UAG MENTOR ACQUISITION, LLC
This OPERATING AGREEMENT is entered into as of July 1, 2003 by and between
UNITED AUTO GROUP, INC. and YAG MENTOR INVESTORS, LLC.
The capitalized terms used in this Operating Agreement and the exhibits hereto shall have the following meanings
(unless otherwise expressly provided herein):
(a) "Affiliate" of a specified Person shall mean (i) a Person that directly or indirectly, through one or more
intermediaries, controls, or is controlled by, or is under common control with, the Person specified, (ii) any
officer, director, partner, member or legal representative of such specified Person, (iii) any Person for which such
specified Person acts as an officer, director, partner or member and (iv) in the case of a specified Person who is
a natural person, his or her spouse, descendants, parents, siblings, estate, any Affiliate of such person and any
trust for the benefit of his or her spouse, descendants, parents and/or siblings. For purposes of this definition,
neither YAG nor any Person by reason of controlling, being controlled by, or under common control with YAG,
shall in any event be an Affiliate of UAG.
(b) "Board of Directors" shall mean the "Board of Directors" as appointed and elected by the Members pursuant
to Section 5.1.6 and Section 5.2 hereof.
(c) "Capital Account" as of any given date shall mean the capital account maintained for each Member as
adjusted up to the date in question pursuant to Article 7.
(d) "Capital Contribution" shall mean any contribution to the capital of the Company in cash or property by a
Member whenever made.
(e) "Certificate of Formation" shall mean the Certificate of Formation of UAG Mentor Acquisition, LLC as filed
with the Secretary of State of Delaware, as the same may be amended from time to time.
(f) "Code" shall mean the Internal Revenue Code of 1986 or corresponding provisions of subsequent superseding
federal revenue laws.