1 EXHIBIT 10.1.19.4 --------- THIRD AMENDMENT

1
EXHIBIT 10.1.19.4
---------
THIRD AMENDMENT

THIS THIRD AMENDMENT dated as of June 28, 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):

1.1 (a) The following definitions in Section 1.1 of the Credit Agreement
shall be amended and restated in their entireties to read as follows:

Acquisition Commitment Amount means, on any date, (x) $390,000,000, as
reduced from time to time pursuant to Section 6.1 minus (y) the Revolving
Outstandings on such date.

Commitment means, as to any Lender, such Lender's commitment to make
Loans, and to issue or participate in Letters of Credit, under this
Agreement. The initial amount of each Lender's Pro Rata Share of the
Revolving Commitment Amount and the Acquisition Commitment Amount is set
forth on Schedule 2.1.

Revolving Commitment Amount means $125,000,000, as reduced from time
to time pursuant to Section 6.1.

(b) The definitions of "Term Commitment Amount" and "Term Commitment
Termination Date" shall be deleted from Section 1.1 of the Credit Agreement.

1.2 Section 2.1.4 of the Credit Agreement shall be amended and restated to
read in its entirety as follows:

2.1.4 Term Loans. Each Lender has heretofore made term loans to the
Company (each such loan, a "Term Loan") in such Lender's Pro Rata Share of
$186,000,000. No amount paid or prepaid with respect to any Term Loan may
be reborrowed.

1.3 Section 3.1 of the Credit Agreement shall be amended and restated to
read in its entirety as follows:

3.1 Notes. The Loans of each Lender shall be evidenced by a promissory
note (each a "Note") substantially in the form set forth in Exhibit A, with
appropriate insertions, payable to the order of such Lender as follows:

(a) each Revolving Loan and Acquisition Loan of such Lender shall be
paid in full on the Revolving Termination Date; and

(b) each Term Loan of such Lender shall be paid in installments
equal to such Lender's Pro Rata Share of the aggregate principal amount of
the installments of the Term Loans to be paid on the following dates:

Payment Date Payment Amount
------------ --------------

December 23, 2001 $25,000,000 (or, if less, the aggregate amount of
all Term Loans then outstanding)
December 23, 2003 $25,000,000 (or, if less, the aggregate amount of
all Term Loans then outstanding)
December 23, 2005 $25,000,000 (or, if less, the aggregate amount of
all Term Loans then outstanding)
Term Loan Termination Date The aggregate amount of all Term Loans then
outstanding.

1.4 Sections 6.1(c) and (d) of the Credit Agreement shall be amended and
restated to read in their entireties as follows:

(d) All reductions of the Revolving Commitment Amount and the
Acquisition Commitment Amount shall reduce the Commitments pro rata among
the Lenders according to their respective Pro Rata Shares.

1.5 Section 6.3 of the Credit Agreement shall be amended and restated to
read in its entirety as follows: "6.3 [intentionally left blank]".

1.6 Section 9.10 of the Credit Agreement shall be amended by (i) changing
the designation of subclause (4) thereof from "(4)" to "(5)", (ii) deleting the
words "clauses (1)-(3)" where they appear and inserting the words "clauses (1)-
(4)" in lieu thereof and (iii) adding the following immediately following the
parenthetical phrase at the end of subclause (3) thereof

(4) after giving effect to such Acquisition, at least 16% of the
total consideration (including cash and noncash purchase price,
liabilities assumed, deferred purchase price, noncompetition payments
and the like) paid by the Company in respect of all Acquisitions
consummated after June 28, 2000 at any time has been paid otherwise
than by means of any Debt incurred by the Company or any Subsidiary
(provided that,

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for purposes of this clause (4) only, "Debt" shall not include
Acquisition Loans and Revolving Loans to the extent that the aggregate
principal amount of all Acquisition Loans and Revolving Loans is less
than or equal to $200,000,000).

1.7 Section 13.1 of the Credit Agreement shall be amended by deleting
clause (i) of such Section and inserting the following in lieu thereof "(i)
increase the Revolving Commitment Amount or the Acquisition Commitment Amount".

1.8 Schedule 2.1 to the Credit Agreement is replaced by Schedule 2.1
hereto.

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 from the
execution of this Amendment; (c) the execution and delivery by the Company of
this Amendment and the performance by the Company of its obligations under the
Credit Agreement as amended hereby (as so amended, the "Amended Credit
Agreement") (i) are within the corporate powers of the Company, (ii) have been
duly authorized by all necessary corporate action, (iii) have received all
necessary approval from any governmental authority and (iv) do not and will not
contravene or conflict with any provision of any law, rule or regulation or any
order, decree, judgment or award which is binding on the Company or any of its
Subsidiaries or of any provision of the certificate of incorporation or bylaws
of the Company or of any agreement, indenture, instrument or other document
which is binding on the Company or any of its Subsidiaries; and (d) the Amended
Credit Agreement is the legal, valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency or similar
laws affecting the enforcement of creditors' rights generally or by equitable
principles relating to enforceability.

SECTION 3 EFFECTIVENESS. The amendments set forth in Section 1 above shall
become effective on such date (the "Amendment Effective Date") when the Agent
shall have received (a) a counterpart of this Amendment executed by the Company
and the Required Lenders and (b) each of the following documents, each in form
and substance reasonably satisfactory to the Agent:

3.1 Reaffirmation. A Reaffirmation of Loan Documents in the form attached
hereto as Exhibit A executed by each Loan Party other than the Company.

3.2 Opinion of Counsel. An opinion of counsel or counsels reasonably
satisfactory to the Agent.

3.3 Other Documents. Such other documents as the Agent or any Lender may
reasonably request.

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SECTION 4 MISCELLANEOUS.

4.1 Continuing Effectiveness, etc. As herein amended, the Credit Agreement
shall remain in full force and effect and is hereby ratified and confirmed in
all respects. After the Amendment Effective Date, all references in the Credit
Agreement, the Notes, each other Loan Document and any similar document to the
"Credit Agreement" or similar terms shall refer to the Amended Credit Agreement.

4.2 Counterparts. This Amendment may be executed in any number of
counterparts and by the different parties on separate counterparts, and each
such counterpart shall be deemed to be an original but all such counterparts
shall together constitute one and the same Amendment.

4.3 Expenses. The Company agrees to pay the reasonable costs and expenses
of the Agent (including reasonable fees and disbursements of counsel, including,
without duplication, the allocable costs of internal legal services and all
disbursements of internal legal counsel) in connection with the preparation,
execution and delivery of this Amendment.

4.4 Governing Law. This Amendment shall be a contract made under and
governed by the laws of the State of New York applicable to contracts made and
to be wholly performed within the State of New York.

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4.5 Successors and Assigns. This Amendment shall be binding upon the
Company, the Lenders and the Agent and their respective successors and assigns,
and shall inure to the benefit of the Company, the Lenders and the Agent and the
successors and assigns of the Lenders and the Agent.

Delivered as of the day and year first above written.

UNITED AUTO GROUP, INC.

By
----------------------------------------
Title
-------------------------------------

CHRYSLER FINANCIAL COMPANY, L.L.C., as
Agent and as a Lender

By
----------------------------------------
Title
-------------------------------------

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SCHEDULE 2.1

LENDERS AND PRO RATA SHARES

Pro Rata Share Pro Rata Share
of Revolving of Acquisition
Commitment Commitment Pro Rata
Lender Amount Amount Term Loans Share
------ ------ ------ ---------- -----

Chrysler Financial $125,000,000 $390,000,000 $186,000,000 100%
Company L.L.C.

TOTALS $125,000,000 $390,000,000 $186,000,000 100%

EXHIBIT A

REAFFIRMATION OF
LOAN DOCUMENTS

June 28, 2000

Chrysler Financial Company, L.L.C., as Agent
and the other parties
to the Credit Agreement
referred to below
RE: REAFFIRMATION OF LOAN DOCUMENTS

Ladies and Gentlemen:

Please refer to:

1. The Pledge Agreement dated as of October 8, 1999 (the "Pledge
Agreement") among United Auto Group, Inc. ("UAG"), various of its
subsidiaries and Chrysler Financial Company, L.L.C., in its capacity as
Agent (in such capacity, the "Agent");

2. The Guaranty dated as of October 8, 1999 (the "Guaranty") executed
in favor of the Agent and various other parties by all subsidiaries of UAG;
and

3. The Security Agreement dated as of October 8, 1999 (the "Security
Agreement") among UAG, its subsidiaries and the Agent.

The Guaranty, the Pledge Agreement, the Security Agreement and the Credit
Agreement referred to below are collectively referred to herein as the "Loan
Documents". Capitalized terms not otherwise defined herein will have the
meanings given in the Credit Agreement referred to below.

Each of the undersigned acknowledges that the Company, the Lenders and the
Agent have executed the Third Amendment (the "Amendment") to the Credit
Agreement dated as of August 3, 1999 (as heretofore amended, as so amended and
as the same may be further amended, supplemented or otherwise modified from time
to time, the "Credit Agreement").

Each of the undersigned hereby (i) consents and agrees to the amendments to
the Loan Documents to which such undersigned is a party contained in the
Amendment and (ii) confirms that each Loan Document to which such undersigned is
a party remains in full force and effect after giving effect to the
effectiveness of the Amendment and that, upon such effectiveness, all references
in such Loan Document to the "Credit Agreement" shall be references to the
Credit Agreement as amended by the Amendment.

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The letter agreement may be signed in counterparts and by the various
parties as herein on separate counterparts. This letter agreement shall be
governed by the laws of the State of New York applicable to contracts made and
to be performed entirely within such State.

UAG NORTHEAST, INC.
DIFEO PARTNERSHIP, INC.
DIFEO PARTNERSHIP HCT, INC.
DIFEO PARTNERSHIP SCT, INC.
DIFEO PARTNERSHIP RCT, INC.
DIFEO PARTNERSHIP RCM, INC.
DIFEO PARTNERSHIP VIII, INC.
DIFEO PARTNERSHIP IX, INC.
DIFEO PARTNERSHIP X, INC.
UAG ▇▇▇▇▇▇, INC.
SOMERSET MOTORS INC.
UAG NORTHEAST BODY SHOP, INC.
UAG NORTHEAST (NY), INC.
UNITED ▇▇▇▇▇▇▇, INC.
▇▇▇▇▇▇▇ AUTO SALES, INC.
▇▇▇▇▇▇▇ UNITED AUTO GROUP NO. 2, INC.
▇▇▇▇▇▇▇ UNITED AUTO GROUP, INC.
▇▇▇▇▇▇▇ UNITED AUTO GROUP NO. 3, INC.
▇▇▇▇▇▇▇ UNITED AUTO GROUP NO. 4, INC.
▇▇▇▇▇▇▇ UNITED AUTO GROUP NO. 6, INC.
▇▇▇▇▇▇▇ BUICK-PONTIAC, INC.
▇▇▇▇▇▇▇ FORD NORTH, INC.
UNITED AUTO GROUP, INC.
UAG ATLANTA, INC.
UAG DULUTH, INC.
UAG ATLANTA II, INC.
UNITED NISSAN, INC. (GA)
UNITED NISSAN, INC. (NV)
UNITED NISSAN, INC. (TN)
UAG ATLANTA III, INC.
PEACHTREE NISSAN, INC.
UAG ATLANTA IV, INC.
UAG ATLANTA IV MOTORS, INC.
UAG ATLANTA V, INC.
▇▇▇▇▇▇▇ NISSAN, INC.
UAG ATLANTA VI, INC.
UNITED JEEP CHRYSLER PLYMOUTH OF
STONE MOUNTAIN, INC.
UNITED MAZDA, INC.
UAG TENNESSEE, INC.

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UAG WEST, INC.
SA AUTOMOTIVE, LTD.
SL AUTOMOTIVE, LTD.
SPA AUTOMOTIVE, LTD.
LRP, LTD.
SUN MOTORS, LTD.
SCOTTSDALE MANAGEMENT GROUP, LTD.
SAU AUTOMOTIVE, LTD.
SK MOTORS, LTD.
KMT/UAG, INC.
RELENTLESS PURSUIT ENTERPRISES, INC.
TRI-CITY LEASING, INC.
HT AUTOMOTIVE LTD.
UAG NEVADA, INC.
UAG TEXAS, INC.
UAG TEXAS II, INC.
UAG EAST, INC.
WESTBURY SUPERSTORE, LTD.
WESTBURY NISSAN LTD.
PALM AUTO PLAZA, INC.
FLORIDA CHRYSLER PLYMOUTH, INC.
WEST PALM NISSAN, INC.
WEST PALM INFINITI, INC.
NORTHLAKE AUTO FINISH, INC.
J & S AUTO REFINISHING, LTD.
J&S IMPORTS, INC.
WEST PALM AUTO MALL, INC.
AUTO MALL PAYROLL SERVICES, INC.
AUTO MALL STORAGE, INC.
AMITY AUTO PLAZA, LTD.
AMITY NISSAN OF MASSAPEQUA, LTD.
UAG CAROLINA, INC.
▇▇▇▇-▇▇▇▇▇▇▇ CHEVROLET, INC.
▇▇▇▇▇▇▇ CHEVROLET-OLDSMOBILE, INC.
▇▇▇▇ ▇▇▇▇ CHEVROLET, INC.
UNITEDAUTO DODGE OF SHREVEPORT,
INC.
UAG MEMPHIS, INC.
▇▇▇▇▇▇▇▇▇ PIKE DODGE, INC.
UAG GRACELAND, INC.
THE NEW GRACELAND DODGE, INC.
UAG GRACELAND II, INC.
UAG MEMPHIS II, INC.
UAG MEMPHIS III, INC.

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UAG MEMPHIS IV, INC.
UAG MEMPHIS V, INC.
UAG KNOXVILLE, INC.
UAG KNOXVILLE II, INC.
UAG-CARIBBEAN, INC.
UAG YOUNG, INC.
▇▇▇ ▇▇▇▇▇ INC.
▇▇▇ ▇▇▇▇▇ CHEVROLET INC.
YOUNG MANAGEMENT GROUP, INC.
PARKWAY CHEVROLET, INC.
UAG YOUNG II, INC.
UAG CENTURY MOTORS, INC.
UAG PARAMOUNT MOTORS, INC.
UAG KISSIMMEE MOTORS, INC.
UAG CITRUS, INC.
UAG CLASSIC, INC.
CLASSIC AUTO GROUP, INC.
CHERRY HILL CLASSIC CARS, INC.
CLASSIC OF CHERRY HILL, INC.
CLASSIC MANAGEMENT COMPANY, INC.
CLASSIC CHEVROLET, INC.
CLASSIC ENTERPRISE, INC.
CLASSIC AUTO GROUP HOLDINGS, INC.
CLASSIC IMPORTS, INC.
UNITEDAUTO ENTERPRISES, INC.
UNITED AUTOCARE, INC.
UNITED AUTOCARE PRODUCTS, INC.
UNITEDAUTO FOURTH FUNDING INC.
UNITEDAUTO FIFTH FUNDING INC.
AUTO LEASING CORPORATION
UAG FINANCE COMPANY, INC.
CLASSIC MOTOR SALES LLC
▇. ▇▇▇▇▇ CHEVROLET LLC
▇▇▇ ▇▇▇▇▇ MOTORS LLC
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLC
UAG YOUNG AUTOMOTIVE GROUP LLC

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UAG ▇▇▇▇▇▇▇, INC.
YOUNG AUTOMOTIVE HOLDINGS LLC
EUROPA AUTO IMPORTS, INC.
UAG LAKE ▇▇▇▇▇▇, LLC
UAG INDIANAPOLIS, LLC
MOTORCARS ACQUISITION, LLC
MOTORCARS ACQUISITION II, LLC
MOTORCARS ACQUISITION III, LLC
SCOTTSDALE FERRARI, LLC