0001299933-04-000642 Sample Contracts

SECOND AMENDED AND RESTATED SECURITY AGREEMENT
Security Agreement • September 10th, 2004 • United Auto Group Inc • Retail-auto dealers & gasoline stations • New York

THIS SECOND AMENDED AND RESTATED SECURITY AGREEMENT (this “Agreement”) dated as of September 8, 2004, is among UNITED AUTO GROUP, INC. (the “Company”); the other persons or entities which are listed on the signature pages hereof as debtors or which from time to time become parties hereto as debtors (collectively, including the Company, the “Debtors” and individually each a “Debtor”); and DAIMLERCHRYSLER SERVICES NORTH AMERICA LLC (“DCSNA”), in its capacity as agent for the Lenders referred to below (in such capacity, the “Agent”).

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SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 8, 2004 among UNITED AUTO GROUP, INC., VARIOUS FINANCIAL INSTITUTIONS and DAIMLERCHRYSLER SERVICES NORTH AMERICA LLC, as Agent
Credit Agreement • September 10th, 2004 • United Auto Group Inc • Retail-auto dealers & gasoline stations • New York

THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 8, 2004 (this “Agreement”) is entered into among UNITED AUTO GROUP, INC. (the “Company”), the financial institutions that are or may from time to time become parties hereto (together with their respective successors and assigns, the “Lenders”) and DAIMLERCHRYSLER SERVICES NORTH AMERICA LLC (in its individual capacity, “DCSNA”), as agent for the Lenders.

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