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
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