REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT, dated as of August 1, 1995, is
entered into by and among United Auto Group, Inc., a Delaware corporation (the
"Company"), and each of the parties listed on Schedule I hereto.
WHEREAS, pursuant to the terms of the Shareholders' Agreement, (the
"Shareholders Agreement"), dated as of August 1, 1995, among the Company, United
Xxxxxxx, Inc., a Delaware corporation, Xxxxxxx Auto Sales, Inc., an Arkansas
corporation ("Auto Sales"), Xxxxx Xxxxxxx and Xxxx Xxxxxxx (collectively
referred herein as the "Xxxxxxx"), and certain other parties named therein, in
the event of an underwritten public offering of the Company's common stock, par
value $0.0001 per share (the "Common Stock"), the Xxxxxxx will be required to
exchange their shares of common stock, no par value, of Auto Sales for shares
(the "Xxxxxxx Shares") of Common Stock;
WHEREAS, the Company has agreed to grant the Xxxxxxx certain rights to
have shares of Common Stock registered under the Securities Act of 1933, as
amended (the "1933 Act");
WHEREAS, pursuant to the terms of the Master Agreement (the "DiFeo
Master Agreement"), dated as of March 17, 1992, as amended, among the Company,
Xxxxxx X. XxXxx, Xxxxxx XxXxx (Xxxxxx X. XxXxx and Xxxxxx XxXxx are collectively
referred to herein as the "DiFeos"), and certain other parties named therein, in
the event of an underwritten public offering of the Common Stock, certain
entities owned by the DiFeos (the "DiFeo Entities") will be required to exchange
their interests in certain partnerships for shares (the "DiFeo Shares") of
Common Stock (the "DiFeo Exchange");
WHEREAS, pursuant to the terms of the DiFeo Master Agreement, the
Company has previously agreed to grant to the DiFeo Entities upon consummation
of the DiFeo Exchange certain rights to have shares of Common Stock registered
under the 1933 Act and it is contemplated that the DiFeo will enter into this
Agreement;
WHEREAS, it is contemplated by the Company that as a result of
ventures with or acquisitions of certain persons or entities (the "Venture
Shareholders") after the date hereof, the Company will grant certain rights to
the Venture Shareholders to have shares of Common Stock registered under the
1933 Act; and
WHEREAS, the Company, the Xxxxxxx, the DiFeos and the DiFeo Entities
desire to integrate the registration rights held
or to be held by the Xxxxxxx, the XxXxx Entities and the Venture Shareholders
and to supersede in their entirety any registration rights previously granted to
the DiFeo Entities;
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises and covenants herein contained, the parties hereto hereby agree as
follows:
SECTION 1. REGISTRATION RIGHTS
1.1 DEFINITIONS
As used in this Section 1:
(a) the terms "register," "registered" and "registration" refer to a
registration effected by preparing and filing a registration statement in
compliance with the 1933 Act (and any post-effective amendments filed or
required to be filed) and the declaration or ordering of effectiveness of such
registration statement;
(b) the term "Registrable Securities" means (A) the Xxxxxxx Shares,
(B) the DiFeo Shares, (C) any shares of Common Stock which the Xxxxxxx (or an
Affiliate (as defined below) thereof) or the DiFeos (or an Affiliate thereof)
may hereafter acquire, (D) any shares of Common Stock hereafter issued to or
acquired by a person or entity deemed by the Company to be a Venture Shareholder
for purposes hereunder and included at such time on Schedule I hereto, and (E)
any capital stock of the Company issued as a dividend or other distribution with
respect to, or in exchange for or in replacement of, the shares of Common Stock
referred to in clauses (A)-(D) above;
(c) the term "Holder" means any person owning or having the right to
acquire Registrable Securities;
(d) the term "Prior Holder" means any person or entity who has
previously been or will be granted rights pursuant to either the Registration
Rights Agreement, dated as of October 15, 1993, among the Company and certain
parties named therein (the "Registration Rights Agreement"), or the warrants
(the "Investor Warrants") to purchase Common Stock issued pursuant to the
Securities Purchase Agreements, to be entered into on or prior to November 30,
1995, among the Company and certain investors, such Securities Purchase
Agreements to be substantially in the form thereof dated August 10, 1995 but
incorporating the terms of that certain Supplement to Summary of Selected Terms
and containing such other terms not inconsistent with such Supplement as may be
agreed to by the parties to such Securities Purchase Agreements (the
Registration Rights
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Agreement and the Investor Warrants are collectively referred to herein as the
"Prior Registration Rights Agreements") to have shares of Common Stock
registered under the 1933 Act, either in respect of issued shares of Common
Stock or shares of Common Stock to be issued upon conversion of outstanding
securities of the Company;
(e) the number of shares of "Registrable Securities then outstanding"
shall be determined by adding the number of shares of Common Stock outstanding
which are, and the number of shares of Common Stock issuable pursuant to then
exercisable or convertible securities which upon issuance would be, Registrable
Securities;
(f) the term "Affiliate" of a specified person means a person that
directly or indirectly, through one or more intermediaries, controls, or is
controlled by, or is under common control with, the person specified, and in the
case of a specified person who is a natural person, his spouse, his issue, his
parents, his estate and any trust entirely for the benefit of his spouse and/or
issue. The term "control" means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of a
person or entity, whether through the ownership of voting securities, by
contract or otherwise; and
(g) the term "UAG IPO" means a Qualified Public Offering (as such
term is defined in UAG's Restated Certificate of Incorporation as in effect on
the date hereof) or the completion of a sale of capital stock of UAG (or a
subsidiary of UAG) pursuant to a registration statement which has become
effective under the Securities Act and which has been deemed to be a Qualified
Public Offering by the holders of a majority of the outstanding shares of the
Class A Preferred Stock, par value $0.0001 per share, of UAG.
1.2 REQUESTED REGISTRATION
(a) REQUEST FOR REGISTRATION. If, after one year following the UAG
IPO, the Company shall receive a written request from the Holder or Holders of
in excess of 66 2/3% of the Registrable Securities then outstanding and entitled
to registration rights under this Section 1 (the "Initiating Holders") that the
Company effect the registration under the 1993 Act with respect to all or a part
of the Registrable Securities, the Company will, within five days of the receipt
thereof, give written notice of such request to all Holders and shall within
ninety (90) days of its receipt of such written request, file a registration
statement on a form deemed appropriate by the
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Company's counsel with the Securities and Exchange Commission (the "SEC")
covering all the Registrable Securities which the Holders shall in writing
request (given within twenty (20) days of receipt of the notice given by the
Company pursuant to this Section 1.2(a)) to be included in such registration and
the Company shall use its best efforts to cause such registration statement to
become effective.
The Company shall not be obligated to effect such registration
pursuant to this Section 1.2(a) hereof (A) after the Company already has
effected one (1) such registration pursuant to this Section 1.2(a) and such
registration has been declared or ordered effective, (B) if a registration
statement filed by the Company has been declared or ordered effective within
fifteen (15) months prior to the receipt of a written request from a Holder or
Holders under this Section 1.2(a), (C) if the Company shall be required by the
SEC or any state securities authority to have an audit of any of its interim
financial statements prepared in order to have a registration statement declared
effective, unless the Holders shall agree in writing to bear the expense of such
audit in full, (D) if in the good faith judgment of the Board of Directors of
the Company, it would not be in the best interests of the Company and its
stockholders generally for such registration statement to be filed (in which
case the Company shall have the right to defer such filing for a period of not
more that 180 days after receipt of the request of the Initiating Holders), or
(E) in any particular jurisdiction in which the Company would be required to
execute a general consent to service of process in effecting such registration,
unless the Company is already subject to service in such jurisdiction and except
as may be required by the 1933 Act or applicable rules or regulations
thereunder. It is expressly agreed that nothing contained in this Section
1.2(a) shall give any Holder the right to have the disposition of its
Registrable Securities effected by means of an underwritten offering.
The registration statement filed pursuant to the request of the
Initiating Holders may, subject to the provisions of Section 1.2(b) below,
include other securities of the Company for its own account or which are held by
officers or directors of the Company or persons or entities who, by virtue of
agreements with the Company, are entitled to include their securities in any
such registration (the "Other Shareholders").
(b) UNDERWRITING. If the Initiating Holders desire to distribute the
Registrable Securities covered by such request by means of an underwriting, they
shall so advise the Company as a part of such request made pursuant to Section
1.2(a). If the Company approves of such request, it shall select an investment
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banking firm as underwriter of such requested registration. The right of any
Holder to registration pursuant to this Section 1.2 shall be conditioned upon
such Holder's participation in such underwriting and the inclusion of such
Holder's Registrable Securities in the underwriting to the extent provided
herein.
If officers or directors of the Company holding other securities of
the Company shall request inclusion in any registration pursuant to this
Section 1.2, or if Other Shareholders request such inclusion, the Holders shall
offer to include the securities of such officers, directors and Other
Shareholders in the underwriting and may condition such offer upon their
participation in the underwriting and on their acceptance of the further
applicable provisions of this Section 1.
The Holders shall (together with the Company, officers, directors and
Other Shareholders proposing to distribute their securities through such
underwriting) enter into an underwriting agreement in customary form with the
representative of the underwriter or underwriters selected for such underwriting
by the Company as provided above, but the Company shall not be required to pay
any commission to the underwriter in respect of the sale of Registrable
Securities. Subject to the rights of the Prior Holders contained in the Prior
Registration Rights Agreements, notwithstanding any other provision of this
Section 1.2, if the representative of the underwriters determines that marketing
factors require a limitation on the number of shares to be underwritten, the
securities of the Company held by officers or directors of the Company and the
securities held by Other Shareholders shall be excluded from the underwriting by
reason of the underwriters' marketing limitation to the extent so required by
such limitation. If a further limitation is required, the Company shall so
advise all Holders requesting inclusion in such offering, and, subject to the
rights of the Prior Holders contained in the Prior Registration Rights
Agreements, the number of shares of Registrable Securities that may be included
in the registration and underwriting shall be allocated among all Holders
requesting inclusion in proportion, as nearly as practicable, to the respective
amounts of Registrable Securities held (or entitled to be held upon conversion)
by each such Holder at the time of filing the registration statement. No
Registrable Securities or any other securities excluded from the underwriting by
reason of the underwriter's marketing limitation shall be included in such
registration. If any Holder, officer, director or Other Shareholder who has
requested inclusion in such registration as provided above disapproves of the
terms of the underwriting, such person may elect to withdraw therefrom by
written notice to the Company, the underwriter and the Initiating
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Holders. The securities so withdrawn shall also be withdrawn from registration;
PROVIDED, HOWEVER, that, if by the withdrawal of such Registrable Securities a
greater number of Registrable Securities held by other Holders may be included
in such registration (up to a maximum of any limitation imposed by the
underwriters), then the Company shall offer to all Holders who have included
Registrable Securities in the registration the right to include additional
Registrable Securities in the same proportion used in determining the
underwriter limitation in this Section 1.2(b). If the representative of the
underwriters has not limited the number of Registrable Securities, the Company
may include its securities for its own account in such registration if the
underwriter so agrees and if the number of Registrable Securities which would
otherwise have been included in such registration and underwriting will not
thereby be limited.
(c) ASSIGNMENT. The registration rights granted pursuant to this
Section 1.2 may be assigned, in whole but not in part, to any transferee of all
of the Registrable Securities held by the transferring Holder.
1.3 COMPANY REGISTRATION
(a) INCLUSION IN REGISTRATION. If, after one year following the UAG
IPO, the Company shall determine to register any of its shares of Common Stock
on a form (other than for the registration of securities to be offered and sold
by the Company on any registration form which does not permit secondary sales or
pursuant to (i) an employee benefit plan, (ii) a dividend or interest
reinvestment plan, (iii) other similar plans or (iv) reclassifications of
securities, mergers, consolidations and acquisitions of assets) which would
permit the registration of any Registrable Securities, or the Company shall be
requested to register any of its shares of Common Stock by any holder of any
securities entitled to registration upon such request (other than the Holders or
their nominees), the Company will:
(i) promptly give to the Holders written notice thereof (which
shall include a list of the jurisdictions, if any, in which the
Company intends to qualify such shares of Common Stock under the
applicable blue sky or other state securities laws); and
(ii) include in such registration (and any related qualification
under blue sky laws or other compliance), and in any underwriting
involved therein, all the Registrable Securities specified in a
written request or requests made by each of the Holders, within
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fifteen (15) days after receipt of the written notice from the Company
described in clause (i) above; PROVIDED, HOWEVER, that if the offering
is underwritten and relates only to shares of Common Stock to be sold
by the Company and the Holders are advised in writing by the managing
underwriter that the sale of Registrable Securities by the Holders
will, due to market conditions, adversely affect such underwriting,
the Holders shall not sell any of their Registrable Securities
included therein until such time as the managing underwriter may
permit.
The Company shall be under no obligation to complete any offering of the shares
of Common Stock it proposes to make and shall incur no liability to any Holder
for its failure to do so.
(b) UNDERWRITING. If the registration of which the Company gives
notice is for a registered public offering involving an underwriting, the
Company shall so advise the Holders as a part of the written notice given
pursuant to Section 1.3(a). In such event the right of the Holders to
registration pursuant to the Section 1.3 shall be conditioned upon the Holders'
participation in such underwriting and the inclusion of the Holders' Registrable
Securities in the underwriting to the extent provided herein. The Holders shall
(together with the Company, officers, directors and the Other Shareholders
distributing their shares of Common Stock through such underwriting) enter into
an underwriting agreement in customary form with the underwriter or underwriters
selected for underwriting by the Company and shall deliver all documents and
opinions required to be delivered thereunder in respect of their participation
as selling shareholders. Subject to the rights of the Prior Holders contained
in the Prior Registration Rights Agreements, notwithstanding any other provision
of this Section 1.3, if the representative of the underwriters determines that
marketing factors require a limitation on the number of shares of Common Stock
to be underwritten, then the Company shall include in the underwriting only that
number of shares, including Registrable Securities, which the representative
believes will not jeopardize the success of the offering (the shares so included
to be apportioned as follows: first, all shares which stockholders other than
the Holders and the Prior Holders seek to include in the offering shall be
excluded from the offering to the extent limitation on the number of shares
included in the underwriting is required, then the number of shares held by
Holders and the Prior Holders that may be included in the underwriting shall be
apportioned PRO RATA among the selling Holders and the Prior Holders according
to the total amount of Registrable Securities and shares entitled to be included
therein
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owned by each selling Holder and Prior Holder, respectively, or in such other
apportions as shall be mutually agreed to by such selling Holders and Prior
Holders). If any of the Holders or any officer, director or Other Shareholder
disapproves of the terms of any such underwriting, he may elect to withdraw
therefrom by written notice to the Company and the representative of the
underwriters. Any Registrable Securities or other securities excluded or
withdrawn from such underwriting shall be withdrawn from such registration. If
the registration of which the Company gives notice pursuant to Section 1.3(a)
hereof is a best efforts underwritten public offering on behalf of the Company,
any public sales of Registrable Securities of the Holders included therein shall
not commence until the earlier of: (i) ninety (90) days after the effective
date thereof, (ii) the completion of the sale of all shares of Common Stock
being sold for the account of the Company, or (iii) the receipt by the Company
of a letter from the representative of the underwriters advising that all or a
portion of the Registrable Securities of the Holders could be sold prior to the
dates set forth in the foregoing clauses (i) and (ii) without adversely
affecting the marketability or price of the shares offered by the Company.
(c) NUMBER; NO ASSIGNMENT. The Holders shall be entitled to have
their shares included in an unlimited number of registrations pursuant to this
Section 1.3. The registration rights granted pursuant to this Section 1.3 shall
not be assignable, whether in whole or in part.
1.4 EXPENSES OF REGISTRATION
Except as otherwise provided herein, in connection with a registration
pursuant to this Section 1, the Company shall pay all registration, filing and
qualification fees, accounting fees and printing expenses of the Company,
reasonable fees and disbursements of counsel for the Company and the reasonable
fees and expenses of one counsel for the selling Holders. All (i) underwriting
discounts and commissions, (ii) filing fees or other expenses directly and
solely resulting from the inclusion of the Holders' Registrable Securities in a
registration pursuant to Section 1.3 hereof, (iii) stock transfer taxes incurred
in respect of the Registrable Securities being sold, and (iv) legal and
accounting fees, expenses and disbursements of the Holders (except as set forth
above), shall be borne and paid ratably by the Holders of the Registrable
Securities included in any such registration.
1.5 REGISTRATION PROCEDURES
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In the case of each registration effected by the Company pursuant to
this Section 1, the Company shall:
(i) keep such registration effective for a period of one hundred
twenty (120) days or until each Holder has completed the distribution
described in the registration statement relating thereto, whichever first
occurs;
(ii) furnish each Holder copies of any Registration Statement and
each preliminary or final prospectus, or supplement or amendment required
to be prepared pursuant hereto, as any Holder may from time to time
reasonably request;
(iii) prepare and promptly file with the SEC and promptly notify each
Holder of the filing of any amendments or supplements to such Registration
Statement or prospectus as may be necessary to correct any statements or
omissions if, at any time when a prospectus relating to the Registrable
Securities is required to be delivered under the 1933 Act, any event with
respect to the Company shall have occurred as a result of which any such
prospectus or any other prospectus as then in effect would include an
untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements made, in the light of the
circumstances under which they were made, not misleading; and use its best
efforts to qualify as soon as reasonably practicable the Registrable
Securities included in the Registration Statement for sale under the
securities or blue-sky laws of such states and jurisdictions within the
United States as shall be reasonably requested by any Holder, provided that
the Company shall not be required in connection therewith or as a condition
thereto to qualify to do business, to become subject to taxation or to file
a consent to service of process generally in any of the aforesaid states or
jurisdictions; and
(iv) use its best efforts to qualify as soon as reasonably
practicable the Registrable Securities included in the Registration
Statement for sale under the securities or blue-sky laws of such states and
jurisdictions within the United States as shall be reasonably requested by
any Holder, provided that the Company shall not be required in connection
therewith or as a condition thereto to qualify to do business, to become
subject to taxation or to file a consent to service of process generally in
any of the aforesaid states or jurisdictions.
1.6 DELAY OF REGISTRATION
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No Holder shall have any right to take any action to restrain, enjoin
or otherwise delay any registration as a result of any controversy that may
arise with respect to the interpretation or implementation of this Agreement.
1.7 INDEMNIFICATION
(a) The Company shall indemnify each Holder offering Registrable
Securities for sale pursuant to each registration that has been effected
pursuant to this Section 1 against all claims, losses, damages and liabilities
(or actions in respect thereof) arising out of or based on any untrue statement
of a material fact contained in any registration statement under which such
Registrable Securities were registered under the 1933 Act, or based on any
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and will reimburse each
such Holder for any legal or other expenses reasonably incurred in connection
with investigating or defending any such claim, loss, damage, liability or
action; PROVIDED, HOWEVER, that the Company shall pay for only one firm of
counsel for all such Holders and the Company shall not be liable to a Holder in
any such case (i) to the extent that any such claim, loss, damage, liability or
expense arises out of or is based on any untrue statement or omission based upon
information furnished to the Company by such Holder or the underwriter of any
such Holder and stated to be specifically for use therein or (ii) in the case of
a sale directly by a Holder of Registrable Securities (including a sale of such
Registrable Securities through any underwriter retained by such Holder engaging
in a distribution on behalf of such Holder), such untrue statement or omission
was contained in a preliminary prospectus and corrected in a final or amended
prospectus, and such Holder failed to deliver a copy of the final or amended
prospectus at or prior to the confirmation of the sale of the Registrable
Securities to the person or entity asserting any such loss, claim, damage or
liability.
(b) Each of the Holders shall, if Registrable Securities held by them
are included in the securities as to which such registration is being effected,
severally indemnify the Company, each of its directors and officers who sign
such registration statement, each Affiliate of the Company, each underwriter, if
any, of the Company's securities covered by such registration statement, each
other Holder and each other security holder whose securities are included in
such registration, and each Affiliate thereof against all claims, losses,
damages and liabilities (or actions in respect thereof) arising out of or based
on any untrue statement of a material fact contained in any such registration
statement under which such Registrable
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Securities were registered under the 1933 Act, or based on any omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, and will reimburse the Company, such
directors, officers, employees, Affiliates, other Holders or security holders or
underwriters for any legal or any other expenses reasonably incurred in
connection with investigating or defending any such claim, loss, damage,
liability or action, in each case to the extent, but only to the extent, that
such untrue statement or omission is made in such registration statement in
reliance upon and in conformity with information furnished to the Company by
such Holder and stated to be specifically for use therein.
(c) Each party entitled to indemnification under this Section 1 (the
"Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and any
claim or any litigation resulting therefrom. In case any action is brought
against an Indemnified Party, and it notifies the Indemnifying Parties of the
commencement thereof, the Indemnifying Party will be entitled to participate in
and, to the extent it so determines, assume the defense thereof; provided that
counsel for the Indemnifying Party, who shall conduct the defense of such claim
or any litigation resulting therefrom, shall be approved by the Indemnified
Party (whose approval shall not unreasonably be withheld), and the Indemnified
Party may participate in such defense at such party's expense. After notice
from the Indemnifying Party of its election to so assume the defense thereof,
the Indemnifying Party will not be liable to such Indemnified Party for any
legal or other expenses subsequently incurred by the Indemnified Party in
connection with the defense thereof. Each Indemnified Party shall furnish such
information regarding itself or the claim in question as an Indemnifying Party
may reasonably request and as shall be reasonably required in connection with
the defense of such claim and litigation resulting therefrom.
1.8 LOCKUP AGREEMENT
In consideration for the Company agreeing to its obligations under
this Section 1, each Holder agrees in connection with the initial registration
(other than for the registration of securities to be offered and sold by the
Company on any registration form which does not permit secondary sales or
pursuant to (i) an employee benefit plan, (ii) a dividend or interest
reinvestment plan, (iii) other similar plans or (iv) reclassifications of
securities, mergers, consolidations and acquisitions of assets) of the Company's
securities, upon the
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request of the Company's underwriters managing any underwritten offering of the
Company's securities, not to sell, make any short sale of, loan, grant any
option for the purchase of, or otherwise dispose of any Registrable Securities
without the prior written consent of the Company or such underwriters, as the
case may be, for such period of time from the effective date of such
registration as the Company or the underwriters may specify.
1.9 INFORMATION ABOUT THE PURCHASERS
Each Holder shall promptly furnish to the Company such information
regarding itself, its Affiliates or subsidiaries and the distribution proposed
by it as the Company may reasonably request in writing and as shall be
reasonably required in connection with any registration referred to in this
Section 1.
1.10 CONDITIONS TO REGISTRATION
As a condition to the Company's obligation hereunder to cause a
registration statement to be filed or Registrable Securities to be included in a
registration statement, each Holder shall provide such information and execute
such documents as may reasonably be required in connection with such
registration. In addition, the Company shall not be obligated to file a
registration statement or to include Registrable Securities in a registration
statement hereunder as to any Holder, (i) if the Company shall have received
opinions of counsel reasonably satisfactory to such Holder and the Company to
the effect that the proposed disposition of such Registrable Securities by such
Holder may be effected without registration under the 1933 Act or (ii) to the
extent such Registrable Securities can then be sold during a single three month
period pursuant to Rule 144 under the 1933 Act.
1.11 RULE 144
With a view to making available the benefits of certain rules and
regulations of the SEC which may permit the sale of the restricted securities to
the public without registration, the Company agrees to (a) make and keep public
information available as those terms are understood and defined in Rule 144
under the 1933 Act at all times from and after ninety (90) days following the
closing date of the first registration under the 1933 Act filed by the Company
for an offering of its securities to the general public, and (b) use its best
efforts to file with the SEC in a timely manner all reports and other documents
required of the Company under the Exchange Act at any time after it has become
subject to such reporting requirements.
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1.12 RIGHTS GRANTED TO VENTURE SHAREHOLDERS
Any person or entity deemed by the Company to be a Venture Shareholder
for purposes of this Agreement and to whom rights under this Agreement are
granted shall, as a condition to such grant, deliver to the Company a written
instrument by which such person or entity agrees to be bound by the obligations
imposed upon Holders under this Agreement to the same extent as if such person
or entity were a Holder under this Agreement.
SECTION 2. WAIVER OF PRIOR REGISTRATION RIGHTS AND AMENDMENT OF
PRIOR AGREEMENTS
The DiFeos and the DiFeo Entities hereby waive any and all
registration rights granted them under agreements entered into prior to the date
hereof, including without limitation the DiFeo Master Agreement, and further
agree that all such prior agreements are amended to delete in their entirety the
provisions concerning registration rights therein contained.
SECTION 3. ASSIGNABILITY
This Agreement shall be binding upon and inure to the benefit of the
respective heirs, personal representatives, successors and assigns of the
parties hereto.
SECTION 4. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with
the laws of the State of Delaware.
SECTION 5. AMENDMENT
Any modification, amendment or waiver of this Agreement or any
provision hereof shall be in writing and executed by Holders of not less than 66
2/3% of the Registrable Securities PROVIDED, HOWEVER, that no such modification,
amendment or waiver shall reduce the aforesaid percentage of Registrable
Securities without the consent of all of the Holders of the Registrable
Securities.
SECTION 6. LEGEND
Each certificate representing Registrable Securities shall state
therein:
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE
PROVISIONS OF A REGISTRATION RIGHTS AGREEMENT DATED AS OF AUGUST 1,
1995 BY AND AMONG UNITED AUTO
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GROUP, INC. (THE "COMPANY") AND CERTAIN STOCKHOLDERS OF THE COMPANY
NAMED THEREIN, A COPY OF WHICH IS ON FILE AT THE OFFICES OF THE
COMPANY.
SECTION 7. NOTICES
All notices, requests, consents and demands shall be in writing and
shall be personally delivered, mailed, postage prepaid, telecopied or
telegraphed or delivered by any nationally recognized overnight delivery service
to the company at:
to the Company:
United Auto Group, Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax number: (000) 000-0000
Attn: Xxxxxx X. Xxxxxxxx,
Executive Vice President and
General Counsel
and to each Holder at such address as shall be furnished in writing to the
Company. All such notices, requests, demands and other communication shall,
when mailed (registered or certified mail, return receipt requested, postage
prepared), personally delivered, or telegraphed, be effective four days after
deposit in the mails, when personally delivered, or when delivered to the
telegraph company, respectively, addressed as aforesaid, unless otherwise
provided herein and, when telecopied or delivered by any nationally recognized
overnight delivery service, shall be effective upon actual receipt.
SECTION 8. 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.
-14-
IN WITNESS WHEREOF, the Company and each of the undersigned parties
has executed this Agreement effective for all purposes as of the date first
above written.
UNITED AUTO GROUP, INC.
By: /s/Xxxx Xxxxxxxxxx
-------------------------------
Its: Chairman & CEO
-------------------------------
/s/Xxxxx Xxxxxxx
-----------------------------------
Xxxxx Xxxxxxx
/s/Xxxx Xxxxxxx
-----------------------------------
Xxxx Xxxxxxx
-----------------------------------
Xxxxxx X. XxXxx
-----------------------------------
Xxxxxx XxXxx
THE DIFEO ENTITIES:
FAIR CADILLAC-OLDSMOBILE CORP.
By:
-------------------------------
Its:
-------------------------------
-15-
FAIR CHEVROLET CORP.
By:
-------------------------------
Its:
-------------------------------
FAIR INFINITI, INC.
By:
-------------------------------
Its:
-------------------------------
DIFEO AUTO CENTER INC. (D/B/A)
DIFEO MAZDA)
By:
-------------------------------
Its:
-------------------------------
DIFEO LEASING CORPORATION
By:
-------------------------------
Its:
-------------------------------
SOMERSET MOTORS INC. (D/B/A)
DIFEO LEXUS)
By:
-------------------------------
Its:
-------------------------------
-00-
XXXXXXX XXXXXXXXXX INC. (D/B/A
DIFEO VOLKSWAGEN OF BRIDGEWATER)
By:
-------------------------------
Its:
-------------------------------
DIFEO B.M.W., INC.
By:
-------------------------------
Its:
-------------------------------
COUNTY AUTO GROUP, INC. (D/B/A
COUNTY TOYOTA)
By:
-------------------------------
Its:
-------------------------------
ROCKLAND MOTORS CORP. (D/B/A
ROCKLAND MITSUBISHI)
By:
-------------------------------
Its:
-------------------------------
DIFEO HYUNDAI INC.
By:
-------------------------------
Its:
-------------------------------
-17-
J & F OLDSMOBILE CORP.
By:
-------------------------------
Its:
-------------------------------
DIFEO SUBARU INC.
By:
-------------------------------
Its:
-------------------------------
DIFEO JEEP-EAGLE INC.
By:
-------------------------------
Its:
-------------------------------
DIFEO IMPORTS INC. (D/B/A
JERSEY CITY MITSUBISHI)
By:
-------------------------------
Its:
-------------------------------
-18-
DIFEO BUICK INC.
By:
-------------------------------
Its:
-------------------------------
FAIR IMPORTS CORP. (D/B/A FAIR
ACURA)
By:
-------------------------------
Its:
-------------------------------
FAIR HYUNDAI CORP.
By:
-------------------------------
Its:
-------------------------------
FAIR MOTORS CORP.
By:
-------------------------------
Its:
-------------------------------
DANBURY-MT. KISCO SATURN CORP.
(D/B/A SATURN OF DANBURY)
By:
-------------------------------
Its:
-------------------------------
-19-
XXXXXX TOYOTA INC.
By:
-------------------------------
Its:
-------------------------------
DIFEO VOLKSWAGEN INC.
By:
-------------------------------
Its:
-------------------------------
NORTH JERSEY MANHATTAN SATURN CORP.
By:
-------------------------------
Its:
-------------------------------
JS1, INC.
By:
-------------------------------
Its:
-------------------------------
JS2, INC.
By:
-------------------------------
Its:
-------------------------------
-20-
JS4, INC.
By:
-------------------------------
Its:
-------------------------------
-21-
SCHEDULE I
Schedule of Registrable
SECURITIES
Number of Shares of
Common Stock Held and
Holder Type of security
------ ----------------------
Xxxxx Xxxxxxx (to be determined)
Xxxx Xxxxxxx (to be determined)
Xxxxxx X. XxXxx (to be determined)
Xxxxxx XxXxx (to be determined)
Pursuant to Section 1.12 of the Registration Rights Agreement, dated as of
August 1, 1995, among United Auto Group, Inc. and each of the parties listed on
Schedule I thereto (the "Agreement"), the undersigned hereby agrees, as of
August 31, 1996, to become a party to the Agreement and to be subject to the
rights and obligations of Holders (as defined in the Agreement) under the
Agreement to the same extent as if the undersigned were a Holder under the
Agreement.
-----------------------
Xxxx X. Xxxxx
Accepted and agreed to
as of August 31, 1996:
UNITED AUTO GROUP, INC.
By:
----------------------
Name:
Title:
