THIS SECOND AMENDMENT dated as of February 8, 2002 (this "Amendment") is to the Amended and
Restated Credit Agreement (as heretofore amended, the "Credit Agreement") dated as of December 22, 2000
among UNITED AUTO GROUP, INC. (the "Company"), various financial institutions (the "Lenders") and
DAIMLERCHRYSLER SERVICES NORTH AMERICA LLC (formerly 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):
1.1 The following definitions shall be added to Section 1.1 of the Credit Agreement, each in its appropriate
DCSNA means DaimlerChrysler Services North America LLC.
Second Amendment Effective Date means the "Amendment Effective Date" under and as defined in the Second
Amendment to this Agreement dated as of February 8, 2002.
U.K. Acquisition means the acquisition by the U.K. Subsidiary of not less than 75% of the shares of the U.K.
Target in accordance with the U.K. Acquisition Offer.
U.K. Acquisition Offer means the offer made by Greenhill & Co. International LLP, as financial advisor to the
U.K. Subsidiary, on behalf of the U.K. Subsidiary, to acquire all of the U.K. Target's ordinary shares on the
terms and subject to the conditions set forth in the press release issued on or about the Second Amendment
Effective Date, announcing that such financial advisor, on behalf of the U.K. Subsidiary, will make an offer to
holders of the U.K. Target's ordinary shares on the terms and conditions set for