Exhibit 10.19.1.4
AMENDMENT TO AGREEMENT AND PLAN OF MERGER
This Amendment (the "Amendment") to Agreement and Plan of Merger (the
"Merger Agreement") is made and entered into this 31st day of January, 1998
between and among United Auto Group, Inc., a Delaware corporation, UAG
Kissimmee Motors, Inc., a Delaware corporation, UAG Paramount Motors, Inc., a
Delaware corporation, UAG Century Motors, Inc., a Delaware corporation,
Kissimmee Motors, Inc., an Indiana corporation, Paramount Chevrolet Geo, Inc.,
an Indiana corporation, Century Chevrolet Geo, Inc., an Indiana corporation,
▇▇▇▇ ▇. ▇▇▇▇▇, an individual resident of the state of Indiana, ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇, an individual resident of the state of Indiana, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, an
individual resident of the state of Indiana, ▇▇▇▇▇ ▇. ▇▇▇▇, an individual
resident of the state of Indiana, Young/AVY II Irrevocable Trust u/a dated
12/31/96 fbo ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇/AVY II Irrevocable Trust u/a dated 12/31/96
fbo ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Young/AVY II Irrevocable Trust u/a dated 12/31/96 fbo
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇/Way II Irrevocable Trust u/a dated 12/31/96,
Young/Taggart II Irrevocable Trust u/a dated 12/31/96 fbo ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
▇▇▇▇▇/▇▇▇▇▇▇▇ ▇▇ Irrevocable Trust u/a dated 12/31/96 fbo ▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
Young/▇▇▇▇ II Irrevocable Trust u/a dated 12/31/96, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Irrevocable GRAT Trust u/a dated 3/1/97, and ▇▇▇ ▇. ▇▇▇▇▇ Irrevocable GRAT
Trust u/a dated 3/1/97.
W I T N E S S E T H:
WHEREAS, the parties hereto have entered into that certain Agreement and
Plan of Merger dated as of September 25, 1997 (the "Merger Agreement");
WHEREAS, the parties hereto desire to amend the terms of the Agreement
as set forth herein;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. All capitalized terms used herein and not otherwise defined shall have
the meanings ascribed to them in the Agreement.
2. At the Closing, (i) certificates representing the Kissimmee Shares,
together with irrevocable stock powers relating thereto, (ii) certificates for
UAG Shares issued to the Stockholders as set forth on Exhibit A hereto (the
"Merger Shares"), and (iii) the Merger Certificates in respect of the Merger of
Kissimmee Toyota with and into UAG Kissimmee (the "Kissimmee Merger
Certificates") shall be delivered to Bose, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, as escrow agent
(the "Escrow Agent") pursuant to the terms of an escrow agreement to be agreed
to by the parties. The Escrow Agent shall hold the Merger Shares as agent for
the Kissimmee Stockholders in order to perfect a security interest therein
hereby granted by UAG Kissimmee and UAG as security for the performance of UAG
Kissimmee's obligations under Section 4 of this Agreement.
3. The Escrow Agent shall hold the Kissimmee Shares, the Merger Shares,
and the Kissimmee Merger Certificates until the earlier of (a) the date that
UAG Kissimmee notifies the Escrow Agent in writing that Toyota Motor Sales,
Inc. ("Toyota") has consented to the transactions contemplated by the Merger
Agreement (the "Approval Notice") or (b) the date that UAG Kissimmee notifies
the Escrow Agent in writing to complete the Merger of Kissimmee Toyota with and
into UAG Kissimmee (the "Closing Notice"), at which time the Escrow Agent shall
(i) file the Kissimmee Merger Certificates with the appropriate offices, (ii)
deliver to the Stockholders of Kissimmee Toyota (the "Kissimmee Stockholders")
the Merger Shares and (iii) deliver to UAG Kissimmee the
Kissimmee Shares together with the stock powers relating thereto. The date on
which the Escrow Agent makes the deliveries set forth in the preceding sentence
shall be the "Kissimmee Closing Date."
4. If the Escrow Agent does not receive the Closing Notice or the
Approval Notice on or before December 15, 1998, then on December 16, 1998, UAG
Kissimmee shall deliver to the Escrow Agent cash in the amount of Fourteen
Million Three Hundred Three Thousand Five Hundred Sixty-Two and 46/100ths
($14,303,562.46) ("Purchase Funds"). Upon receipt of the Purchase Funds, the
Escrow Agent shall (i) deliver to the Kissimmee Stockholders the Purchase
Funds, and (ii) destroy the Kissimmee Merger Certificates. Upon delivery of the
Purchase Funds to the Kissimmee Stockholders, the Escrow Agent shall deliver
the Kissimmee Shares together with the stock powers related thereto and the
Merger Shares to UAG Kissimmee. If the Escrow Agent does not receive the
Closing Notice or the Approved Notice on or before December 15, 1998, and UAG
does not deliver the Purchase Funds to the Escrow Agent within three (3)
Business Days of December 15, 1998, then, at the Kissimmee Stockholders' option
(which option must be unanimously exercised), the Kissimmee Stockholders may
direct the Escrow Agent to (i) deliver the Merger Shares to UAG Kissimmee; (ii)
deliver the Kissimmee Shares together with the stock powers relating thereto to
the Kissimmee Stockholders and (iii) destroy the Kissimmee Merger Certificates.
If the Kissimmee Stockholders do not exercise such option, the Kissimmee
Stockholders shall be entitled to pursue all other remedies available under the
Merger Agreement as hereby amended or otherwise available at law or in equity
in connection with UAG Kissimmee's failure to deliver the Purchase Funds.
5. From the date hereof until the earlier of December 16, 1998 or the
Kissimmee Closing Date, the Kissimmee Stockholders shall not affirmatively take
any action to terminate Kissimmee Toyota's Subchapter S status and, immediately
prior to the Kissimmee Closing Date or the delivery of the Purchase Funds,
Kissimmee Toyota shall distribute a dividend to the Kissimmee Stockholders
equal to the greater of the (i) cash from profits before federal, state and
local income Taxes, as adjusted for non-cash items in the calculation of such
profits, from the date hereof through the date of such dividend (but in no
event greater than the amount of such profits) or (ii) cash equal to the amount
of Taxes incurred by the Kissimmee Stockholders as a result of the operations
of Kissimmee Toyota from the date hereof through the date of such dividend.
6. Section 1.12 of the Merger Agreement is hereby amended by deleting the
section in its entirety therefrom and substituting therefor the following:
"1.12 Stock Price Adjustment
If, on any Adjustment Date, the UAG Market Value as of such
Adjustment Date is less than Twenty-Five and 9605/10,000 Dollars
($25.9605) (the amount of any such deficiency as of an Adjustment Date
being referred to herein as the "Stock Price Deficiency"), then no later
than ten (10) Business Days thereafter and as additional consideration
for the stock of the Companies, UAG shall pay to each Stockholder (the
"Stock Price Guaranty Payment") an amount equal to the number of the
Stockholder's Initial Transition UAG Shares for such Adjustment Date,
multiplied by the Stock Price Deficiency as of such Adjustment Date (the
"Deficiency Amount"). Each Stock Price Guaranty Payment shall include
(but not be increased by) interest at the Applicable Federal Rate in
accordance with Section 1274(d) of the Code. UAG may, in the exercise of
its sole discretion, make any Stock Price
2
Guaranty Payment in cash, UAG Common Stock having an aggregate UAG Market
Value on the Adjustment Date equal to the Deficiency Amount, or a
combination of cash or shares of such UAG Common Stock; provided,
however, that the aggregate cash paid to the Stockholders in connection
with any one of the tax-free reorganizations under this Agreement may not
at any time exceed the amount of cash permitted to be received under
federal tax law without causing such reorganization to fail to qualify as
a tax-free reorganization. Any shares of UAG Common Stock issued in
respect of the payment of any Stock Price Guaranty Payment or Secondary
Stock Price Guaranty Payment (as defined below) are hereinafter referred
to as "Additional Shares".
If, on any Adjustment Date, the UAG Market Value as of such
Adjustment Date is less than the UAG Market Value on the date that any
Additional Shares were issued, then with respect to any such Additional
Shares that are Secondary Transition UAG Shares as of such date, no later
than ten (10) Business Days thereafter and as additional consideration
for the stock of the Companies, UAG shall pay to each Stockholder (the
"Secondary Stock Price Guaranty Payment") an amount equal to the number
of the Stockholder's Secondary Transition UAG Shares for such Adjustment
Date multiplied by the Secondary Stock Price Deficiency (as defined
below) with respect to each such share (the "Secondary Deficiency
Amount"). Secondary Stock Price Deficiency for each Additional Share that
is a Secondary Transition UAG Share as of an Adjustment Date shall mean
the amount, if any, by which the UAG Market Value for such share as of
such Adjustment Date is less than the UAG Market Value on the date such
share was issued. Each Secondary Stock Price Guaranty Payment shall
include (but not be increased by) interest at the Applicable Federal Rate
in accordance with Section 1274(d) of the Code. UAG may, in the exercise
of its sole discretion, make any Secondary Stock Price Guaranty Payment
in cash, UAG Common Stock having an aggregate UAG Market Value on the
Adjustment Date equal to the aggregate Secondary Deficiency Amount, or a
combination of cash or shares of such UAG Common Stock, subject, however,
to the proviso in the foregoing paragraph. The intent of the foregoing
provisions is to guaranty to the Stockholders that the UAG Market Value
of any Additional Share issued to such Stockholder shall be no less than
the UAG Market Value of such share on the date such share becomes an
Unrestricted UAG Share.
For purposes of this Agreement, the following terms shall have the meanings
defined below:
(i) "Adjustment Date" with respect to any Stockholder shall
mean each date on which any UAG Shares of the Stockholder (with UAG
Shares for purposes of this Section 1.12 to include any Additional
Shares issued in payment of all or any portion of any Deficiency
Amount or Secondary Deficiency Amount) first become Unrestricted
UAG Shares;
(ii) "Initial Transition UAG Shares" with respect to any
Stockholder shall mean as of any Adjustment Date the portion of the
Stockholder's UAG Shares (not including any Additional Shares) that
first become Unrestricted UAG Shares on such Adjustment Date;
(iii) "Secondary Transition UAG Shares" with respect to any
Stockholder shall mean as of any Adjustment Date the portion of the
3
Stockholder's Additional Shares that first become Unrestricted UAG
Shares; and
(iv) "Unrestricted UAG Shares" with respect to any
Stockholder shall mean as of any date (A) the portion, if any, of
such Stockholder's UAG Shares that have been registered on or
before such date pursuant to the Registration Rights Agreement (as
defined in Section 1.14 hereof), plus (B) the portion, if any, of
such Stockholder's other UAG Shares that could have been or could
be sold by the Stockholder on or before such date pursuant to Rule
144 of the Securities and Exchange Commission, determined for
purposes of this clause (B) as if (1) the maximum number of such
Stockholder's other UAG Shares that could have been sold pursuant
to Rule 144 during the three (3) month period immediately preceding
such date (and all prior three (3) month periods) were in fact sold
on the first day of each such three (3) month period and (2) all of
such Stockholder's UAG Shares (other than those registered pursuant
to the Registration Rights Agreement or otherwise registered with
the consent of such Stockholder) are unregistered for purposes of
applying Rule 144.
The parties acknowledge that UAG may be required to make more than one
Stock Price Guaranty Payment or Secondary Stock Price Guaranty Payment to
a particular Stockholder pursuant to this Section 1.12 in the event that
all of the Stockholder's UAG Shares as of an Adjustment Date for the
Stockholder are not Unrestricted UAG Shares as of such Adjustment Date,
but that in no event shall UAG be required to make more than one payment
under this Section 1.12 with respect to each share of UAG Common Stock
issued pursuant to this Agreement. If the cash portion of any Stock Price
Guaranty Payment or Secondary Stock Price Guaranty Payment paid to any
Stockholder exceeds an amount equal to Five Dollars ($5) per UAG Share in
respect of which the Stock Price Guaranty Payment or Secondary Stock
Price Guaranty Payment is being made (the amount of any such excess cash
being referred to as the "Excess Amount"), then UAG will indemnify such
Stockholder for an amount equal to the sum of (i) the difference between
the amount of Taxes actually imposed on such Stockholder in respect of
such Excess Amount (determined as if the Excess Amount is the
Stockholder's marginal taxable income for the applicable tax year) minus
the Taxes that would be imposed on such Stockholder if the Excess Amount
were taxed at a twenty percent (20%) federal long-term capital gains
rate, plus (ii) the additional amount necessary to cover any Taxes
imposed on the Stockholder as a result of cash payments received pursuant
to this sentence, including for this purpose payments received pursuant
to this clause (ii). UAG covenants and agrees that the subsidiary
ownership structure through which UAG will acquire indirect ownership of
the Companies will not be altered in a manner that would cause any of the
reorganizations contemplated by the Merger Agreement as hereby amended
not to qualify for tax-free treatment under federal income tax law.
Notwithstanding anything contained herein to the contrary, the right to
receive payments under this Section shall be assignable to and
enforceable by any holder of the UAG Shares provided that such holder has
received such shares in compliance with applicable law.
7. In the event that the acquisition of Kissimmee Toyota is treated as a
taxable
4
transaction rather than a tax-free reorganization under federal tax law, the
parties agree that such taxable transaction shall be separate from and have no
effect upon either of the other Mergers which the parties intend will
independently qualify as tax-free reorganizations.
8. Schedules 1.11, 2.11(a), 2.11(c), 2.11(d) and 2.11(e) delivered with
this Amendment are hereby substituted for the corresponding schedules
previously furnished to UAG for the Merger Agreement. Schedules 2.10(d) and
2.15 to the Merger Agreement are hereby supplemented by the Supplements to
Schedule 2.15 and Schedule 2.10(d) delivered herewith.
9. (a) UAG shall indemnify each Stockholder who holds Shares in Kissimmee
Toyota immediately prior to Closing, in the event the disposition of Kissimmee
Toyota as contemplated by the Merger Agreement and this Amendment is treated as
a taxable disposition rather than a tax-free reorganization, in an amount equal
to the excess of (i) the Taxes payable by the Stockholder in connection with
such taxable disposition over (ii) the Taxes which the Stockholder would have
paid if the gain on such disposition were taxed at a twenty percent (20%)
federal long-term capital gains rate. UAG shall also be required to pay the
indemnified party any additional amounts necessary to cover any Taxes imposed
on such party as a result of payments received under this Subsection (a),
including for this purpose payments received pursuant to this sentence; except
that if the Kissimmee Merger is consummated under state corporate law as
contemplated by the Merger Agreement and this Amendment, UAG shall not be
required to pay the indemnified party any additional amounts necessary to cover
any Taxes imposed on such party as a result of payments received under this
Subsection (a).
(b) UAG shall further indemnify each Kissimmee Continuing Stockholder (as
defined below) in his or her capacity as Stockholder from and against all
liabilities, losses, damages, demands, claims, actions, proceedings, judgments,
costs and expenses (including reasonable attorneys' fees) relating to, arising
from or in connection with the operation after January 31, 1998 of any business
or other activity of Kissimmee Toyota. In addition, UAG shall indemnify each
such Stockholder of Kissimmee Toyota and any other person holding an ownership
interest in Kissimmee Toyota from and after January 31, 1998 (each, a
"Kissimmee Continuing Stockholder") in an amount equal to the excess of (i)
Taxes payable by the Kissimmee Continuing Stockholder for any taxable period
after January 31, 1998 on the income and gain of Kissimmee Toyota attributable
to the Kissimmee Continuing Stockholder under applicable tax law (with the
amount of such Taxes calculated as if the income and gain giving rise to such
Taxes is the marginal taxable income and gain of the Kissimmee Continuing
Stockholder for the applicable tax period), over (ii) the Kissimmee Continuing
Stockholder's proportionate share of all cash distributions made by Kissimmee
Toyota to the Kissimmee Continuing Stockholder during the applicable tax
period. UAG shall also be required to pay the indemnified party any additional
amounts necessary to cover any Taxes imposed on such party as a result of
payments received under this Subsection (b), including for this purpose
payments received pursuant to this sentence.
(c) UAG shall indemnify each Stockholder who holds Shares in Century
and/or Paramount, in the event the disposition of Shares of either as
contemplated by the Merger Agreement and this Amendment is treated as a taxable
disposition rather than as a tax-free reorganization, in an amount equal to the
excess of (i) the Taxes payable by the Stockholder in connection with such
taxable disposition over (ii) the Taxes which the Stockholder would have paid
if the gain on such disposition were taxed at a twenty percent (20%) federal
long-term capital gains rate. UAG shall also be required to pay each such
Stockholder any additional amounts necessary to cover any Taxes
5
imposed on such Stockholder as a result of payments received under the
foregoing sentence and this sentence; except that if the Kissimmee Merger is
consummated under state corporate law as contemplated by the Merger Agreement
and this Amendment, UAG shall not be required to pay the indemnified party any
additional amounts necessary to cover any Taxes imposed on such party as a
result of payments received under this Subsection (c).
(d) UAG shall further indemnify each Stockholder of Century and/or
Paramount and any other person holding an ownership interest in Century and/or
Paramount from and after January 31, 1998 (each, a "Continuing Stockholder") in
his or her capacity as a Stockholder from and against all liabilities, losses,
damages, demands, claims, actions, proceedings, judgments, costs and expenses
(including reasonable attorneys' fees) relating to, arising from or in
connection with the operation after January 31, 1998 of any business or other
activity of Century and/or Paramount. In addition, UAG shall indemnify each
Continuing Stockholder in an amount equal to the excess of (i) Taxes payable by
the Continuing Stockholder for any taxable period after January 31, 1998 on the
income and gain of Century and/or Paramount attributable to the Continuing
Stockholder under applicable tax law (with the amount of such Taxes calculated
as if the income and gain giving rise to such Taxes is the marginal taxable
income and gain of the Continuing Stockholder for the applicable tax period)
over (ii) the Continuing Stockholder's proportionate share of all cash
distributions made by Century and/or Paramount to the Continuing Stockholder
during the applicable tax period. UAG shall also be required to pay the
indemnified party any additional amounts necessary to cover any Taxes imposed
on such party as a result of payments received under this Subsection (d),
including for this purpose payments received pursuant to this sentence.
(e) Amounts required to be indemnified under this Section shall be paid
upon UAG's receipt of written statements reasonably evidencing the
indemnifiable amount owed by the indemnified party, provided that UAG shall not
be required to make an indemnity payment more than ten (10) days prior to the
date on which the indemnified party is required to pay such amount.
10. The consideration, consisting of UAG Shares and cash, under the
Merger Agreement shall be allocated as set forth on the attached Allocation
Schedule.
11. This Amendment may be executed by facsimile signature and any number
of counterparts, all of which shall be considered one and the same agreement
and each of which shall be deemed an original. If any one or more of the
provisions of this Amendment shall be held to be invalid, illegal or
unenforceable, the validity, legality or enforceability of the remaining
provisions of this Amendment shall not be affected thereby.
12. This Amendment shall survive the Closing Date and the consummation
of the transactions contemplated by the Stock Purchase Agreement.
13. This Amendment shall be governed by and construed in accordance with
the laws of the state of Indiana without giving effect to any choice or
conflict of law provision or rule that would cause laws of any other
jurisdiction to apply.
14. This Amendment shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, executors, administrators, legal
representatives, successors, transferees and assigns.
6
15. The obligations of UAG and its Affiliates under the Merger Agreement
and this Amendment to perform their respective covenants and agreements with
respect to the transactions contemplated by the Merger Agreement and this
Amendment shall not, from and after the date hereof, be subject to any
condition precedent (regardless of whether specified in the Merger Agreement)
except the continuing accuracy (other than as affected by the transactions
contemplated by this Amendment) of the representations and warranties under
Section 3.1 of the Merger Agreement.
16. Section 9.2(b) of the Merger Agreement is hereby amended by (i)
correcting the reference to "Section 9.2(b)" in the first line thereof to read
"Section 9.2(a) and (ii) deleting the parenthetical "(as defined in this
Agreement and the Merger Agreement)" that begins in the third line of Section
9.2(b)(ii).
17. To the extent the terms or provisions of this Amendment conflict or
are inconsistent with those of the Merger Agreement, the terms and provisions
of this Amendment shall control and modify those of the Merger Agreement.
Except as so modified, the terms and provisions of the Merger Agreement shall
remain in full force and effect. All references in the Merger Agreement to
"this Agreement" shall include reference to this Amendment, and to the Merger
Agreement as amended by this Amendment, for purposes of applying the terms and
provisions of the Merger Agreement.
18. The obligations of UAG and its Affiliates under the terms of this
Amendment (including, but not limited to, any Section of the Merger Agreement
amended hereunder), and each Stockholder's right to enforce such obligations
and to recover Costs arising out of or resulting from any breach of such
obligations, shall not be subject to or in any manner limited by (i) the
Stockholders Threshold Amount or the Stockholders Cap or (ii) the proviso in
clause (ii) of the first sentence of Section 9.2(a) but shall be subject to the
procedures set forth in Section 9.3 of the Merger Agreement and any claims
asserted by the Internal Revenue Service or any other taxing authority for
which UAG or its Affiliates may be liable pursuant to the provisions of this
Amendment shall be deemed to constitute Third Party Claims for purposes of
Section 9.3 of the Merger Agreement.
19. The right of any UAG Indemnified Party to recover Costs or any other
damages arising from or in connection with Environmental Concerns, including
On-Site Concerns, Off-Site Concerns, On-Site Considerations, and Off-Site
Considerations, as such terms are defined in the Environmental Indemnification
Agreement dated as of January 31, 1998 by and between ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇, UAG and the other signatories thereto (the "Environmental
Indemnification Agreement"), shall in all events be limited to the rights
expressly provided under the Environmental Indemnification Agreement.
20. The right of any UAG Indemnified Party to recover Costs or any other
damages arising from a matter specifically dealt with under Sections 7 and 8 of
the Closing Date Agreement of even date herewith between certain of the parties
hereto and others ("CDA") shall in all events be limited to the rights
expressly set forth in the CDA.
7
21. (a) The Final Net Worth, as such term is used in Section 1.12(g) of
the Merger Agreement, shall equal the Final Net Worth determined in accordance
with Section 1.12(a)-(f) plus the additional amount of $5,298, which additional
amount shall be allocated to Century and Paramount as shown on the attached
Incremental Net Worth Adjustment Schedule.
(b) Clause (b) of Section 1.17 of the Merger Agreement contemplates
that certain cash dividends to Stockholders of the Companies shall be declared
and paid by the Companies on or before the Closing Date. To the extent such
dividends have not been declared and paid on or before the Closing Date (or on
or before February 9, 1998 in the case of Kissimmee Toyota) as contemplated in
such clause (b) (the "unpaid dividends"), no unpaid dividends shall thereafter
be payable under such clause, and the Net Worth as of the Closing shall reflect
that the unpaid dividends have not been accrued or paid for purposes of Section
1.15 of the Merger Agreement. Notwithstanding any provisions to the contrary,
any payment of a Net Worth Deficiency by the Stockholders of Kissimmee Toyota
to UAG pursuant to Section 1.15(g)(i) shall be treated in all respects as a
return of dividends by the Stockholders to Kissimmee Toyota, and any Net Worth
Excess under Section 1.15(g)(ii) shall be paid by UAG Kissimmee by depositing
with the Escrow Agent certificates for UAG Shares having a UAG Market Value
equal to the Net Worth Excess on the date of deposit. Such certificates shall
be issued to the Stockholders of Kissimmee Toyota using the same proportions
among such Stockholders as are reflected on Schedule 1.11. For purposes of
Section 1.12 of the Merger Agreement, the UAG Shares represented by such
certificates shall be deemed Additional Shares.
22. In the event that a Stockholder or other Person who is entitled under
the Merger Agreement or this Amendment to receive reimbursement of Taxes is a
grantor trust or other entity (such trust or other entity referred to as
"Entity") not itself subject to the payment of Taxes, such Entity shall, for
purposes of any reimbursement of Taxes under the Merger Agreement and this
Amendment, be deemed liable for payment of any Taxes payable by its grantor
beneficiary, or owner, provided that all payments required to be made under the
Merger Agreement or this Amendment for reimbursement of any such Taxes shall be
made directly to such Entity.
23. The Closing Date and Closing for purposes of the Merger Agreement
shall be deemed to be January 31, 1998. The Closing Date Balance Sheet to be
delivered pursuant to Section 1.15 of the Merger Agreement shall be prepared
and dated as of January 31, 1998.
8
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.
UNITED AUTO GROUP, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------
Its: Executive Vice President
UAG KISSIMMEE MOTORS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------
Its: Vice President
UAG PARAMOUNT MOTORS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------
Its: Vice President
UAG CENTURY MOTORS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------
Its: Vice President
KISSIMMEE MOTORS, INC., D/B/A
KISSIMMEE TOYOTA
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
Its: President
Signatures continued on following page
9
PARAMOUNT CHEVROLET GEO, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
Its: President
CENTURY CHEVROLET GEO, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
Its: Vice President
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇, individually
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, individually
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, individually
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇, individually
YOUNG/AVY II IRREVOCABLE
TRUST U/A DATED 12/31/96 FBO ▇▇▇▇
▇. ▇▇▇▇▇
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇, TRUSTEE
Signatures continued on following page
10
YOUNG/AVY II IRREVOCABLE
TRUST U/A DATED 12/31/96 FBO
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇, TRUSTEE
YOUNG/AVY II IRREVOCABLE
TRUST U/A DATED 12/31/96 FBO ▇▇▇▇▇▇
▇. ▇▇▇▇▇
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇, TRUSTEE
YOUNG/WAY II IRREVOCABLE
TRUST U/A DATED 12/31/96
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, TRUSTEE
YOUNG/TAGGART II IRREVOCABLE TRUST
U/A DATED 12/31/96 FBO ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇▇ ▇.▇▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, TRUSTEE
Signatures continued on following page
11
YOUNG/TAGGART II IRREVOCABLE TRUST
U/A DATED 12/31/96 FBO ▇▇▇▇ ▇.
▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, TRUSTEE
YOUNG/▇▇▇▇ II IRREVOCABLE
TRUST U/A DATED 12/31/96
/s/ ▇▇▇▇▇ ▇.▇▇▇▇
--------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇, TRUSTEE
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ IRREVOCABLE GRAT
TRUST U/A DATED 3/1/97
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇, TRUSTEE
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, TRUSTEE
▇▇▇ ▇. ▇▇▇▇▇ IRREVOCABLE GRAT TRUST
U/A DATED 3/1/97
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇, TRUSTEE
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, TRUSTEE
12
