UAG CONNECTICUT I LLC
FORM OF 9 5/8 SENIOR SUBORDINATED NOTE
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>12
<FILENAME>k78160exv10w8.txt
<DESCRIPTION>FORM OF 9 5/8 SENIOR SUBORDINATED NOTE
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.8


                  THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
                  INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE
                  NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A
                  SUCCESSOR DEPOSITARY. TRANSFERS OF THIS GLOBAL SECURITY SHALL
                  BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES
                  OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S
                  NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY
                  SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
                  RESTRICTIONS SET FORTH IN SECTIONS 306 AND 307 OF THE
                  INDENTURE.

                  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
                  REPRESENTATIVE OF THE DEPOSITARY TRUST COMPANY, A NEW YORK
                  CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR
                  REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT AND ANY SUCH
                  CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
                  IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
                  REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.
                  OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
                  REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
                  HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
                  INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
                  INTEREST HEREIN.

                  THE OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER
                  AND TO THE EXTENT SET FORTH IN ARTICLE FOURTEEN OF THE
                  INDENTURE TO THE OBLIGATIONS (INCLUDING INTEREST) OWED BY THE
                  COMPANY AND CERTAIN OF ITS SUBSIDIARIES TO ALL SENIOR
                  INDEBTEDNESS; AND EACH HOLDER HEREOF, BY ITS ACCEPTANCE
                  HEREOF, SHALL BE BOUND BY THE PROVISIONS OF SUBORDINATION AS
                  SET FORTH IN SAID ARTICLE FOURTEEN OF THE INDENTURE.


<PAGE>



         United Auto Group, Inc.

                                ---------------

               9 5/8% SENIOR SUBORDINATED NOTE DUE 2012, SERIES B

                                                         CUSIP NO. _____________
No. 1                                                        $____________

         United Auto Group, Inc., a Delaware corporation (herein called the
"Company," which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay Cede & Co.
or registered assigns, the principal sum of $____________________United States
dollars or such other principal amount (which, when taken together with the
principal amounts of all other Outstanding Securities, initially shall not
exceed $300,000,000 less the principal amount of Securities redeemed by the
Company in accordance with the Indenture) as may be set forth on the Security
Register on Appendix A hereto in accordance with the Indenture on March 18,
2012, at the office or agency of the Company referred to below, and to pay
interest thereon from March 18, 2002, or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, semiannually on March
15 and September 15 in each year, commencing September 15, 2002, at the rate of
9 5/8% per annum, in United States dollars, until the principal hereof is paid
or duly provided for; provided that to the extent interest has not been paid or
duly provided for with respect to the Series A Security exchanged for this
Series B Security, interest on this Series B Security shall accrue from the most
recent Interest Payment Date to which interest on the Series A Security which
was exchanged for this Series B Security has been paid or duly provided for, or
if not interest has been paid on the Series A Security, it shall accrue interest
from March 18, 2002 with respect to Series A Securities exchanged for Series B
Securities. Interest shall be computed on the basis of a 360-day year comprised
of twelve 30-day months. The Company is allowed by the Indenture to issue
additional Securities which, when taken together with all Series A Securities
and all Series B Securities, may not exceed $500,000,000 in aggregate principal
amount.

         This Series B Security was issued pursuant to the Exchange Offer
pursuant to which the 9 5/8% Senior Subordinated Notes due 2012, Series A and
related Guarantees (herein called the "Series A Securities") were exchanged for
the Series B Securities and related Guarantees. The Series A Securities and the
Series B Securities are together (including related Guarantees) referred to as
the "Securities." The Series B Securities rank pari passu in right of payment
with the Series A Securities.

         In addition, for any period in which a Series A Security exchanged for
this Series B Security was outstanding, if (1) the Company and the Guarantors
fail to file any of the registration statements required by the Registration
Rights Agreement on or before the date specified for such filing, or (2) any of
such registration statements is not declared effective by the Commission on or
prior to the date specified for such effectiveness (the "Effectiveness Target
Date"), or (3) the Company and the Guarantors fail to consummate the Exchange
Offer within 30 Business Days of the Effectiveness Target Date with respect to
the Exchange Offer Registration Statement, or (4) the Shelf Registration
Statement or the Exchange Offer Registration Statement


<PAGE>

is declared effective but thereafter ceases to be effective or usable in
connection with resales or exchanges of Securities during the periods specified
in the Registration Rights Agreement (each such event referred to in clauses (1)
through (4) above, a "Registration Default"), then the Company and the
Guarantors will pay Liquidated Damages to each Holder of Securities, with
respect to the first 90-day period immediately following the occurrence of the
first Registration Default in an amount equal to $0.05 per week per $1,000
principal amount of Securities held by such Holder. The amount of Liquidated
Damages will increase by an additional $0.05 per week per $1,000 principal
amount of Securities with respect to each subsequent 90-day period until all
Registration Defaults have been cured, up to a maximum amount of Liquidated
Damages for all Registration Defaults of $0.50 per week per $1,000 principal
amount of Securities. Following the cure of all Registration Defaults, the
accrual of Liquidated Damages will cease. All references herein to "interest"
shall be deemed to include the payment of any Liquidated Damages owed pursuant
to the Registration Rights Agreement.

         The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or any Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest, which
shall be the March 1 or September 1 (whether or not a Business Day), as the case
may be, next preceding such Interest Payment Date. Any such interest not so
punctually paid, or duly provided for, and interest on such defaulted interest
at the interest rate borne by the Series B Securities, to the extent lawful,
shall forthwith cease to be payable to the Holder on such Regular Record Date,
and may either be paid to the Person in whose name this Security (or any
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such defaulted interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities may be listed, and upon such notice as may be required
by the Indenture not inconsistent with the requirements of such exchange, all as
more fully provided in the Indenture.

         Payment of the principal of, premium, if any, and interest on, this
Security, and exchange or transfer of the Security, will be made at the office
or agency of the Company maintained for such purpose (which initially will be a
corporate trust office of the Trustee located at Bank One Plaza, Suite 0823,
Chicago, Illinois 60670), or at such other office or agency as may be maintained
for such purpose, in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts;
provided, however, that payment of interest may be made at the option of the
Company by check mailed to the address of the Person entitled thereto as such
address shall appear on the Security Register.

         Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         This Security is entitled to the benefits of the Guarantees by the
Guarantors of the punctual payment when due and performance of the Indenture
Obligations made in favor of the Trustee for the benefit of the Holders.
Reference is made to Article Thirteen of the Indenture for


<PAGE>

a statement of the respective rights, limitations of rights, duties and
obligations under the Guarantees of the Guarantors.

         Unless the certificate of authentication hereon has been duly executed
by the Trustee referred to on the reverse hereof or by the authenticating agent
appointed as provided in the Indenture by manual signature of an authorized
signer, this Security shall not be entitled to any benefit under the Indenture,
or be valid or obligatory for any purpose.




<PAGE>



         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed by the manual or facsimile signature of its authorized officers.

                                        United Auto Group, Inc.


                                        By:
                                            -----------------------------------
                                            James R. Davidson
                                            Executive Vice President - Finance

Attest:


---------------------------------------
         Robert H. Kurnick, Jr.
         Executive Vice President,
         General Counsel and Secretary


<PAGE>



                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the 9 5/8% Senior Subordinated Notes due 2012, Series B
referred to in the within-mentioned Indenture.

                                                Bank One Trust Company, N.A.,
                                                         as Trustee


                                                By:
                                                    --------------------------
                                                         Authorized Signer

Dated:  ___________ __, 2003


<PAGE>




                       OPTION OF HOLDER TO ELECT PURCHASE

         If you wish to have this Security purchased by the Company pursuant to
Section 1012 or Section 1014 as applicable, of the Indenture, check the
Box: [ ].

         If you wish to have a portion of this Security purchased by the Company
pursuant to Section 1012 or Section 1014 as applicable, of the Indenture, state
the amount (in original principal amount):


                                $
                                 ----------------


Date:                                      Your Signature:
     -----------------------------------                  ---------------------

(Sign exactly as your name appears on the other side of this Security)


Signature Guarantee:
                     -----------------------------------------------------------

[Signature must be guaranteed by an eligible Guarantor Institution (banks, stock
brokers, savings and loan associations and credit unions) with membership in an
approved guarantee medallion program pursuant to Securities and Exchange
Commission Rule 17Ad-15]


<PAGE>



                             United Auto Group, Inc.
               9 5/8% Senior Subordinated Notes due 2012, Series B

         This Security is one of a duly authorized issue of Securities of the
Company designated as its 9 5/8% Senior Subordinated Notes due 2012, Series B
(herein called the "Securities"), limited (except as otherwise provided in the
Indenture referred to below) in aggregate principal amount to $300,000,000 (less
the principal amount of Series A Securities outstanding), issued under and
subject to the terms of an indenture (herein called the "Indenture") dated as of
March 18, 2002 among the Company, the Guarantors and Bank One Trust Company,
N.A., as trustee (herein called the "Trustee," which term includes any successor
trustee under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties, obligations and immunities thereunder of the
Company, the Guarantors, the Trustee and the Holders of the Securities, and of
the terms upon which the Securities are, and are to be, authenticated and
delivered.

         The Company is allowed by the Indenture to create and issue additional
Securities ranking equally with this Security in all respects, subject to
limitations in Section 1008 of the Indenture. The total amount of Securities,
including this Security and any additional Securities which the Company may
issue, may not exceed $500,000,000. Any additional Securities may be
consolidated and form a single series with this Security, vote together with
this Security and have the same terms as to status, redemption or otherwise as
this Security. References herein to Securities include these additional
Securities, unless the context requires otherwise.

         The Series B Securities are subject to redemption at any time on or
after March 15, 2007, at the option of the Company, in whole or in part, on not
less than 30 nor more than 60 days' prior notice, in amounts of $1,000 or an
integral multiple thereof, at the following redemption prices (expressed as
percentages of the principal amount), if redeemed during the 12-month period
beginning March 15 of the years indicated below:

<TABLE>
<CAPTION>
                                                              Redemption
                           Year                                 Price
                           ----                                 -----
                          <S>                                 <C>
                           2007................................104.813%
                           2008................................103.208%
                           2009................................101.604%
</TABLE>

and thereafter at 100% of the principal amount, in each case, together with
accrued and unpaid interest, if any, to the Redemption Date (subject to the
rights of Holders of record on relevant Regular Record Dates to receive interest
due on an Interest Payment Date).

         In addition, at any time prior to March 15, 2005, the Company, at its
option, may use the Net Cash Proceeds of one or more Public Equity Offerings to
redeem up to an aggregate of 35% of the aggregate principal amount of the
Securities issued under the Indenture at a redemption price equal to 109.625% of
the aggregate principal amount of the Securities redeemed, plus accrued and
unpaid interest, if any, to the redemption date (subject to the rights of
Holders of record on relevant Regular Record Dates to receive interest due on an
Interest Payment Date). At least 65% of the aggregate principal amount of the
Securities issued under the Indenture must


<PAGE>

remain outstanding immediately after the occurrence of such redemption. In order
to effect this redemption, the Company must mail a notice of redemption no later
than 30 days after the closing of the related Public Equity Offering and must
complete such redemption within 60 days of the closing of the Public Equity
Offering.

         If less than all of the Securities are to be redeemed, the Trustee
shall select the Securities or portions thereof to be redeemed in compliance
with the requirements of the principal national securities exchange, if any, on
which the Securities are listed or if the Securities are not so listed, pro
rata, by lot or by any other method the Trustee shall deem fair and reasonable.

         Upon the occurrence of a Change of Control, each Holder may require the
Company to purchase such Holder's Securities in whole or in part in integral
multiples of $1,000, at a purchase price in cash in an amount equal to 101% of
the principal amount thereof, plus accrued and unpaid interest, if any, to the
date of purchase, pursuant to Change of Control Offer and in accordance with the
procedures set forth in the Indenture.

         Under certain circumstances, in the event the Net Cash Proceeds
received by the Company from any Asset Sale exceeds a specified amount, and such
proceeds are not used to repay permanently any Senior Indebtedness or Senior
Guarantor Indebtedness or invested in Replacement Assets, the Company will be
required to apply such proceeds to the repayment of the Securities and certain
Indebtedness ranking pari passu in right of payment to the Securities.

         In the case of any redemption or repurchase of Securities in accordance
with the Indenture, interest installments whose Stated Maturity is on or prior
to the Redemption Date will be payable to the Holders of such Securities of
record as of the close of business on the relevant Regular Record Date or
Special Record Date referred to on the face hereof. Securities (or portions
thereof) for whose redemption and payment provision is made in accordance with
the Indenture shall cease to bear interest from and after the Redemption Date.

         In the event of redemption or repurchase of this Security in accordance
with the Indenture in part only, a new Security or Securities for the unredeemed
portion hereof shall be issued in the name of the Holder hereof upon the
cancellation hereof.

         If an Event of Default shall occur and be continuing, the principal
amount of all the Securities may be declared due and payable in the manner and
with the effect provided in the Indenture.

         The Indenture contains provisions for defeasance at any time of (a) the
entire Indebtedness on the Securities and (b) certain restrictive covenants and
related Defaults and Events of Default, in each case upon compliance with
certain conditions set forth therein.

         The Indenture permits, with certain exceptions (including certain
amendments permitted without the consent of any Holders, certain amendments
which require the consent of Holders of at least 75% of the Outstanding
Securities and certain amendments which require the consent of all Holders) as
therein provided, the amendment thereof and the modification of the rights and
obligations of the Company and the Guarantors and the rights of the Holders
under the Indenture


<PAGE>

and the Securities and the Guarantees at any time by the Company and the Trustee
with the consent of the Holders of at least a majority in aggregate principal
amount of the Securities at the time Outstanding. The Indenture also contains
provisions permitting the Holders of at least a majority in aggregate principal
amount of the Securities (Holders of at least 75% in aggregate principal amount
of the Securities or 100% of the Holders in certain circumstances) at the time
Outstanding, on behalf of the Holders of all the Securities, to waive compliance
by the Company and the Guarantors with certain provisions of the Indenture and
the Securities and the Guarantees and certain past Defaults under the Indenture
and the Securities and the Guarantees and their consequences. Any such consent
or waiver by or on behalf of the Holder of this Security shall be conclusive and
binding upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof whether or not notation of such consent or waiver is made upon
this Security.

         The Securities are, to the extent and manner provided for in Article
Fourteen of the Indenture, subordinated and subject in right of payment to the
prior payment in full (in cash or as otherwise agreed to by the holders of
Senior Indebtedness) of all Senior Indebtedness. Each Holder by its acceptance
hereof agrees to be bound by the provisions of such Article Fourteen and
authorizes and expressly directs the Trustee on its behalf to take such action
as may be necessary or appropriate to effect the subordination provided for in
the Indenture and appoints the Trustee its attorney-in-fact for such purposes.

         No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, any
Guarantor or any other obligor on the Securities (in the event such Guarantor or
such other obligor is obligated to make payments in respect of the Securities),
which is absolute and unconditional, to pay the principal of, premium, if any,
and interest on, this Security at the times, place, and rate, and in the coin or
currency, herein prescribed, subject to the rights of the holders of Senior
Indebtedness and Senior Guarantor Indebtedness as set forth in the Indenture.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company provided therefor, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or its
attorney duly authorized in writing, and thereupon one or more new Securities,
of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.

         Certificated Securities shall be transferred to all beneficial holders
in exchange for their beneficial interests in the Rule 144A Global Securities or
the Regulation S Global Securities if (x) the Depositary notifies the Company
that it is unwilling or unable to continue as Depositary for such Global
Security, or the Depositary ceases to be a clearing agency registered under the
Exchange Act, and in either case a successor Depositary is not appointed by the
Company within 90 days or (y) there shall have occurred and be continuing a
Default or an Event of Default, or (z) the Company, at its option, notifies the
Trustee in writing that it elects to cause the issuance of the Securities in
certificated form. Upon any such issuance, the Trustee is required to register
<PAGE>

such certificated Securities in the name of, and cause the same to be delivered
to, such Person or Persons (or the nominee of any thereof).

         Securities in certificated form are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
the Securities are exchangeable for a like aggregate principal amount of
Securities of a differing authorized denomination, as requested by the Holder
surrendering the same.

         No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.

         Prior to due presentment of this Security for registration of transfer,
the Company, any Guarantor, the Trustee and any agent of the Company, any
Guarantor or the Trustee may treat the Person in whose name this Security is
registered as the owner hereof for all purposes, whether or not this Security is
overdue, and neither the Company, any Guarantor, the Trustee nor any such agent
shall be affected by notice to the contrary.

         THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES
THEREOF.

         All terms used in this Security which are defined in the Indenture and
not otherwise defined herein shall have the meanings assigned to them in the
Indenture.



<PAGE>



                         FORM OF TRANSFEREE CERTIFICATE

I or we assign and transfer this Security to:

--------------------------------------------------------------------------------
Print or type name, address and zip code of assignee

--------------------------------------------------------------------------------
Please insert social security or other identifying number of assignee


I irrevocably appoint _____________________, to transfer this Security on the
books of the Company. The Agent may substitute another to act for him.

Dated                                    Signed
      ------------------------------            --------------------------------
(Sign exactly as name appears on the other side of this Security)

[Signature must be guaranteed by an eligible Guarantor Institution (banks, stock
brokers, savings and loan associations and credit unions) with membership in an
approved guarantee medallion program pursuant to Securities and Exchange
Commission Rule 17Ad-15]


<PAGE>



                                   APPENDIX A

             EXCHANGES FOR GLOBAL SECURITIES OR PHYSICAL SECURITIES

         The following increases or decreases in the principal amount of this
Global Security in accordance with the Indenture have been made:



<TABLE>
<CAPTION>
                                           New principal amount
               Increase (decrease) in      of this Global Security       Notation made by or
               the principal amount of     following such increase       on behalf of the
Date Made      this Global Security        or decrease                   Security Registrar
---------      --------------------        -----------                   ------------------

<S>            <C>                         <C>                           <C>

---------      -----------------------     -----------------------       --------------------

---------      -----------------------     -----------------------       --------------------

---------      -----------------------     -----------------------       --------------------

---------      -----------------------     -----------------------       --------------------

---------      -----------------------     -----------------------       --------------------

---------      -----------------------     -----------------------       --------------------

---------      -----------------------     -----------------------       --------------------

---------      -----------------------     -----------------------       --------------------

---------      -----------------------     -----------------------       --------------------

---------      -----------------------     -----------------------       --------------------

---------      -----------------------     -----------------------       --------------------

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---------      -----------------------     -----------------------       --------------------

---------      -----------------------     -----------------------       --------------------

---------      -----------------------     -----------------------       --------------------

---------      -----------------------     -----------------------       --------------------

</TABLE>


<PAGE>



                                    GUARANTEE

         For value received, each of the undersigned hereby absolutely, fully
and unconditionally and irrevocably guarantees, jointly and severally with each
other Guarantor, to the holder of this Security the payment of principal of,
premium, if any, and interest on this Security upon which these Guarantees are
endorsed in the amounts and at the time when due and payable whether by
declaration thereof, or otherwise, and interest on the overdue principal and
interest, if any, of this Security, if lawful, and the payment or performance of
all other obligations of the Company under the Indenture or the Securities, to
the holder of this Security and the Trustee, all in accordance with and subject
to the terms and limitations of this Security and Article Thirteen of the
Indenture. This Guarantee will not become effective until the Trustee duly
executes the certificate of authentication on this Security. These Guarantees
shall be governed by and construed in accordance with the laws of the State of
New York, without regard to conflict of law principles thereof. The Indebtedness
evidenced by these Guarantees is, to the extent and in the manner provided in
the Indenture, subordinate and subject in right of payment to the prior payment
in full of all Senior Guarantor Indebtedness, whether outstanding on the date of
the Indenture or thereafter, and the Guarantees are issued subject to such
provisions.

Dated:  _____________ __, 20__


<PAGE>



                                           UAG NORTHEAST BODY SHOP, INC.
                                           LANDERS UNITED AUTO GROUP NO. 2, INC.
                                           UAG TEXAS, INC.
                                           UAG TEXAS II, INC.
                                           UAG EAST, INC.
                                           UNITED AUTOCARE, INC.
                                           UNITED AUTOCARE PRODUCTS, INC.
                                           UNITED AUTO FOURTH FUNDING, INC.
                                           UNITED AUTO FIFTH FUNDING, INC.
                                           UAG FINANCE COMPANY, INC.
                                           ATLANTIC AUTO FUNDING CORPORATION
                                           ATLANTIC AUTO SECOND FUNDING
                                                    CORPORATION
                                           ATLANTIC AUTO THIRD FUNDING
                                                    CORPORATION
                                           UAG INTERNATIONAL HOLDINGS, INC.
                                           UAG REALTY, LLC
                                           UNITED AUTO FINANCE, INC.
                                           UAG CONNECTICUT I, LLC
                                           UAG TULSA HOLDINGS, LLC

                                           By:
                                               --------------------------------
                                               James R. Davidson, Treasurer

Attest:
        ---------------------------------
        Robert H. Kurnick, Jr., Secretary

                                           UAG SOUTHEAST, INC.
                                           UAG DULUTH, INC.
                                           UNITED NISSAN, INC. (GA)
                                           PEACHTREE NISSAN, INC.
                                           PALM AUTO PLAZA, INC.
                                           FLORIDA CHRYSLER PLYMOUTH, INC.
                                           WEST PALM NISSAN, INC.
                                           NORTHLAKE AUTO FINISH, INC.
                                           JS IMPORTS, INC.
                                           WEST PALM AUTO MALL, INC.
                                           AUTO MALL PAYROLL SERVICES, INC.
                                           UAG CAROLINA, INC.
                                           REED-LALLIER CHEVROLET, INC.
                                           MICHAEL CHEVROLET-OLDSMOBILE, INC.
                                           GENE REED CHEVROLET, INC.
                                           UAG PARAMOUNT MOTORS, INC.
                                           UAG KISSIMMEE MOTORS, INC.
                                           UAG ATLANTA IV MOTORS, INC.
                                           UAG CHCC, INC.

<PAGE>

                                           LRP, LTD.
                                           UAG NORTHEAST, INC.
                                           DIFEO PARTNERSHIP, INC.
                                           UAG HUDSON, INC.
                                           SOMERSET MOTORS, INC.
                                           LANDERS AUTO SALES, INC.
                                           LANDERS UNITED AUTO GROUP NO. 6, INC.
                                           LANDERS BUICK-PONTIAC, INC.
                                           LANDERS FORD NORTH, INC.
                                           UNITED NISSAN, INC. (NV)
                                           UNITED NISSAN, INC. (TN)
                                           UAG WEST, INC.
                                           SA AUTOMOTIVE, LTD.
                                           SL AUTOMOTIVE, LTD.
                                           SPA AUTOMOTIVE, 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.
                                           WESTBURY SUPERSTORE, LTD.
                                           UNITED AUTO DODGE OF SHREVEPORT,
                                                    INC.
                                           COVINGTON PIKE DODGE, INC.
                                           THE NEW GRACELAND DODGE, INC.
                                           UAG GRACELAND II, INC.
                                           UAG MEMPHIS II, INC.
                                           UAG MEMPHIS IV, INC.
                                           UAG MEMPHIS V, INC.
                                           UAG-CARIBBEAN, INC.
                                           DAN YOUNG CHEVROLET, INC.
                                           YOUNG MANAGEMENT GROUP, INC.
                                           UAG YOUNG II, INC.
                                           UAG CLASSIC, INC.
                                           CLASSIC AUTO GROUP, INC.
                                           CLASSIC MANAGEMENT COMPANY, INC.
                                           CLASSIC IMPORTS, INC.
                                           CLASSIC MOTOR SALES, LLC
                                           D. YOUNG CHEVROLET LLC
                                           DAN YOUNG MOTORS LLC
                                           UAG YOUNG AUTOMOTIVE GROUP LLC
                                           YOUNG AUTOMOTIVE HOLDINGS LLC
                                           EUROPA AUTO IMPORTS, INC.



<PAGE>

                                           UAG LAKE NORMAN, LLC
                                           UAG INDIANAPOLIS, LLC
                                           MOTORCARS ACQUISITION, LLC
                                           MOTORCARS ACQUISITION II, LLC
                                           MOTORCARS ACQUISITION III, LLC
                                           SCOTTSDALE FERRARI, LLC
                                           UAG OLDSMOBILE OF INDIANA, LLC
                                           GOODSON NORTH, LLC
                                           GOODSON PONTIAC GMC, LLC
                                           GOODSON SPRING BRANCH, LLC
                                           PIONEER FORD WEST, LLC
                                           UAG CERRITOS, LLC
                                           UAG CONNECTICUT, LLC
                                           UAG FAIRFIELD CA, LLC
                                           UAG FAIRFIELD CM, LLC
                                           UAG FAIRFIELD CP, LLC
                                           UAG LANDERS SPRINGDALE, LLC
                                           UAG MENTOR ACQUISITION, LLC
                                           UAG MICHIGAN CADILLAC, LLC
                                           UAG MICHIGAN PONTIAC-GMC, LLC
                                           UAG MICHIGAN T1, LLC
                                           UAG MICHIGAN TMV, LLC
                                           UAG PHOENIX VC, LLC
                                           UAG SPRING, LLC
                                           UNITED RANCH AUTOMOTIVE, LLC
                                           UAG CHEVROLET, INC.
                                           UAG FAIRFIELD CV, LLC
                                           BRETT MORGAN CHEVROLET-GEO, INC.
                                           HBL, LLC
                                           MOTORCARS ACQUISITION IV, LLC
                                           UAG NANUET I, LLC
                                           UAG NANUET II, LLC
                                           NISSAN OF NORTH OLMSTED, LLC
                                           LANDERS NISSAN, LLC
                                           UAG FAYETTEVILLE I, LLC
                                           UAG FAYETTEVILLE II, LLC
                                           UAG FAYETTEVILLE III, LLC

                                           By:
                                               ---------------------------------
                                               James R. Davidson,
                                               Assistant Treasurer

Attest:
        ---------------------------------------------
         Robert H. Kurnick, Jr., Assistant Secretary


<PAGE>




                                           DIFEO HYUNDAI PARTNERSHIP
                                           DIFEO NISSAN PARTNERSHIP
                                           DIFEO CHRYSLER PLYMOUTH JEEP EAGLE
                                                    PARTNERSHIP
                                           DIFEO LEASING PARTNERSHIP
                                           DANBURY AUTO PARTNERSHIP
                                           DIFEO TENAFLY PARTNERSHIP
                                           OCT PARTNERSHIP
                                           HUDSON MOTORS PARTNERSHIP
                                           COUNTY AUTO GROUP PARTNERSHIP
                                           SOMERSET MOTORS PARTNERSHIP

                                           By:      DIFEO PARTNERSHIP, INC.
                                                    A general partner

                                           By:
                                               ---------------------------------
                                                    James R. Davidson,
                                                    Assistant Treasurer

Attest:
        ---------------------------------------------
         Robert H. Kurnick, Jr., Assistant Secretary

                                           SHANNON AUTOMOTIVE, LTD.
                                           UAG HOUSTON ACQUISITION, LTD.

                                           By:      UAG TEXAS, INC.,
                                                    a general partner

                                           By:
                                               ---------------------------------
                                                    James R. Davidson, Treasurer

Attest:
        ---------------------------------------------
         Robert H. Kurnick, Jr., Secretary

                                           CLASSIC ENTERPRISES, LLC
                                           CLASSIC NISSAN OF TURNERSVILLE, LLC

                                           By:      UAG CLASSIC, INC., Member

                                           By:
                                               ---------------------------------
                                                    James R. Davidson,
                                                    Assistant Treasurer

Attest:
        ---------------------------------------------
         Robert H. Kurnick, Jr., Assistant Secretary


<PAGE>




                                           LANDERS FORD, INC.
                                           NATIONAL CITY FORD, INC.
                                           CENTRAL FORD CENTER, INC.
                                           PIONEER FORD SALES, INC.

                                           By:
                                               ---------------------------------
                                                    James R. Davidson,
                                                    Assistant Treasurer

Attest:
        ---------------------------------------------
         Robert H. Kurnick, Jr., Assistant Secretary

                                           CLASSIC TURNERSVILLE, INC.
                                           GMG MOTORS, INC.
                                           KMPB, LLC
                                           SCOTTSDALE JAGUAR, LTD.
                                           CJNS, LLC
                                           H.B.L. HOLDINGS, INC.
                                           LANTZSCH-ANDREAS ENTERPRISES, INC.
                                           LMNS, LLC
                                           UAG VK, LLC

                                           By:
                                               ---------------------------------
                                                    James R. Davidson,
                                                    Assistant Secretary

Attest:
        ---------------------------------------------
         Robert H. Kurnick, Jr., Assistant Secretary

                                           UAG TURNERSVILLE REALTY, LLC

                                           By:
                                               ---------------------------------
                                                    James R. Davidson, Treasurer

Attest:
        ---------------------------------------------
         Robert H. Kurnick, Jr., Secretary

                                           UNITED AUTO LICENSING, LLC

                                           By:
                                               ---------------------------------
                                                    Robert H. Kurnick, Jr.,
                                                    Treasurer

Attest:
        ---------------------------------------------
         Tamara Hartke, Assistant Secretary


</TEXT>
</DOCUMENT>
