Exhibit 17
Amendment No. 1 to the Stockholders Agreement
---------------------------------------------
Amendment No.1 to the Stockholders Agreement (the "Amendment") dated
as of December 14, 2000 by and among AIF II, L.P., a Delaware limited
partnership ("Apollo"), Aeneas Venture Corporation, a Delaware corporation
("Harvard"), International Motor Cars Group I, L.L.C. ("PCP I"),
International Motor Cars Group II, L.L.C. ("PCP II" and together with PCP
I, the "PCP Entities" and, together with Apollo and Harvard, the
"Restricted Stockholders"), and United Auto Group, Inc. (the "Company").
All terms used herein and not otherwise defined herein shall have the
meanings assigned to them in the Stockholders Agreement (as defined below).
WHEREAS, the parties to the Amendment entered into a Stockholders
Agreement (the "Stockholders Agreement") dated May 3, 1999 with Trace
International Holdings, Inc. ("Trace"); and
WHEREAS, on July 21, 1999, Trace filed voluntary petitions for relief
under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy
Court for the Southern District of New York; and
WHEREAS, pursuant to the Stipulation of Settlement between the Bank of
Nova Scotia and John S. Pereira, in his capacity as the Chapter 7 Trustee
of Trace, entered as an Order by the U.S. Bankruptcy court for the Southern
District of New York on October 18, 2000, and which became final and
non-appealable on or about October 31, 2000, The Bank of Nova Scotia
("BNS") became the owner of all 3,999,110 shares of the Company's Common
Stock previously owned by Trace; and
WHEREAS, pursuant to Section 7.1 of the Stockholders Agreement, Trace
ceased to be a party upon the transfer of its shares to BNS; and
WHEREAS, Penske Corporation, an affiliate of the PCP Entities, desires
to enter into an agreement to purchase the shares of the Company's Common
Stock now held by BNS; and
WHEREAS, the PCP Entities, may now or in the future wish to increase
their Beneficial Ownership in the Company such that it will be in excess of
49%; and
WHEREAS, such an increase could not take place without the consent of
either the disinterested directors of the Company or the disinterested
shareholders of the Company pursuant to Article III of the Stockholders
Agreement; and
WHEREAS, the parties hereto desire to raise from 49% to 60% the level
of beneficial ownership of shares of the Company's Common Stock which may
be obtained by the PCP Entities, without any further action by any party to
the Stockholders Agreement.
WHEREAS, the parties hereto desire to extend the period of time for
which the Standstill Provisions are effective such that they expire three
years after the date of this Amendment.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. The first paragraph of Section 3.1 of the Stockholders Agreement
is hereby amended in its entirety to read:
Subject to Section 3.2, at any time prior to the third
anniversary of December 14, 2000 , each Restricted
Stockholder shall not, and shall cause its Affiliates not
to, either alone or as part of a "group" (as such term is
used in Section 13d-5 (as such rule is currently in
effect) of the Exchange Act), directly or indirectly:
2. Section 3.2(c) of the Stockholders Agreement is hereby amended in
its entirety to read:
(c) (i) in the case of the PCP Entities, the acquisition
of securities or of Beneficial Ownership of securities
if, after giving effect to such acquisition, the
Beneficial Ownership of the PCP Entities in the Company
is less than or equal to 60% and (ii) in the case of
Harvard and Apollo, the acquisition of securities or of
Beneficial Ownership of securities if, after giving
effect to such acquisition, the Beneficial Ownership of
such Restricted Stockholder in the Company is less than
or equal to 49%.
3. Section 3.2(d) of the Stockholders Agreement is hereby deleted in
its entirety
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
AIF II, L.P.
By: /s/ John J. Hannan
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Name: John J. Hannan
Title: Authorized Signatory
AENEAS VENTURE CORPORATION
By: /s/ Michael R. Eisenson
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Name: Michael R. Eisenson
Title: Authorized Signatory
INTERNATIONAL MOTOR CARS GROUP, I, L.L.C.
By: /s/ James A. Hislop
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Name: James A. Hislop
Title: Chairman
INTERNATIONAL MOTOR CARS GROUP, II, L.L.C.
By: /s/ James A. Hislop
---------------------------
Name: James A. Hislop
Title: Chairman
UNITED AUTO GROUP, INC.
By: /s/ Samuel X. DiFeo
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Name: Samuel X. DiFeo
Title: President
