NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF ALL OUTSTANDING
11% SENIOR SUBORDINATED NOTES DUE 2007, SERIES B
IN EXCHANGE FOR NEW
11% SENIOR SUBORDINATED NOTES DUE 2007, SERIES B
OF
UNITED AUTO GROUP, INC.
As set forth in the Prospectus dated _______, 1997 (as the same may
be amended from time to time, the "Prospectus") of United Auto Group, Inc., a
Delaware corporation (the "Company"), under the caption "The Exchange Offer --
Guaranteed Delivery Procedures," and in the accompanying Letter of Transmittal
(the "Letter of Transmittal") and Instruction 2 thereto, this form or one
substantially equivalent, must be used to tender any of the Company's
outstanding 11% Senior Subordinated Notes due 2007, Series B (the "Old Notes")
pursuant to the Exchange Offer if (i) certificates representing the Old Notes
to be tendered for exchange are not lost but are not immediately available,
(ii) time will not permit a Holder's Letter of Transmittal, certificates
representing the Old Notes to be tendered and all other required documents to
reach The Bank of New York (the "Exchange Agent") prior to the Expiration Date
or (iii) the procedures for book-entry transfer cannot be completed prior to
the Expiration Date. This form may be delivered by an Eligible Institution by
mail or hand delivery or transmitted, via manually signed facsimile, to the
Exchange Agent as set forth below.
Terms not otherwise defined herein shall have their respective
meanings as set forth in the Prospectus.
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
_____________, 1997, UNLESS EXTENDED OR TERMINATED (THE "EXPIRATION DATE").
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The Exchange Agent for the Exchange Offer is:
THE BANK OF NEW YORK
By Hand Or Overnight Delivery: Facsimile Transmissions: By Registered Or Certified Mail:
(Eligible Institutions Only)
The Bank of New York (212) 815-6339 The Bank of New York
101 Barclay Street, Ground Level 101 Barclay Street, 7E
Corporate Trust Services Window To Confirm by Telephone New York, New York 10286
New York, New York 10286 or for Information Call: Attention:
Attention: Reorganization Section
Reorganization Section (212) 815-
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER
THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE
TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A
VALID DELIVERY.
LADIES AND GENTLEMEN:
The undersigned hereby tender(s) to the Company, upon the terms and
subject to the conditions set forth in the Prospectus and the Letter of
Transmittal, receipt of which is hereby acknowledged, the principal amount of
Old Notes set forth below pursuant to the guaranteed delivery procedures set
forth in the Prospectus under the caption "The Exchange Offer -- Guaranteed
Delivery Procedures."
The undersigned hereby represents and warrants that the undersigned
has full power and authority to tender the Old Notes. The undersigned will,
upon request, execute and deliver any additional documents deemed by the
Exchange Agent or the Company to be necessary or desirable for the perfection
of the undersigned's tender.
Tenders may be withdrawn in accordance with the procedures set forth
in the Prospectus. The undersigned authorizes the Exchange Agent to deliver
this Notice of Guaranteed Delivery to the Company and the Trustee as evidence
of the undersigned's tender of Old Notes.
All authority herein conferred or agreed to be conferred by this
Notice of Guaranteed Delivery shall survive the death or incapacity of the
undersigned and every obligation of the undersigned under this Notice of
Guaranteed Delivery shall be binding upon the heirs, personal representatives,
executors, administrators, successors, assigns, trustees in bankruptcy and
other legal representatives of the undersigned.
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PLEASE SIGN AND COMPLETE
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Signatures of Registered Holder(s) or Date:____________________________________
Authorized Signatory:
_______________________________________________________ Address:_________________________________
________________________________________________________ __________________________________________
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Name(s) of Registered Holder(s): Area Code and Telephone No.:
________________________________________________________ __________________________________________
________________________________________________________ __________________________________________
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Principal Amount of Notes Tendered: If Notes will be delivered by book-entry transfer,
complete the following:
________________________________________________________
Certificate No.(s) of Notes (if available):
________________________________________________________ Depository Account No._____________________
This Notice of Guaranteed Delivery must be signed by the Holder(s) exactly as their names appear on
certificates for Old Notes or on a security position listing as the owner of Old Notes, or by person(s)
authorized to become Holder(s) by endorsements and documents transmitted with this Notice of Guaranteed
Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or
other person acting in a fiduciary or representative capacity, such person must set forth his or her full
title below under "Capacity" and submit evidence satisfactory to the Company of such person's authority to
so act.
Please print name(s) and address(es)
Name(s):________________________________________________________________________________________________________
________________________________________________________________________________________________________________
Capacity:_______________________________________________________________________________________________________
Address(es):____________________________________________________________________________________________________
________________________________________________________________________________________________________________
________________________________________________________________________________________________________________
DO NOT SEND OLD NOTES WITH THIS FORM. OLD NOTES SHOULD BE SENT TOGETHER WITH A PROPERLY COMPLETED AND
VALIDLY EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER RELATED DOCUMENTS.
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
===============================================================================
The undersigned, a member firm of a registered national securities exchange or
of the National Association of Securities Dealers, Inc. or a commercial bank
or trust company having an office or correspondent in the United States,
hereby guarantees that, within three New York Stock Exchange trading days from
the date of this Notice of Guaranteed Delivery, a properly completed and duly
executed Letter of Transmittal (or a manually signed facsimile thereof),
together with certificates representing the Old Notes tendered hereby in
proper form for transfer (or confirmation of the book-entry transfer of such
Old Notes into the Depositary's account at a Book-Entry Transfer Facility,
pursuant to the procedure for book-entry transfer set forth in the Prospectus
under the caption "The Exchange Offer -- Book-Entry Transfer"), and any other
required documents will be deposited by the undersigned with the Exchange
Agent at its address set forth above.
Name of Firm: ________________________ ________________________________
Address:______________________________ Authorized Signature
______________________________________
Area Code and Name:___________________________
Telephone No.:________________________
Title:__________________________
Date:___________________________
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