THIS EIGHTH AMENDMENT dated as of March 25, 2004 (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
Comerica Cash Collateral — means cash collateral provided to Comerica Bank, N.A. in an
aggregate amount up to $4,138,620 in support of certain letters of credit issued by Comerica Bank, N.A.
in favor of Universal Underwriters and Ace American Insurance (the “Comerica Letters of Credit”).
Comerica Letters of Credit — see the definition of “Comerica Cash Collateral”.
1.2 Section 9.8 of the Credit Agreement shall be amended by (x) deleting all text in such Section immediately
following the semi-colon at the end of clause (j) thereof and (y) substituting the following therefor:
“(k) Liens securing Debt permitted by Section 9.7(l), provided that such Liens are limited to assets of
the U.K. Subsidiary and its Subsidiaries; and
(l) Liens arising in connection with the Comerica Cash Collateral so long as the Comerica Letters of