Assignment of LLC Membership Interests between UAG Connecticut, LLC and The Miller Continental Group LLC

Summary

UAG Connecticut, LLC is transferring 20% of its membership interests in UAG Connecticut I, LLC to The Miller Continental Group LLC. This agreement is part of a larger transaction involving other parties and documents dated March 1, 2001. The Miller Continental Group LLC agrees to accept the assigned interest, and the transfer is subject to the terms of related transaction documents, including a Pledge Agreement. Both parties have signed to confirm the assignment.

EX-10.31.2 6 k63744ex10-31_2.txt ASSIGNMENT OF LIMITED LIABILITY COMPANY MEMBERSHIP 1 EXHIBIT 10.31.2 ASSIGNMENT OF LIMITED LIABILITY COMPANY MEMBERSHIP INTERESTS This Assignment of Limited Liability Company Membership Interests ("Assignment") is made effective this 1st day of March 2001 by and between UAG Connecticut, LLC ("Assignor") and The Miller Continental Group LLC (Assignee"). RECITALS 1. Assignor owns One Hundred Percent (100%) of the limited liability company membership interests (the "Membership Interests") in UAG Connecticut I, LLC f/k/a UAG Connecticut Realty I, LLC (the "Company); and 2. As part of a transaction described in various documents dated March 1, 2001 by and between all or some of Assignee, Assignor, Automotive Group Realty, LLC ("AGR") and UAG Realty, LLC, Assignor wishes to assign Twenty Percent (20%) of the Membership Interests in the Company to Assignee and Assignee wishes to accept such assignment on the terms set forth herein. NOW THEREFORE, in consideration of the premises hereof, and for other good and valuable considerations, the parties hereby agree as follows: AGREEMENT 1. Assignment. Subject to the terms of the Transaction Documents, including, without limitation, the Pledge Agreement dated March 1, 2001 between Assignor, Assignee and AGR, Assignor hereby assigns, transfers and conveys to Assignee and Assignee hereby accepts such assignment, transfer and conveyance of the Twenty Percent (20%) of Membership Interests in the Company. IN WITNESS WHEREOF, the parties have signed this Assignment effective the day and year first above written. ASSIGNOR ASSIGNEE UAG CONNECTICUT, LLC THE MILLER CONTINENTAL GROUP LLC /s/ Robert H. Kurnick, Jr. /s/ Richard S. Koppelman - -------------------------- ------------------------ By: Robert H. Kurnick, Jr. By: Richard S. Koppelman Its: Assistant Secretary Its: Manager