REGISTRATION RIGHTS AGREEMENT
UNITED AUTO GROUP, INC.
PENSKE AUTOMOTIVE HOLDINGS CORP.
dated as of
December 22, 2000
REGISTRATION RIGHTS AGREEMENT, dated as of December 22, 2000 among United Auto Group, Inc.,
a Delaware corporation (the "Company") and Penske Automotive Holdings Corp. ("Penske"), a Delaware
The Company and Penske are entering into a Purchase Agreement (the "Purchase Agreement") pursuant to
which, Penske is purchasing shares of Common Stock par value 0.0001 per share, of the Company (the
If Penske, desires to sell shares of Common Stock, it may be desirable to register such shares under the
Securities Act (as defined below).
As part of, and as consideration for, the acquisition of shares of the Common Stock from the Company on the
date hereof and from time to time hereafter, the Company hereby grants to Penske certain registration and other
rights with respect to its shares of Common Stock.
Accordingly, the parties hereto agree as follows:
1. Definitions. As used herein, unless the context otherwise requires, the following terms have the following
"Certificate of Incorporation" means the Certificate of Incorporation of the Company, as it may be amended or
restated hereafter from time to time.
"Commission" means the Securities and Exchange Commission or any other Federal agency at the time
administering the Securities Act.
"Common Stock" means any shares of voting common stock, par value $0.0001 per share, of the Company,
now or hereafter authorized to be issued, and, any and all securities of any kind whatsoever of the Company
which may be issued on or after the date hereof in respect of, in exchange for, or upon conversion of shares of
Common Stock pursuant to a merger, consolidation, stock split, stock dividend, recapitalization of the Company
"Exchange Act" means the Securities Exchange Act of 1934, as amended, or any similar