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EXHIBIT 10.1.19.5
FOURTH AMENDMENT
THIS FOURTH AMENDMENT dated as of July 31, 2000 (this "Amendment") is
to the Credit Agreement (as heretofore amended, the "Credit Agreement") dated as
of August 3, 1999 among UNITED AUTO GROUP, INC., a Delaware corporation (the
"Company"), various financial institutions (the "Lenders") and 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), Sections 9.6.1 and 9.6.2 of the
Credit Agreement shall be amended in their entireties to read as follows:
9.6.1 Ratio of Funded Debt to Stockholders' Equity. Not permit
the ratio of Funded Debt to Stockholders' Equity to be greater than (x)
2.5:1 at any time during the period from the Closing Date through
December 31, 2000 and (y) 2.75:1 at any time thereafter.
9.6.2 Ratio of Non-Floorplan Debt to Stockholders' Equity. Not
permit the ratio of Funded Debt (less Debt under Floor Plan Financings)
to Stockholders' Equity to be greater than 1.3:1 at any time.
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) 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, judgment or award which is binding on the Company or any of its
Subsidiaries or of any provision of the certificate of incorporation or bylaws
of the Company or of any agreement, indenture, instrument or other document
which is binding on the Company or any of its Subsidiaries; and (d) 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
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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 and (b) each of the following documents, each
in form and substance reasonably satisfactory to the Agent:
3.1 Reaffirmation. A Reaffirmation of Loan Documents in the form
attached hereto as 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 herein 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.
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 a 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/ James R. Davidson
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Title E V P
-----------------------------------
CHRYSLER FINANCIAL COMPANY, L.L.C., as
Agent and as a Lender
By
--------------------------------------
Title
-----------------------------------
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Delivered as of the day and year first above written.
UNITED AUTO GROUP, INC.
By
--------------------------------------
Title
-----------------------------------
CHRYSLER FINANCIAL COMPANY, L.L.C., as
Agent and as a Lender
By /s/ T.J. Madden
--------------------------------------
T.J. Madden
Title Vice President
-----------------------------------
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EXHIBIT A
REAFFIRMATION OF
LOAN DOCUMENTS
as of July 31, 2000
Chrysler Financial Company, L.L.C., as Agent
and the other parties
to the Credit Agreement
referred to below
RE: REAFFIRMATION OF LOAN DOCUMENTS
Ladies and Gentlemen:
Please refer to:
1. The Pledge Agreement dated as of October 8, 1999 (the
"Pledge Agreement") among United Auto Group, Inc. ("UAG"), various of
its subsidiaries and Chrysler Financial Company, L.L.C., in its
capacity as Agent (in such capacity, the "Agent");
2. The Guaranty dated as of October 8, 1999 (the "Guaranty")
executed in favor of the Agent and various other parties by all
subsidiaries of UAG; and
3. The Security Agreement dated as of October 8, 1999 (the
"Security Agreement") among UAG, its subsidiaries and the Agent.
The Guaranty, the Pledge Agreement, the Security Agreement and the
Credit Agreement referred to below are collectively referred to herein as the
"Loan Documents". Capitalized terms not otherwise defined herein will have the
meanings given in the Credit Agreement referred to below.
Each of the undersigned acknowledges that the Company, the Lenders and
the Agent have executed the Fourth Amendment (the "Amendment") to the Credit
Agreement dated as of August 3, 1999 (as heretofore amended, as so amended and
as the same may be further amended, supplemented or otherwise modified from time
to time, the "Credit Agreement").
Each of the undersigned hereby (i) consents and agrees to the
amendments to the Loan Documents to which such undersigned is a party contained
in the Amendment and (ii) confirms that each Loan Document to which such
undersigned is a party remains in full force and effect after giving effect to
the effectiveness of the Amendment and that, upon such effectiveness, all
references in such Loan Document to the "Credit Agreement" shall be references
to the Credit Agreement as amended by the Amendment.
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The letter agreement may be signed in counterparts and by the various
parties as herein 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.
DIFEO PARTNERSHIP HCT, INC.
DIFEO PARTNERSHIP SCT, INC.
DIFEO PARTNERSHIP RCT, INC.
DIFEO PARTNERSHIP RCM, INC.
DIFEO PARTNERSHIP VIII, INC.
DIFEO PARTNERSHIP IX, INC.
DIFEO PARTNERSHIP X, INC.
UAG HUDSON, INC.
SOMERSET MOTORS INC.
UAG NORTHEAST BODY SHOP, INC.
UAG NORTHEAST (NY), INC.
UNITED LANDERS, INC.
LANDERS AUTO SALES, INC.
LANDERS UNITED AUTO GROUP NO. 2, INC.
LANDERS UNITED AUTO GROUP, INC.
LANDERS UNITED AUTO GROUP NO. 3, INC.
LANDERS UNITED AUTO GROUP NO. 4, INC.
LANDERS UNITED AUTO GROUP NO. 6, INC.
LANDERS BUICK-PONTIAC, INC.
LANDERS FORD NORTH, INC.
UNITED AUTO GROUP, INC.
UAG ATLANTA, INC.
UAG DULUTH, INC.
UAG ATLANTA II, INC.
UNITED NISSAN, INC. (GA)
UNITED NISSAN, INC. (NV)
UNITED NISSAN, INC. (TN)
UAG ATLANTA III, INC.
PEACHTREE NISSAN, INC.
UAG ATLANTA IV, INC.
UAG ATLANTA IV MOTORS, INC.
UAG ATLANTA V, INC.
CONYERS NISSAN, INC.
UAG ATLANTA VI, INC.
UNITED JEEP CHRYSLER PLYMOUTH OF
STONE MOUNTAIN, INC.
UNITED MAZDA, INC.
UAG TENNESSEE, INC.
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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.
TRI-CITY LEASING, INC.
HT AUTOMOTIVE LTD.
UAG NEVADA, INC.
UAG TEXAS, INC.
UAG TEXAS II, INC.
UAG EAST, INC.
WESTBURY SUPERSTORE, LTD.
WESTBURY NISSAN LTD.
PALM AUTO PLAZA, INC.
FLORIDA CHRYSLER PLYMOUTH, INC.
WEST PALM NISSAN, INC.
WEST PALM INFINITI, INC.
NORTHLAKE AUTO FINISH, INC.
J & S AUTO REFINISHING, LTD.
J&S IMPORTS, INC.
WEST PALM AUTO MALL, INC.
AUTO MALL PAYROLL SERVICES, INC.
AUTO MALL STORAGE, INC.
AMITY AUTO PLAZA, LTD.
AMITY NISSAN OF MASSAPEQUA, LTD.
UAG CAROLINA, INC.
REED-LALLIER CHEVROLET, INC.
MICHAEL CHEVROLET-OLDSMOBILE, INC.
GENE REED CHEVROLET, INC.
UNITEDAUTO DODGE OF SHREVEPORT,
INC.
UAG MEMPHIS, INC.
COVINGTON PIKE DODGE, INC.
UAG GRACELAND, INC.
THE NEW GRACELAND DODGE, INC.
UAG GRACELAND II, INC.
UAG MEMPHIS II, INC.
UAG MEMPHIS III, INC.
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UAG MEMPHIS IV, INC.
UAG MEMPHIS V, INC.
UAG KNOXVILLE, INC.
UAG KNOXVILLE II, INC.
UAG-CARIBBEAN, INC.
UAG YOUNG, INC.
DAN YOUNG INC.
DAN YOUNG CHEVROLET INC.
YOUNG MANAGEMENT GROUP, INC.
PARKWAY CHEVROLET, INC.
UAG YOUNG II, INC.
UAG CENTURY MOTORS, INC.
UAG PARAMOUNT MOTORS, INC.
UAG KISSIMMEE MOTORS, INC.
UAG CITRUS, INC.
UAG CLASSIC, INC.
CLASSIC AUTO GROUP, INC.
CHERRY HILL CLASSIC CARS, INC.
CLASSIC OF CHERRY HILL, INC.
CLASSIC MANAGEMENT COMPANY, INC.
CLASSIC CHEVROLET, INC.
CLASSIC ENTERPRISE, INC.
CLASSIC AUTO GROUP HOLDINGS, INC.
CLASSIC IMPORTS, INC.
UNITEDAUTO ENTERPRISES, INC.
UNITED AUTOCARE, INC.
UNITED AUTOCARE PRODUCTS, INC.
UNITEDAUTO FOURTH FUNDING INC.
UNITEDAUTO FIFTH FUNDING INC.
AUTO LEASING CORPORATION
UAG FINANCE COMPANY, INC.
CLASSIC MOTOR SALES LLC
D. YOUNG CHEVROLET LLC
DAN YOUNG MOTORS LLC
DAN YOUNG TIPTON LLC
UAG YOUNG AUTOMOTIVE GROUP LLC
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UAG LANDERS, INC.
YOUNG AUTOMOTIVE HOLDINGS LLC
EUROPA AUTO IMPORTS, INC.
UAG LAKE NORMAN, LLC
UAG INDIANAPOLIS, LLC
MOTORCARS ACQUISITION, LLC
MOTORCARS ACQUISITION II, LLC
MOTORCARS ACQUISITION III, LLC
SCOTTSDALE FERRARI, LLC
By /s/ James R. Davidson
--------------------------------------
Title
-----------------------------------
DIFEO HYUNDAI PARTNERSHIP
DIFEO NISSAN PARTNERSHIP
DIFEO CHRYSLER PLYMOUTH JEEP EAGLE
PARTNERSHIP
DIFEO LEASING PARTNERSHIP
DIFEO CHEVROLET-GEO PARTNERSHIP
J&F OLDSMOBILE PARTNERSHIP
DANBURY AUTO PARTNERSHIP
FAIR HYUNDAI PARTNERSHIP
FAIR CHEVROLET-GEO PARTNERSHIP
DANBURY CHRYSLER PLYMOUTH
PARTNERSHIP
DIFEO TENAFLY PARTNERSHIP
By: DIFEO PARTNERSHIP, INC.
a general partner
By /s/ James R. Davidson
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Title
-----------------------------------
OCT PARTNERSHIP
By: DIFEO PARTNERSHIP VIII, INC.
a general partner
By /s/ James R. Davidson
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Title
-----------------------------------
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OCM PARTNERSHIP
By: DIFEO PARTNERSHIP IX, INC.
a general partner
By /s/ James R. Davidson
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Title
-----------------------------------
HUDSON MOTORS PARTNERSHIP
By: DIFEO PARTNERSHIP HCT, INC.
a general partner
By /s/ James R. Davidson
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Title
-----------------------------------
COUNTY AUTO GROUP PARTNERSHIP
By: DIFEO PARTNERSHIP RCT, INC.
a general partner
By /s/ James R. Davidson
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Title
-----------------------------------
SOMERSET MOTORS PARTNERSHIP
By: DIFEO PARTNERSHIP SCT, INC.
a general partner
By /s/ James R. Davidson
--------------------------------------
Title
-----------------------------------
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ROCKLAND MOTORS PARTNERSHIP
By: DIFEO PARTNERSHIP RCM, INC.
a general partner
By /s/ James R. Davidson
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Title
-----------------------------------
6725 AGENT PARTNERSHIP
By: SAU AUTOMOTIVE, LTD.
a general partner
By /s/ James R. Davidson
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Title
-----------------------------------
SHANNON AUTOMOTIVE, LTD.
By: UAG TEXAS, INC.
a general partner
By /s/ James R. Davidson
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Title
-----------------------------------
DAN YOUNG TIPTON, LLC
By: DAN YOUNG, INC.
Member
By /s/ James R. Davidson
--------------------------------------
Title
-----------------------------------
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YOUNG AUTOMOTIVE HOLDINGS, LLC
UAG YOUNG AUTOMOTIVE GROUP, LLC
D. YOUNG CHEVROLET, LLC
UAG OLDSMOBILE OF INDIANA, LLC
By: UAG YOUNG, INC.
Member
By /s/ James R. Davidson
--------------------------------------
Title
-----------------------------------
DAN YOUNG MOTORS LLC
By: DAN YOUNG CHEVROLET, INC.
Member
By /s/ James R. Davidson
--------------------------------------
Title
-----------------------------------
UAG CITRUS MOTORS, LLC
By: UAG CITRUS, INC.
Member
By /s/ James R. Davidson
--------------------------------------
Title
-----------------------------------
CLASSIC MOTOR SALES, LLC
CLASSIC ENTERPRISES, LLC
CLASSIC NISSAN OF TURNERSVILLE, LLC
By: UAG CLASSIC, INC.
Member
By /s/ James R. Davidson
--------------------------------------
Title
-----------------------------------
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LANDERS UNITED AUTO GROUP
NO. 5, INC.
BPT HOLDINGS, INC.
LANDERS FORD, INC
NATIONAL CITY FORD, INC.
CENTRAL FORD CENTER, INC.
PIONEER FORD SALES, INC.
By /s/ James R. Davidson
--------------------------------------
Title
-----------------------------------
ACKNOWLEDGED AND AGREED
as of the date first written above
CHRYSLER FINANCIAL COMPANY, L.L.C.,
as Agent
By:
---------------------------------
Title:
------------------------------
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LANDERS UNITED AUTO GROUP
NO. 5, INC.
BPT HOLDINGS, INC.
LANDERS FORD, INC
NATIONAL CITY FORD, INC.
CENTRAL FORD CENTER, INC.
PIONEER FORD SALES, INC.
By
--------------------------------------
Title
-----------------------------------
ACKNOWLEDGED AND AGREED
as of the date first written above
CHRYSLER FINANCIAL COMPANY, L.L.C.,
as Agent
By: /s/ T.J. Madden
---------------------------------
T.J. Madden
Title: Vice President
------------------------------
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