EXHIBIT C
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STOCKHOLDERS' CONSENT AGREEMENT
This Stockholders' Consent Agreement (the "Agreement"), is made and entered into
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as of April 12, 1999, by and among Trace International Holdings, Inc., a
corporation organized under the laws of the State of Delaware ("Trace"), AIF II,
L.P. a limited partnership organized under the laws of the State of Delaware
("Apollo"), Aeneas Venture Corporation, a corporation organized under the laws
of the State of Massachusetts ("Harvard," and together with Trace and Apollo,
the "Stockholders"), and United Auto Group, Inc., a corporation organized under
the laws of the State of Delaware (the "Company").
WITNESSETH
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WHEREAS, each Stockholder owns common stock of the Company;
WHEREAS, the Company is party to that certain Stock Purchase Agreement
dated as of even date herewith (the "Stock Purchase Agreement") whereby a new
investor (the "Investor") will purchase certain new equity securities and
warrants of the Company (the "Investment");
WHEREAS, a condition the closing of the Investment is the execution by the
Stockholders of that certain Stockholders Agreement among the Stockholders and
the Investor (the "Stockholders Agreement");
WHEREAS, each Stockholder desires to cause the consummation of the
Investment.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained in this Agreement, each of the Stockholders
and the Company, intending to be legally bound, do hereby agree as follows:
1. Agreement to Execute. On the date of the "Initial Closing", as such
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term is defined in the Stock Purchase Agreement, each Stockholder shall execute
and deliver a counterpart to, and agrees to be bound thereafter by, the
Stockholders' Agreement. Each Stockholder agrees that any alterations to the
Stockholders' Agreement from the form included as Exhibit 5.2(a)(iv) of the
Stock Purchase Agreement shall not affect the obligation of such Stockholder to
execute and be bound by the Stockholders' Agreement, except any such alterations
that adversely affect the interests of the individual Stockholder made without
such Stockholder's consent.
2. Equitable Remedies. Each Stockholder agrees that legal damages for the
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breach hereof are insufficient, and expressly agrees to submit to equitable
remedies of such breach, including without limitation an order of specific
performance to enter into the Stockholders' Agreement.
3. Counterparts. This Agreement may be executed and delivered in several
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counterparts, all of which, taken together, shall constitute one Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly entered into as of the date first above written.
TRACE INTERNATIONAL HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Senior Vice President
AENEAS VENTURE CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Authorized Signatory
AIF II, L.P.
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Authorized Signatory
UNITED AUTO GROUP, INC.
By: /s/ Xxx X. Xx Xxx
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Name: Xxx X. Xx Xxx
Title: President and Chief Operating Officer
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