTING AGREEMENT STOCKHOLDER VOTING AGREEMENT, dated April 12, 1999 (this "Agreement"), among Aeneas Venture Corporation ("Stockholder"), International Motor Cars Group I, L.L.C. and International Motor Cars Group II, L.L.C....Stockholder Voting Agreement • April 22nd, 1999 • Penske Capital Partners LLC • Retail-auto dealers & gasoline stations • Delaware
EXHIBIT 8 UNITED AUTO GROUP, INC. STOCKHOLDERS AGREEMENTStockholders Agreement • April 22nd, 1999 • Penske Capital Partners LLC • Retail-auto dealers & gasoline stations • New York
EXHIBIT 99.30 PUT AGREEMENT THIS PUT AGREEMENT (the "Agreement"), dated as of October 24, 2001, is entered into by and among Penske Corporation, a Delaware corporation ("Penske"), United Auto Group, Inc., a Delaware corporation ("UAG"), and Jacob A....Put Agreement • April 9th, 2003 • Penske Capital Partners LLC • Retail-auto dealers & gasoline stations • California
PENSKE CORPORATION 13400 Outer Drive West Detroit, Michigan 48239Purchase Agreement • April 9th, 2003 • Penske Capital Partners LLC • Retail-auto dealers & gasoline stations • New York
EXHIBIT 1 SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 22nd, 1999 • Penske Capital Partners LLC • Retail-auto dealers & gasoline stations • New York
April 4, 2003 Mitsui & Co., Ltd. First Motor Vehicles Div. 2-1, Ohtemachi 1-Chome, Chiyoda-ku Tokyo, Japan 100-0004 Mitsui & Co. (U.S.A.), Inc. 200 Park Avenue New York, New York 10166 Dear Ladies and Gentlemen: The parties to this letter agreement...Tag-Along Rights Agreement • April 9th, 2003 • Penske Capital Partners LLC • Retail-auto dealers & gasoline stations • New York
Joint Filing AgreementJoint Filing Agreement • April 22nd, 1999 • Penske Capital Partners LLC • Retail-auto dealers & gasoline stations
The undersigned hereby agree that the Statement on Schedule 13D filed herewith (and any amendments thereto), relating to the common stock, par value $0.0001 per share, of United Auto Group, Inc., is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, on behalf of each such person.
EXHIBIT 13 NON-COMPETITION AND STANDSTILL AGREEMENT THIS NON-COMPETITION AND STANDSTILL AGREEMENT (this "Agreement") is entered into as of this 12th day of April, 1999, between United Auto Group, Inc., a Delaware corporation (the "Company") and...Non-Competition and Standstill Agreement • April 22nd, 1999 • Penske Capital Partners LLC • Retail-auto dealers & gasoline stations • New York
February 28, 2001 Mitsui & Co., Ltd. First Motor Vehicles Div. 2-1, Ohtemachi 1-Chome, Chiyoda-ku Tokyo, Japan 100-0004 Mitsui & Co. (U.S.A.), Inc. 200 Park Avenue New York, New York 10166 Dear Ladies and Gentlemen: Reference is made to the Purchase...Purchase Agreement • March 6th, 2001 • Penske Capital Partners LLC • Retail-auto dealers & gasoline stations • New York
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 ofRegistration Rights Agreement • February 17th, 2004 • Penske Capital Partners LLC • Retail-auto dealers & gasoline stations • New York
ANNEX C STOCKHOLDERS AGREEMENT BY AND AMONG INTERNATIONAL MOTOR CARS GROUP I, L.L.C., INTERNATIONAL MOTOR CARS GROUP II, L.L.C., MITSUI & CO., LTD., MITSUI & CO. (U.S.A.), INC., PENSKE CORPORATION, AND PENSKE AUTOMOTIVE HOLDINGS CORP. Dated as of , 2004Stockholders Agreement • February 17th, 2004 • Penske Capital Partners LLC • Retail-auto dealers & gasoline stations • New York
THIS STOCKHOLDERS AGREEMENT (the “Agreement”) dated as of , 2004 is by and among 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”), 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, “Mitsui”), PENSKE CORPORATION, a Delaware corporation (“Penske Corporation”), and PENSKE AUTOMOTIVE HOLDINGS CORP., a Delaware corporation (“Penske Holdings”, and together with Penske Corporation, “Penske”).
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...Purchase Agreement • February 17th, 2004 • Penske Capital Partners LLC • Retail-auto dealers & gasoline stations • New York
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”).
AGREEMENT dated as of February 22, 2002 by and between J.P. MORGAN PARTNERS (BHCA), L.P. ("Investor"), INTERNATIONAL MOTOR CARS GROUP I, L.L.C. ("PCP I"), INTERNATIONAL MOTOR CARS GROUP II, L.L.C. ("PCP II," and together with PCP I, the "PCP...Regulatory Sideletter • March 1st, 2002 • Penske Capital Partners LLC • Retail-auto dealers & gasoline stations
TERMINATION AGREEMENTTermination Agreement • February 17th, 2004 • Penske Capital Partners LLC • Retail-auto dealers & gasoline stations • New York
This TERMINATION AGREEMENT, dated as of , 2004 (the “Termination Agreement”), is by and among, 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”), 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, “Mitsui”), PENSKE CORPORATION, a Delaware corporation (“Penske Corporation”), PENSKE AUTOMOTIVE HOLDINGS CORP., a Delaware corporation (“Penske Holdings”), PENSKE CAPITAL PARTNERS, L.L.C., a Delaware limited liability company (“Penske Capital” and together with Penske Corporation and Penske Holdings, “Penske”), and UNITED AUTO GROUP, INC., a Delaware corporation (the “Company”).
PURCHASE AGREEMENT by and among MITSUI & CO., LTD., MITSUI & CO. (U.S.A.), INC., JAMES HISLOP and PENSKE CORPORATION dated as of September 14, 2006Purchase Agreement • September 14th, 2006 • Penske Capital Partners LLC • Retail-auto dealers & gasoline stations • New York
This PURCHASE AGREEMENT (the “Agreement”) dated as of September 14, 2006 is by and among 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, each individually, a “Purchaser”, and together, the “Purchasers”), JAMES HISLOP (the “Seller”), and PENSKE CORPORATION, a Delaware corporation, as paying agent (the “Paying Agent”). Capitalized terms used in this Agreement are defined in Section 8.1.
EXHIBIT 35 VOTING AND TRANSFER RIGHTS AGREEMENTVoting and Transfer Rights Agreement • August 5th, 2003 • Penske Capital Partners LLC • Retail-auto dealers & gasoline stations • Michigan
PURCHASE AGREEMENT between PENSKE AUTOMOTIVE HOLDINGS CORP., and AENEAS VENTURE CORPORATION dated as of February 16, 2004Purchase Agreement • February 17th, 2004 • Penske Capital Partners LLC • Retail-auto dealers & gasoline stations • New York
PURCHASE AGREEMENT dated as of February 16, 2004, between Aeneas Venture Corporation, a Delaware corporation (“Seller”), and Penske Automotive Holdings Corp., a Delaware Corporation (“Purchaser”).
PURCHASE AGREEMENT by and between PENSKE CORPORATION and [Seller] dated as of September 14, 2006Purchase Agreement • September 14th, 2006 • Penske Capital Partners LLC • Retail-auto dealers & gasoline stations • New York
This PURCHASE AGREEMENT (the “Agreement”) dated as of September 14, 2006 is by and between PENSKE CORPORATION, a Delaware corporation (the “Purchaser” or “Penske”), and [Seller], having an address on the signature page (the “Seller”).
PURCHASE AGREEMENT by and among PENSKE AUTOMOTIVE HOLDINGS CORP. and AIF II, L.P. dated as of August 7, 2001Purchase Agreement • August 7th, 2001 • Penske Capital Partners LLC • Textile mill products • New York
PURCHASE AGREEMENT dated as of August 7, 2001, by and between AIF II, L.P., a Delaware limited partnership (“Seller”) and PENSKE AUTOMOTIVE HOLDINGS CORP., a Delaware corporation (the “Purchaser”).
Exhibit 26 INTERNATIONAL MOTOR CARS GROUP II, L.L.C. J.P. Morgan Partners (BHCA), L.P. c/o J.P. Morgan, L.L.C. 1221 Avenue of the Americas New York, New York 10020 Attn: Donald J. Hofmann, Jr. Penske Capital Partners, L.L.C. c/o Penske Corporation...Membership Agreement • March 1st, 2002 • Penske Capital Partners LLC • Retail-auto dealers & gasoline stations • New York
