EXHIBIT 10.1.19.1
FOURTH AMENDMENT
THIS FOURTH AMENDMENT dated as of July 19, 2002 (this "Amendment") is
to the Amended and Restated Credit Agreement (as heretofore amended, the "Credit
Agreement") dated as of December 22, 2000 among UNITED AUTO GROUP, INC. (the
"Company"), various financial institutions (the "Lenders") and DAIMLERCHRYSLER
SERVICES NORTH AMERICA LLC (formerly Chrysler Financial Company L.L.C.), as
agent for the Lenders (the "Agent"). Unless otherwise defined herein, terms
defined in the Credit Agreement are used herein as defined in the Credit
Agreement.
WHEREAS, the parties hereto desire to amend the Credit Agreement in
certain respects;
NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the parties hereto agree as follows:
SECTION 1 AMENDMENTS. Effective on (and subject to the occurrence of)
the Amendment Effective Date (as defined below):
1.1 Section 9.10 of the Credit Agreement shall be amended by (deleting
the word "and" where it appears immediately in front of clause (d) of such
section and (ii) adding the following at the end thereof:"; and (e) the Company
and its Subsidiaries may enter into joint ventures permitted by Section 9.19
which joint ventures are engaged in businesses permitted by Section 9.18."
1.2 Section 9.19 of the Credit Agreement shall be amended by (x)
deleting all text in such Section immediately following the semi-colon at the
end of clause (k) thereof and (y) substituting the following therefor:
(l) Investments in an aggregate amount not to exceed $30,000,000
at any time outstanding in FRN of Tulsa, LLC, a limited liability
company; and
(m) such other Investments consented to by the Agent in its sole
discretion;
provided that (x) any Investment which when made complies with the
requirements of the definition of the term "Cash Equivalent Investment"
may continue to be held notwithstanding that such Investment if made
thereafter would not comply with such requirements; (y) no Investment
otherwise permitted by clause(b), (c), (g), (i), (j) or (l) shall be
permitted to be made if, immediately before or after giving effect
thereto, any Event of Default of Unmatured Event of Default exists; and
(z) other than expressly provided for in clause(j), no Foreign
Investment shall be permitted to be made after the Second Amendment
Effective Date (provided that any Foreign Investment made with the
proceeds of any offering of equity securities or Subordinated Debt of
the Company shall be permitted after the Second Amendment Effective
Date).
SECTION 2 REPRESENTATIONS AND WARRANTIES. The Company represents and
warrants to the Agent and the Lenders that (a) the representations and
warranties made in Section 8 of the Credit Agreement are true and correct on and
as of the Amendment Effective Date with the same effect as if made on and as of
the Amendment Effective Date (except to the extent relating solely to an earlier
date, in which case they were true and correct as of such earlier date);(b) no
Event of Default or Unmatured Event of Default exists or will result from the
execution of this Amendment;(c) no event or circumstance has occurred since the
Effective Date that has resulted, or would reasonably be expected to result, in
a Material Adverse Effect;(d) the execution and delivery by the Company of this
Amendment and the performance by the Company of its obligations under the Credit
Agreement as amended hereby (as so amended, the "Amended Credit Agreement")(i)
are within the corporate powers of the Company, (ii) have been duly authorized
by all necessary corporate action, (iii) have received all necessary approval
from any governmental authority and (iv) do not and will not contravene or
conflict with any provision of any law, rule or regulation or any order, decree,
judgement or award which is binding on the Company or any of its Subsidiaries or
of any provision of the certificate of incorporation or bylaws or other
organizational documents of the Company or of any agreement, indenture,
instrument or other document which is binding on the Company or any of its
Subsidiaries; and (e) the Amended Credit Agreement is the legal, valid and
binding obligation of the Company, enforceable against the Company in accordance
with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency or similar laws affecting the enforcement of creditors'
rights generally or by equitable principles relating to enforceability.
SECTION 3 EFFECTIVENESS. The amendments set forth in Section 1 above
shall become effective on such date (the "Amendment Effective Date") when the
Agent shall have received (a) a counterpart of this Amendment executed by the
Company and the Required Lenders (or, in the case of any party other than the
Company from which the Agent has not received a counterpart hereof, facsimile
confirmation of the execution of a counterpart hereof by such party) and (b)
each of the following documents, each in form and substance satisfactory to the
Agent:
3.1 Reaffirmation. A counterpart of the Reaffirmation of Loan
Documents, substantially in the form of Exhibit A, executed by each Loan Party
other than the Company.
3.2 Other Documents. Such other documents as the Agent or any Lender
may reasonably request.
SECTION 4 MISCELLANEOUS.
4.1 Continuing Effectiveness, etc. As hereby amended, the Credit
Agreement shall remain in full force and effect and is hereby ratified and
confirmed in all respects. After the Amendment Effective Date, all references
in the Credit Agreement, the Notes, each other Loan Document and any similar
document to the "Credit Agreement" or similar terms shall refer to the Amended
Credit Agreement.
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4.2 Counterparts. This Amendment may be executed in any number of
counterparts and by the different parties on separate counterparts, and each
such counterpart shall be deemed to be an original but all such counterparts
shall together constitute one and the same Amendment.
4.3 Expenses. The Company agrees to pay the reasonable costs and
expenses of the Agent (including reasonable fees and disbursements of counsel,
including, without duplication, the allocable costs of internal legal services
and all disbursements of internal legal counsel) in connection with the
preparation, execution and delivery of this Amendment.
4.4 Governing Law. This Amendment shall be contract made under and
governed by the laws of the State of New York applicable to contracts made and
to be wholly performed within the State of New York.
4.5 Successors and Assigns. This Amendment shall be binding upon the
Company, the Lenders and the Agent and their respective successors and assigns,
and shall inure to the benefit of the Company, the Lenders and the Agent and the
successors and assigns of the Lenders and the Agent.
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Delivered as of the day and year first above written.
UNITED AUTO GROUP, INC.
By: /s/ [sig]
----------------------------------
Title: EVP
-------------------------------
DAIMLERCHRYSLER SERVICES NORTH
AMERICA LLC, as Agent, as Issuing Lender and
as a Lender
By: /s/ [sig]
----------------------------------
Title:
-------------------------------
TOYOTA MOTOR CREDIT CORPORATION,
as a Lender
By: /s/ [sig]
----------------------------------
Title: Nat'l. Accts. Development Mgr.
-------------------------------
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EXHIBIT A
FORM OF REAFFIRMATION OF
LOAN DOCUMENTS
July , 2002
---
DaimlerChrysler Services North
America LLC, as Agent
and the Lenders party
to the Amended and Restated Credit Agreement
referred to below
00000 Xxxxxxxx Xxxx, 00xx Xxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxxx Xxxxx
RE: REAFFIRMATION OF LOAN DOCUMENTS
Ladies and Gentlemen:
Please refer to:
(a) The Amended and Restated Security Agreement dated as of December
23, 1999 (the "Security Agreement") among United Auto Group, Inc. (the
"Company"), its subsidiaries and Chrysler Financial Company L.L.C. in its
capacity as Agent (in such capacity, the "Agent");
(b) The Guaranty dated as of October 8, 1999 (the "Guaranty") executed
in favor of the Agent and various other parties by all subsidiaries of the
Company; and
(c) The Pledge Agreement dated as of October 8, 1999 (the "Pledge
Agreement") executed by the Company and certain of its subsidiaries.
Each of the undersigned acknowledges that the Company, the Lenders and
the Agent have executed the Fourth Amendment (the "Fourth Amendment") to the
Amended and Restated Credit Agreement dated as of December 22, 2000 (as
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"). Capitalized terms not otherwise defined herein have the meanings
given in the Credit Agreement.
DaimlerChrysler Services North
America LLC, as Agent
July 19, 2002
Each of the undersigned hereby confirms that the Security Agreement,
the Guaranty, the Pledge Agreement and each other Loan Document to which such
undersigned is a party remains in full force and effect after giving effect to
the effectiveness of the Fourth Amendment and that, upon such effectiveness,
all references in each Loan Document to the "Credit Agreement" shall be
references to the Credit Agreement, as amended by the Fourth Amendment.
This letter agreement may be signed in counterparts and by the various
parties on separate counterparts. This letter agreement shall be governed by
the laws of the State of New York applicable to contracts made and to be
performed entirely within such State.
UAG NORTHEAST, INC.
DIFEO PARTNERSHIP, INC.
UAG XXXXXX, INC.
SOMERSET MOTORS INC.
UAG NORTHEAST BODY SHOP, INC.
XXXXXXX AUTO SALES, INC.
XXXXXXX UNITED AUTO GROUP NO. 2, INC.
XXXXXXX UNITED AUTO GROUP NO. 6, INC.
XXXXXXX BUICK-PONTIAC, INC.
XXXXXXX FORD NORTH, INC.
UNITED AUTO GROUP, INC.
UAG SOUTHEAST, INC.
UAG DULUTH, INC.
UNITED NISSAN, INC. (GA)
UNITED NISSAN, INC. (NV)
UNITED NISSAN, INC. (TN)
PEACHTREE NISSAN, INC.
UAG WEST, INC.
SA AUTOMOTIVE, LTD.
SL AUTOMOTIVE, LTD.
SPA AUTOMOTIVE, LTD.
LRP, LTD.
SUN MOTORS, LTD.
SCOTTSDALE MANAGEMENT GROUP, LTD.
SAU AUTOMOTIVE, LTD.
SK MOTORS, LTD.
KMT/UAG, INC.
RELENTLESS PURSUIT ENTERPRISES, INC.
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TRI-CITY LEASING, INC.
HT AUTOMOTIVE LTD.
UAG TEXAS, INC.
UAG TEXAS II, INC.
UAG EAST, INC.
WESTBURY SUPERSTORE, LTD.
PALM AUTO PLAZA, INC.
FLORIDA CHRYSLER PLYMOUTH, INC.
WEST PALM NISSAN, INC.
WEST PALM INFINITI, INC.
NORTHLAKE AUTO FINISH, INC.
JS IMPORTS, INC.
WEST PALM AUTO MALL, INC.
AUTO MALL PAYROLL SERVICES, INC.
UAG CAROLINA, INC.
XXXX-XXXXXXX CHEVROLET, INC.
XXXXXXX CHEVROLET-OLDSMOBILE, INC.
XXXX XXXX CHEVROLET, INC.
UNITEDAUTO DODGE OF SHREVEPORT,
INC.
XXXXXXXXX PIKE DODGE, INC.
THE NEW GRACELAND DODGE, INC.
UAG GRACELAND II, INC.
UAG MEMPHIS II, INC.
UAG MEMPHIS IV, INC.
UAG MEMPHIS V, INC.
UAG-CARIBBEAN, INC.
XXX XXXXX CHEVROLET INC.
YOUNG MANAGEMENT GROUP, INC.
UAG YOUNG II, INC.
UAG PARAMOUNT MOTORS, INC.
UAG KISSIMMEE MOTORS, INC.
UAG CLASSIC, INC.
CLASSIC AUTO GROUP, INC.
UAG CHCC, INC.
CLASSIC MANAGEMENT COMPANY, INC.
UAG CHEVROLET, INC.
CLASSIC IMPORTS, INC.
UNITED AUTOCARE, INC.
UNITED AUTOCARE PRODUCTS, INC.
UNITEDAUTO FOURTH FUNDING INC.
UNITEDAUTO FIFTH FUNDING INC.
UAG FINANCE COMPANY, INC.
CLASSIC MOTOR SALES LLC
X. XXXXX CHEVROLET LLC
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XXX XXXXX MOTORS LLC
UAG YOUNG AUTOMOTIVE GROUP LLC
YOUNG AUTOMOTIVE HOLDINGS LLC
EUROPA AUTO IMPORTS, INC.
UAG LAKE XXXXXX, LLC
UAG INDIANAPOLIS, LLC
MOTORCARS ACQUISITION, LLC
MOTORCARS ACQUISITION II, LLC
MOTORCARS ACQUISITION III, LLC
SCOTTSDALE FERRARI, LLC
UAG OLDSMOBILE OF INDIANA, LLC
ATLANTIC AUTO FUNDING CORPORATION
ATLANTIC AUTO SECOND FUNDING
CORPORATION
ATLANTIC AUTO THIRD FUNDING
CORPORATION
XXXXXXX NORTH, LLC
XXXXXXX PONTIAC GMC, LLC
XXXXXXX SPRING BRANCH, LLC
PIONEER FORD WEST, LLC
UAG CERRITOS, LLC
UAG CONNECTICUT, LLC
UAG CONNECTICUT I, LLC
UAG FAIRFIELD CA, LLC
UAG FAIRFIELD CM, LLC
UAG FAIRFIELD CP, LLC
UAG FAIRFIELD CV, LLC
UAG HOUSTON ACQUISITION, LLC
UAG INTERNATIONAL HOLDINGS, INC.
UAG XXXXXXX SPRINGDALE, LLC
UAG MENTOR ACQUISITION, LLC
UAG MICHIGAN CADILLAC, LLC
UAG MICHIGAN PONTIAC-GMC, LLC
UAG ATLANTA IV MOTORS, INC.
UAG MICHIGAN TI, LLC
UAG MICHIGAN TMV, LLC
UAG PHOENIX VC, LLC
UAG REALTY, LLC
UAG STRING, LLC
UNITED AUTO FINANCE, INC.
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UNITED RANCH AUTOMOTIVE, LLC
XXXXX XXXXXX CHEVROLET - GEO, INC.
H.B.L. HOLDINGS, INC. (f/k/a H.B.L., Inc.)
MOTORCARS ACQUISITION IV, LLC
UAG NANUET I, LLC
UAG NANUET II, LLC
NISSAN OF NORTH OLMSTED, LLC
XXXXXXX NISSAN, LLC
UAG TULSA HOLDINGS, LLC
UAG FAYETTEVILLE I, LLC
UAG FAYETTEVILLE II, LLC
UAG FAYETTEVILLE III, LLC
CLASSIC TURNERSVILLE, INC.
GMG MOTORS, INC.
SCOTTSDALE JAGUAR, LTD.
UNITED AUTO LICENSING, LLC
LANTZCH-ANDREAS ENTERPRISES, INC.
UAG TURNERSVILLE REALTY, LLC
CJNS, LLC
UAG VK, LLC
KMPB, LLC
LMNS, LLC
UAG SPRING, LLC
UNITED RANCH AUTOMOTIVE, LLC
LATE ACQUISITION I, LLC
LATE ACQUISITION II, LLC
WTA MOTORS, LTD.
UAG MICHIGAN H1, LLC
By:
--------------------------
Title:
--------------------
DIFEO HYUNDAI PARTNERSHIP
DIFEO NISSAN PARTNERSHIP
DIFEO CHRYSLER PLYMOUTH JEEP EAGLE
PARTNERSHIP
DIFEO LEASING PARTNERSHIP
DANBURY AUTO PARTNERSHIP
DIFEO TENAFLY PARTNERSHIP
OCT PARTNERSHIP
XXXXXX MOTORS PARTNERSHIP
COUNTY AUTO GROUP PARTNERSHIP
SOMERSET MOTORS PARTNERSHIP
By: DIFEO PARTNERSHIP, INC.
a general partner
By:
----------------------------
Title:
----------------------
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XXXXXXX AUTOMOTIVE, LTD.
By: UAG TEXAS, INC.
a general partner
By:
------------------------------
Title:
-------------------------
UAG CITRUS MOTORS, LLC
By: UAG CITRUS, INC.
Member
By:
------------------------------
Title:
-------------------------
CLASSIC ENTERPRISES, LLC
CLASSIC NISSAN OF TURNERSVILLE, LLC
By: UAG CLASSIC, INC.
Member
By:
------------------------------
Title:
-------------------------
XXXXXXX FORD, INC
NATIONAL CITY FORD, INC.
CENTRAL FORD CENTER, INC.
PIONEER FORD SALES, INC.
By:
------------------------------
Title:
-------------------------
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ACKNOWLEDGED AND AGREED
as of the date first written above
DAIMLERCHRYSLER SERVICES NORTH
AMERICA, LLC, as Agent
By:
-------------------------
Title:
----------------------
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