Exhibit 20
Execution Copy
Young Purchase Agreement
PURCHASE AGREEMENT
by and among
PENSKE AUTOMOTIVE HOLDINGS CORP.
and
XXXXXXX X. XXXXX
XXXXX XXXXX XXXX
XXXXXXXX XXXXX XXXXXXX
XXXXXXXXX X. XXXX
XXXXX/XXXX IRREVOCABLE TRUST U/A DTD 12/28/93, XXXXX XXXX TRUSTEE
XXXXXXXXX X. XXXX TRUSTEE U/A DATED 12/27/93 YOUNG/XXXX IRREVOCABLE TRUST
YOUNG/XXXXXXX IRREVOCABLE TRUST U/A DTD 12/28/93 FBO XXXXXXX X. XXXXXXX,
XXXXXXXX X. XXXXXXX TRUSTEE
YOUNG/XXXXXXX IRREVOCABLE TRUST II U/A DTD 12/31/96 FBO XXXXXXX X. XXXXXXX,
XXXXXXXX X. XXXXXXX TRUSTEE
YOUNG/XXXXXXX IRREVOCABLE TRUST U/A DTD 12/28/93 FBO XXXX X. XXXXXXX,
XXXXXXXX X. XXXXXXX TRUSTEE
YOUNG/XXXXXXX IRREVOCABLE TRUST II U/A DTD 12/31/96 FBO XXXX X XXXXXXX,
XXXXXXXX X. XXXXXXX TRUSTEE
YOUNG/AVY IRREVOCABLE TRUST U/A DTD 12/28/93 FBO XXXX XXXXX,
XXXX X. XXXXX TRUSTEE
YOUNG/AVY IRREVOCABLE TRUST U/A DTD 12/28/93 FBO XXXXXXXX X. XXXXX,
XXXX X. XXXXX TRUSTEE
YOUNG/AVY IRREVOCABLE TRUST U/A DTD 12/28/93 FBO XXXXXX X. XXXXX,
XXXX X. XXXXX TRUSTEE
YOUNG/WAY IRREVOCABLE TRUST U/A DTD 12/28/93, XXXXXXX X. XXXXX TRUSTEE
dated as of
February 9, 2001
PURCHASE AGREEMENT
PURCHASE AGREEMENT dated as of February 9, 2001, by and among the persons
listed on the attached Schedule A (individually, a "Seller" and
collectively, the "Sellers"), and PENSKE AUTOMOTIVE HOLDINGS CORP., a
Delaware corporation (the "Purchaser").
RECITALS
WHEREAS, the Sellers collectively own 916,073 shares (the "Shares") of
Voting Common Stock (the "Common Stock"), par value $0.0001 per share of
United Auto Group, Inc., a Delaware corporation (the "Company");
WHEREAS, Purchaser desires to purchase and each of the Sellers desire to
sell to Purchaser all of the Shares at a purchase price equal to $10.00 per
share.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and obligations hereinafter set forth, for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties agree as follows:
ARTICLE I
SALE AND PURCHASE OF SECURITIES
1.1. The Purchase. At the Closing, subject to completion of all of the
Closing Actions, the Purchaser shall purchase (the "Purchase") from each
Seller, and each Seller shall sell to the Purchaser, that number of Shares
listed next to each Seller's name on the attached Schedule A at a purchase
price of $10.00 per Share and an aggregate purchase price of $9,160,730
(the "Purchase Price").
1.2. The Closing. The closing of the transactions contemplated by this
Agreement (the "Closing") shall take place in one or more series of closing
at the offices of Xxx Xxxxx Chevrolet, 0000 X. 00xx Xxxxxx, Xxxxxxxxxxxx,
XX 00000 on February 8, 2001 or on such other date as the Sellers and the
Purchaser may mutually determine (such date, the "Closing Date").
1.3. Actions at the Closing. On each Closing Date, the following
actions shall occur (the "Closing Actions"):
(a) Each Seller shall transfer the Shares being tender at such
Closing to the Purchaser, evidenced by stock certificates and stock powers
or other instruments reasonably requested by the Purchaser, free and clear
of Encumbrances (as hereinafter defined) thereon.
(b) The Purchaser shall pay the portion of the Purchase Price set
forth next to each Seller's name on Schedule A to each Seller by wire
transfer pursuant to instructions provided by each Seller for the shares
being tendered at such Closing.
ARTICLE II
SELLER REPRESENTATIONS & WARRANTIES
Each Seller, jointly and severally, represents and warrants to the
Purchaser as follows as of the date hereof and as of each Closing Date:
2.1. Organization and Good Standing; Power and Authority;
Qualifications. The Sellers that are organized as trusts are each duly
organized, validly existing and in good standing under the laws of Indiana
and have all requisite power and authority to own, lease and operate their
respective properties, to carry on their respective business as presently
conducted and as proposed to be conducted. Each Seller has all requisite
power and authority to enter into and carry out the transactions
contemplated by this Agreement.
2.2. Authorization of the Documents. The execution, delivery and
performance of this Agreement has been duly authorized by all requisite
action on the part of each Seller, and this Agreement constitutes a legal,
valid and binding obligation of each Seller, enforceable against each
Seller, in accordance with its terms.
2.3. No Conflict. The execution, delivery and performance by each
Seller of this Agreement and the consummation by each Seller of the
transactions contemplated hereby; and the sale and delivery by each Seller
of the Shares will not (a) violate any provision of law, statute, rule or
regulation, or any ruling, writ, injunction, order, judgment or decree of
any court, administrative agency or other governmental body applicable to
any Seller, the Shares or any of any Sellers other respective properties or
assets, (b) conflict with or result in any breach of any of the terms,
conditions or provisions of, or constitute (with due notice or lapse of
time, or both) a default (or give rise to any right of termination,
cancellation or acceleration) under any agreement of any Seller, or result
in the creation of any Encumbrance, upon any of the properties or assets of
any Seller, including the Shares or (c) violate the charter, the trust
agreement, or by-laws of any of the Sellers that are trusts or other
entities.
2.4. Consents. Except as would not prevent each Seller from
consummating the transactions contemplated hereby, no permit,
authorization, consent or approval of or by, or any notification of or
filing with any person (governmental or private) is required in connection
with the execution, delivery and performance by each Seller of this
Agreement or any documentation relating thereto, the consummation by each
Seller of the transactions contemplated hereby, or the sale or delivery of
the Shares.
2.5. Ownership. Each Seller is the lawful owner of the Shares listed
next to each Seller's name on the attached Schedule A, and each Seller has
good title to the Shares listed next to each Seller's name on the attached
Schedule A, free and clear of any and all mortgages, rights of first
refusal or first offer, security interests liens, mortgages, pledges,
charges and similar restrictions (collectively, "Encumbrances"), and upon
completion of the transaction contemplated by this Agreement, each Seller
will transfer to the Purchaser good and valid title to the Shares free and
clear of any Encumbrances.
2.6. Additional Purchases. Each Seller is aware and acknowledges that
the Purchaser and its affiliates has purchased shares of the Company's
Common Stock at a per share purchase price in excess of $10.00 per share
including purchases concurrent with the transactions contemplated by this
Agreement and that Purchaser or its affiliates may from time to time engage
in one or more transactions involving the purchase of some or all of the
Common Stock of the Company at a purchase price in excess of $10.00 per
share. No Seller by virtue of the completion of any such transaction or
transactions by Purchaser will be entitled to any additional consideration
of any kind in exchange for the sale and delivery by each or any Seller of
the Shares to Purchaser.
2.7. Brokers. No agent, broker, investment banker or other person or
entity acting on behalf of any Seller or under the authority of any Seller
is or will be entitled to any fee or commission directly or indirectly from
any party hereto in connection with any of the transactions contemplated
hereby.
ARTICLE III
PURCHASER REPRESENTATIONS & WARRANTIES
The Purchaser represents and warrants to each Seller as of the date hereof
and as of each Closing Date as follows:
3.1. Investment. The Purchaser is acquiring the Shares for its own
account, for investment and not with a view to the distribution thereof
within the meaning of the Securities Act of 1933, as amended (the
"Securities Act").
3.2. No Registration. The Purchaser understands that (i) the Shares
have not been registered under the Securities Act or any state securities
laws, (ii) the Shares may not be sold unless such disposition is registered
under the Securities Act and applicable state securities laws or is exempt
from registration and/or regulation thereunder as the case may be, and
(iii) the Shares may be further restricted by legends on the share
certificates.
3.3. Accredited Investor. The Purchaser is an "Accredited Investor"
(as defined in Rule 501(a) under the Securities Act).
3.4. Organization. The Purchaser is duly organized and validly
existing under the laws of the state of its organization and has all power
and authority to enter into and perform this Agreement. The Agreement has
been duly authorized by all necessary action on the part of the Purchaser.
The Agreement constitutes a valid and binding agreement of the Purchaser
enforceable against the Purchaser in accordance with its terms.
3.5. Authorization. The execution, delivery and performance of this
Agreement has been duly authorized by all requisite corporate action on the
part of the Purchaser, and each part of this Agreement constitutes a legal,
valid and binding obligation of the Purchaser, enforceable against the
Purchaser, in accordance with its terms.
3.6. No Conflict. The execution, delivery and performance by the
Purchaser of this Agreement and the consummation by the Purchaser of the
transactions contemplated hereby will not (a) violate any provision of law,
statute, rule or regulation, or any ruling, writ, injunction, order,
judgment or decree of any court, administrative agency or other
governmental body applicable to the Purchaser, or any of its properties or
assets, (b) conflict with or result in any breach of any of the terms,
conditions, or provisions of, or constitute (with due notice, lapse of time
or both) a default (or give rise to any right of termination, cancellation
or acceleration) under any agreement of the Purchaser or (c) violate the
Certificate of Incorporation or the bylaws of the Purchaser.
3.7. Consents. Except as would not prevent the Purchaser from
consummating the transaction contemplated hereby, no permit, authorization,
consent or approval of or by , or any notification of or filing with any
person (governmental or private) is required in connection with the
execution, delivery and performance by the Purchaser of this Agreement or
any documentation relating thereto, or the consummation by the Purchaser of
the transactions contemplated hereby.
3.8. Brokers. No agent, broker, investment banker or other person or
entity acting on behalf of the Purchaser or under the authority of the
Purchaser is or will be entitled to any fee or commission directly or
indirectly from any party hereto in connection with any of the transactions
contemplated hereby.
ARTICLE IV
MISCELLANEOUS
4.1. Notices. Except as otherwise provided in this Agreement, all
notices, requests, consents and other communications hereunder to any party
shall be deemed to be sufficient if contained in a written instrument
delivered in person or by telecopy (with confirmation promptly sent by
regular mail), nationally recognized overnight courier or first class
registered or certified mail, return receipt requested, postage prepaid,
addressed to such party at the address set forth below or such other
address as may hereafter be designated in writing by such party to the
other parties:
(i) if to any Seller, to:
c/o Xxxx Xxxxx
0000 X. 00xx Xxxxxx
Xxxxxxxxxxxx, XX 00000
(ii) if to the Purchaser, to:
Penske Automotive Holdings Corp.
00000 Xxxxx Xxxxx Xxxx
Xxxxxxx, Xxxxxxxx 00000-0000
Attention: General Counsel
All such notices, requests, consents and other communications shall be
deemed to have been given when received.
4.2. Amendments and Waivers. This Agreement may be amended, modified,
supplemented or waived only upon the written agreement of the party against
whom enforcement of such amendment, modification, supplement or waiver is
sought.
4.3. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of and be enforceable by the parties hereto and their
respective successors and the personal representatives and assigns of the
parties hereto, whether so expressed or not. Penske may freely assign the
right to purchase stock but not its obligations under this Agreement to any
wholly-owned subsidiary of Penske Corporation.
4.4. Entire Agreement. This Agreement (with the documents referred to
herein or delivered pursuant hereto) embodies the entire agreement and
understanding between the parties hereto and supersedes all prior
agreements and understandings relating to the subject matter hereof.
4.5. Governing Law. This Agreement shall be construed and enforced in
accordance with and governed by the laws of the State of Michigan without
giving effect (to the fullest extent permitted by law) to the conflicts of
law principles thereof which might result in the application of the laws of
any other jurisdiction.
4.6. 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. All signatures need not appear on any one
counterpart.
4.7. Severability. Any term or provision of this Agreement which is
invalid or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the remaining
terms and provisions of this Agreement or affecting the validity or
enforceability of any of the terms or provisions of this Agreement in any
other jurisdiction.
4.8. Further Assurances. Each party hereto shall do and perform or
cause to be done and performed all such further acts and things and shall
execute and deliver all such other agreements, certificates, instruments,
and documents as any other party hereto reasonably may request in order to
carry out the intent and accomplish the purposes of this Agreement and the
consummation of the transactions contemplated hereby.
4.9. Expenses. Each party to this Agreement shall bear its own cost
and expenses, including fees of consultant(s), accountant(s), counsel, and
other persons acting on behalf of or for such party.
4.10. Specific Performance. The parties hereto acknowledge that there
would be no adequate remedy at law if any party fails to perform any of its
obligations hereunder, and accordingly agree that each party, in addition
to any other remedy to which it might be entitled at law or in equity,
shall be entitled to injunctive relief, including specific performance, to
enforce such obligations without the posting of any bond, and, if any,
should be brought in equity to enforce any of the provisions of this
Agreement, none of the parties hereto shall raise the defense that there is
an adequate remedy at law.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.
SELLERS:
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XXXXXXX X. XXXXX
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XXXXX XXXXX XXXX
-------------------------------------------
XXXXXXXX XXXXX XXXXXXX
-------------------------------------------
XXXXXXXXX X. XXXX
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YOUNG/XXXX IRREVOCABLE TRUST U/A DTD 12/28/93
XXXXX X. XXXX TRUSTEE
-------------------------------------------
XXXXXXXXX X. XXXX TRUSTEE U/A DATED 12/27/93
YOUNG/XXXX IRREVOCABLE TRUST
-------------------------------------------
YOUNG/XXXXXXX IRREVOCABLE TRUST U/A DTD
12/28/93 FBO XXXXXXX X. XXXXXXX,
XXXXXXXX X. XXXXXXX TRUSTEE
-------------------------------------------
YOUNG/XXXXXXX IRREVOCABLE TRUST II U/A DTD
12/31/96 FBO XXXXXXX X. XXXXXXX,
XXXXXXXX X. XXXXXXX TRUSTEE
-------------------------------------------
YOUNG/XXXXXXX IRREVOCABLE TRUST U/A DTD
12/28/93 FBO XXXX X. XXXXXXX,
XXXXXXXX X. XXXXXXX TRUSTEE
-------------------------------------------
YOUNG/XXXXXXX IRREVOCABLE TRUST II U/A DTD
12/31/96 FBO XXXX X. XXXXXXX,
XXXXXXXX X. XXXXXXX TRUSTEE
-------------------------------------------
YOUNG/AVY IRREVOCABLE TRUST U/A DTD 12/28/93
FBO XXXX X. XXXXX, XXXX X. XXXXX
-------------------------------------------
YOUNG/AVY IRREVOCABLE TRUST U/A DTD 12/28/93
FBO XXXXXXXX X. XXXXX, XXXX X. XXXXX. TRUSTEE
-------------------------------------------
YOUNG/AVY IRREVOCABLE TRUST U/A DTD 12/28/93
FBO XXXXXX X. XXXXX, XXXX X. XXXXX TRUSTEE
-------------------------------------------
YOUNG/WAY IRREVOCABLE TRUST U/A DTD 12/28/93,
XXXXXXX X. XXXXX TRUSTEE
PURCHASER:
PENSKE AUTOMOTIVE HOLDINGS CORP.
By:
----------------------------------------
Name:
Title:
SCHEDULE A
----------
PORTION OF
NAME NUMBER OF SHARES PURCHASE PRICE
---- ---------------- --------------
Xxxxxxx X. Xxxxx 383,337 3,833,370
Xxxxx Xxxxx Xxxx 132,298 1,327,980
Xxxxxxxx Xxxxx Xxxxxxx 202,298 2,022,980
Xxxxxxxxx X. Xxxx 8,257 82,570
Young/Xxxx Irrevocable Trust u/a Dated 4,800 48,000
12/28/93, Xxxxx X. Xxxx Trustee
Xxxxxxxxx X. Xxxx Trustee U/A Dated 12/27/93 8,263 82,630
Young/Xxxx Irrevocable Trust
Young/Xxxxxxx Irrevocable Trust u/a Dated 21,463 214,630
12/28/93 fbo Xxxxxxx X. Xxxxxxx, Xxxxxxxx X.
Xxxxxxx Trustee
Young/Xxxxxxx Irrevocable Trust II u/a Dated 8,257 82,570
12/31/96 fbo Xxxxxxx X. Xxxxxxx, Xxxxxxxx X.
Xxxxxxx Trustee
Young/Xxxxxxx Irrevocable Trust u/a Dated 21,463 214,630
12/28/93 fbo Xxxx X. Xxxxxxx, Xxxxxxxx X.
Xxxxxxx Trustee
Young/Xxxxxxx Irrevocable Trust II u/a Dated 8,257 82,570
12/31/96 fbo Xxxx X. Xxxxxxx, Xxxxxxxx X.
Xxxxxxx Trustee
Young/AVY Irrevocable Trust u/a Dated 29,720 297,200
12/28/93 fbo Xxxx X. Xxxxx, Xxxx X. Xxxxx
Trustee
Young/AVY Irrevocable Trust u/a Dated 29,720 297,200
12/28/93 fbo Xxxxxxxx X. Xxxxx, Xxxx X. Xxxxx
Trustee
Young/AVY Irrevocable Trust u/a Dated 29,720 297,200
12/28/93 fbo Xxxxxx X. Xxxxx, Xxxx X. Xxxxx
Trustee
Young/WAY Irrevocable Trust u/a Dated 28,220 282,200
12/28/93, Xxxxxxx X. Xxxxx Trustee ------- -------
TOTAL 916,073 $9,160,730
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