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                                                                   EXHIBIT 10.23

                         AMENDMENT TO FOURTH AMENDED AND
                       RESTATED REVOLVING CREDIT AGREEMENT


         THIS AMENDMENT TO FOURTH AMENDED AND RESTATED REVOLVING CREDIT
AGREEMENT (this "AMENDMENT") dated as of March 7, 2000, is entered into among
GROUP 1 AUTOMOTIVE, INC., a Delaware corporation (the "COMPANY"), each of the
subsidiaries of the Company listed on the signature pages attached to the Fourth
Amended and Restated Agreement (as defined herein) (the "SUBSIDIARIES") and such
other subsidiaries of the Company which have become parties to the Fourth
Amended and Restated Agreement by execution of an Addendum (the "ADDENDUM
BORROWERS") (the Company, the Subsidiaries and Addendum Borrowers are
collectively, the "BORROWERS"), the lenders listed on the signature pages
attached to the Fourth Amended and Restated Agreement (the "LENDERS"), CHASE
BANK OF TEXAS, N.A., a national banking association, as Administrative Agent for
the Lenders (in such capacity together with any successor in such capacity
pursuant to Section 12.6 of the Fourth Amended and Restated Agreement, the
"AGENT"), COMERICA BANK, a Michigan banking association, as Floor Plan Agent for
the Lenders (in such capacity together with any successor in such capacity
pursuant to Section 12.13 of the Fourth Amended and Restated Agreement, the
"FLOOR PLAN AGENT"), Bank of America, N.A., as Documentation Agent, U.S. Bank
National Association, Bank One Texas, N.A. and BankBoston, N.A., as Co-Agents.

                                   WITNESSETH:

         WHEREAS, on December 31, 1997, the Borrowers, the lenders party
thereto, the Agent and the Floor Plan Agent entered into the Revolving Credit
Agreement (the "INITIAL AGREEMENT"), whereby, upon the terms and conditions
therein stated, such lenders agreed to make loans to the Borrowers up to the
aggregate amount of $125,000,000, to be used by the Borrowers for the purposes
set forth in Section 9.9 of the Initial Agreement; and

         WHEREAS, on, June 19, 1998, the Borrowers, the lenders party thereto,
the Agent and the Floor Plan Agent amended the Initial Agreement and entered
into an Amended and Restated Revolving Credit Agreement (hereinafter called the
"AMENDED AND RESTATED AGREEMENT") whereby, upon the terms and conditions therein
stated, such lenders agreed to make loans to the Borrowers up to the aggregate
amount of $345,000,000 to be used by the Borrowers for the purposes set forth in
Section 9.9 of the Amended and Restated Agreement; and

         WHEREAS, on, November 10, 1998, the Borrowers, the lenders party
thereto, the Agent and the Floor Plan Agent amended the Amended and Restated
Agreement and entered into the Second Amended and Restated Revolving Credit
Agreement (hereinafter called the "SECOND AMENDED AND RESTATED AGREEMENT")
whereby, upon the terms and conditions therein stated, such Lenders agreed to
make loans to the Borrowers up to the aggregate amount of $425,000,000 to be
used by the Borrowers for the purposes set forth in Section 9.9 of the Second
Amended and Restated Agreement; and


GROUP 1 AUTOMOTIVE, INC./CHASE BANK OF TEXAS, N.A.
First Amendment to Fourth Amended and Restated Revolving Credit Agreement


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         WHEREAS, on, May 12, 1999, the Borrowers, the lenders parties thereto,
the Agent and the Floor Plan Agent amended the Second Amended and Restated
Revolving Credit Agreement and entered into the Third Amended and Restated
Revolving Credit Agreement (hereinafter called the "THIRD AMENDED AND RESTATED
AGREEMENT") whereby, upon the terms and conditions therein stated, such lenders
agreed to make loans to the Borrowers up to the aggregate amount of $500,000,000
to be used by the Borrowers for the purposes set forth in Section 9.9 of the
Third Amended and Restated Agreement; and

         WHEREAS, on, October 15, 1999, and effective as of November 1, 1999,
the Borrowers, the lenders parties thereto, the Agent and the Floor Plan Agent
amended the Third Amended and Restated Revolving Credit Agreement and entered
into the Fourth Amended and Restated Revolving Credit Agreement (hereinafter
called the "FOURTH AMENDED AND RESTATED AGREEMENT") whereby, upon the terms and
conditions therein stated, such lenders agreed to make loans to the Borrowers up
to the aggregate amount of $1,000,000,000 to be used by the Borrowers for the
purposes set forth in Section 9.9 of the Fourth Amended and Restated Agreement;
and

         WHEREAS, the Borrowers, the Lenders, the Agent and the Floor Plan Agent
mutually desire to amend certain aspects of the Fourth Amended and Restated
Agreement as set forth herein; and

         WHEREAS, unless otherwise expressly provided in this Amendment,
capitalized terms used in this Amendment shall have the same meanings specified
in the Fourth Amended and Restated Agreement; and

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties hereto agree as follows:

                                    ARTICLE 1

                               NEGATIVE COVENANTS

         Section 1.1 Restricted Payments. Section 10.13(d) of the Fourth Amended
and Restated Agreement is hereby amended to read in its entirety as follows:

                  (d) the Company may purchase shares of its capital stock (i)
         to sell to employees of the Company pursuant to a Company sponsored
         employee stock purchase plan, provided that such sales price is not
         less than 85% of the Company's cost, and (ii) from directors, officers
         and employees, provided that the aggregate amount of such purchases
         under this clause (ii) does not exceed $5,000,000 in any consecutive
         twelve (12) month period.


GROUP 1 AUTOMOTIVE, INC./CHASE BANK OF TEXAS, N.A.
First Amendment to Fourth Amended and Restated Revolving Credit Agreement


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                                    ARTICLE 2

                         REPRESENTATIONS AND WARRANTIES

         Section 2.1 Representations Repeated. The representations and
warranties of the Borrowers contained in the Fourth Amended and Restated
Agreement and the other Loan Documents and otherwise made in writing by or on
behalf of the Borrowers pursuant to the Fourth Amended and Restated Agreement
and the other Loan Documents were true and correct when made, and are true and
correct in all material respects at and as of the time of delivery of this
Amendment, except for such changes in the facts represented and warranted as are
not in violation of the Fourth Amended and Restated Agreement, this Amendment or
the other Loan Documents.

         Section 2.2 Loan Documents. All Loan Documents to which the Borrowers
are a party shall secure the Notes and all of the Indebtedness and Obligations
of the Borrowers to the Lenders as such Indebtedness and Obligations are
increased and modified by this Amendment, whether or not such Loan Documents
shall be expressly amended or supplemented in connection herewith.

         Section 2.3 Compliance with Obligations. The Borrowers have performed
and complied with all agreements and conditions contained in the Fourth Amended
and Restated Agreement and the Loan Documents required to be performed or
complied with by the Borrowers prior to or at the time of delivery of this
Amendment.

         Section 2.4 Defaults. There exists, and after giving effect to this
Amendment will exist, no default or Event of Default, or any condition, or act
which constitutes, or with notice or lapse of time (or both) would constitute an
Event of Default under any loan agreement, note agreement, or trust indenture to
which the Borrowers are a party.

         Section 2.5 No Amendments. Nothing in this Article 2 of this Amendment
is intended to amend any of the representations or warranties contained in the
Fourth Amended and Restated Agreement.

                                    ARTICLE 3

                                  MISCELLANEOUS

         Section 3.1 Extent of Amendments. Except as otherwise expressly
provided herein, the Fourth Amended and Restated Agreement, the Loan Documents,
the Notes and the other instruments and agreements referred to therein are not
amended, modified or affected by this Amendment. Except as expressly set forth
herein, all of the terms, conditions, covenants, representations, warranties and
all other provisions of the Fourth Amended and Restated Agreement are herein
ratified and confirmed and shall remain in full force and effect.


GROUP 1 AUTOMOTIVE, INC./CHASE BANK OF TEXAS, N.A.
First Amendment to Fourth Amended and Restated Revolving Credit Agreement


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         Section 3.2 References. On and after the date on which this Amendment
becomes effective, the terms, "this Agreement," "hereof," "herein," "hereunder"
and terms of like import, when used herein or in the Fourth Amended and Restated
Agreement shall, except where the context otherwise requires, refer to the
Fourth Amended and Restated Agreement, as amended by this Amendment.

         Section 3.3 Counterparts. This Amendment may be executed in two or more
counterparts, and it shall not be necessary that the signatures of all parties
hereto be contained on any one counterpart hereof; each counterpart shall be
deemed an original, but all of which together shall constitute one and the same
instrument.



                   [SIGNATURES FOLLOWING ON SUCCEEDING PAGES]



GROUP 1 AUTOMOTIVE, INC./CHASE BANK OF TEXAS, N.A.
First Amendment to Fourth Amended and Restated Revolving Credit Agreement



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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the ___ day of ________, 2000.


BORROWERS:                          GROUP 1 AUTOMOTIVE, INC.,
                                    a Delaware corporation


                                    By:
                                       ----------------------------------------
                                    Name: Scott L. Thompson
                                    Title: Senior Vice President

                                    COURTESY NISSAN, INC., a Texas corporation;
                                    FOYT MOTORS, INC., a Texas corporation; BOB
                                    HOWARD AUTOMOTIVE-H, INC., an Oklahoma
                                    corporation; BOB HOWARD DODGE, INC., an
                                    Oklahoma corporation; BOB HOWARD MOTORS,
                                    INC., an Oklahoma corporation; HOWARD
                                    PONTIAC-GMC, INC., an Oklahoma corporation;
                                    ROUND ROCK NISSAN, INC., a Texas
                                    corporation; SMC LUXURY CARS, INC., a Texas
                                    corporation; MIKE SMITH AUTOPLAZA, INC., a
                                    Texas corporation; SMITH, LIU & CORBIN,
                                    INC., a Texas corporation; SMITH, LIU &
                                    KUTZ, INC., a Texas corporation; SOUTHWEST
                                    TOYOTA, INC., a Texas corporation; TOWN
                                    NORTH IMPORTS, Inc., a Texas corporation;
                                    TOWN NORTH NISSAN, INC., a Texas
                                    corporation; TOWN NORTH SUZUKI, INC., a
                                    Texas corporation; COURTESY FORD, INC., a
                                    Florida corporation; GROUP 1 FORD, INC., a
                                    Texas corporation; BOB HOWARD NISSAN, INC.,
                                    an Oklahoma corporation; KOONS FORD, INC., a
                                    Florida corporation; PERIMETER FORD, INC., a
                                    Delaware corporation; MIKE SMITH
                                    AUTOMOTIVE-N, INC., a Texas corporation;
                                    MIKE SMITH AUTOPLEX, INC., a Texas
                                    corporation; MIKE SMITH AUTOPLEX BUICK,
                                    INC., a Texas corporation; MIKE SMITH
                                    AUTOPLEX DODGE, INC., a Texas corporation;
                                    MIKE SMITH AUTOPLEX-GERMAN IMPORTS, INC., a
                                    Texas corporation; MIKE SMITH

GROUP 1 AUTOMOTIVE, INC./CHASE BANK OF TEXAS, N.A.
First Amendment to Fourth Amended and Restated Revolving Credit Agreement
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                                    AUTOPLEX-V, INC., a Texas corporation; CASA
                                    CHRYSLER PLYMOUTH JEEP, INC., a New Mexico
                                    corporation; CASA CHEVROLET, INC., a New
                                    Mexico corporation; FLAMINGO FORD, INC., a
                                    Florida corporation; HIGHLAND AUTOPLEX,
                                    INC., a Texas corporation; WORLD AUTOMOTIVE
                                    GROUP, INC., a Florida corporation; MMK
                                    INTERESTS, INC., a Texas corporation; BOB
                                    HOWARD CHEVROLET, INC., an Oklahoma
                                    corporation; HOWARD AUTOMOTIVE GROUP, Inc.,
                                    an Oklahoma corporation; MIKE SMITH L/M,
                                    INC., a Delaware corporation; MIKE SMITH GM,
                                    INC., a Delaware corporation; MCKINNEY
                                    DODGE, INC., a Texas corporation; LUBY
                                    CHEVROLET CO., a Delaware corporation; BOB
                                    HOWARD AUTOMOTIVE-EAST, INC., an Oklahoma
                                    corporation; MIKE SMITH MOTORS, INC., a
                                    Texas corporation; SUNSHINE BUICK PONTIAC
                                    GMC TRUCK, INC., a New Mexico corporation;
                                    MIKE SMITH IMPORTS, INC., a Texas
                                    corporation; JIM TIDWELL FORD, INC., a
                                    Delaware corporation; MIKE SMITH
                                    AUTOMOTIVE-H, INC., a Texas corporation;
                                    KINGWOOD MOTORS-H, INC., a Texas
                                    corporation; LUBBOCK MOTORS, INC., a Texas
                                    corporation; BOB HOWARD AUTOMOTIVE-A, INC.,
                                    an Oklahoma corporation; BOB HOWARD
                                    AUTOMOTIVE-J, INC., an Oklahoma corporation;
                                    BOB HOWARD GERMAN IMPORTS, INC., an Oklahoma
                                    corporation; BOB HOWARD AUTOMOTIVE-V, INC.,
                                    an Oklahoma corporation; MCCALL AUTOMOTIVE
                                    GROUP, Inc., a Delaware corporation; LUBBOCK
                                    MOTORS-M, Inc., a Delaware corporation;
                                    JOHNS AUTOMOTIVE GROUP, INC., a New Mexico
                                    corporation; GPI ACQUISITION-I, INC., a
                                    Texas corporation


                                    By:
                                       ----------------------------------------
                                    Name: Scott L. Thompson
                                    Title: Vice President


GROUP 1 AUTOMOTIVE, INC./CHASE BANK OF TEXAS, N.A.
First Amendment to Fourth Amended and Restated Revolving Credit Agreement
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                                    GROUP 1 REALTY, INC., a Delaware
                                    corporation; HARVEY-T, INC., a Delaware
                                    corporation; HARVEY HOLDINGS, INC., a
                                    Delaware corporation; KEY FORD, INC., a
                                    Florida corporation; DANVERS - DCII, INC., a
                                    Delaware corporation; GROUP 1 ASSOCIATES,
                                    INC., a Delaware corporation; DANVERS - DC,
                                    INC., a Delaware corporation; DANVERS - GM,
                                    INC., a Delaware corporation; DANVERS - S,
                                    INC., a Delaware corporation; DANVERS - SU,
                                    INC., a Delaware corporation; DANVERS - T,
                                    INC., a Delaware corporation; DANVERS - TL,
                                    INC., a Delaware corporation


                                    By:
                                       ----------------------------------------
                                    Name: Scott L. Thompson
                                    Title: President


                                    KUTZ AUTO GROUP, INC., a Texas corporation


                                    By:
                                       ----------------------------------------
                                    Name: Scott L. Thompson
                                    Title: Assistant Vice President


                                    MAXWELL CHRYSLER, PLYMOUTH, DODGE, JEEP,
                                    EAGLE, LTD., a Texas limited partnership;
                                    PRESTIGE CHRYSLER PLYMOUTH SOUTH, LTD., a
                                    Texas limited partnership; PRESTIGE CHRYSLER
                                    PLYMOUTH NORTHWEST, LTD., a Texas limited
                                    partnership; HIGHLAND AUTOPLEX II, LTD., a
                                    Texas limited partnership; MAXWELL FORD,
                                    LTD., a Texas limited partnership

                                    By: MMK INTERESTS, INC., a Texas corporation

                                    By:
                                       ----------------------------------------
                                    Name: Scott L. Thompson
                                    Title: Vice President


GROUP 1 AUTOMOTIVE, INC./CHASE BANK OF TEXAS, N.A.
First Amendment to Fourth Amended and Restated Revolving Credit Agreement
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                                    COLONIAL CHRYSLER-PLYMOUTH, LTD., a Texas
                                    limited partnership; CHAPERRAL DODGE, LTD.,
                                    a Texas limited partnership

                                    By: KUTZ AUTO GROUP, INC., a Texas
                                        corporation


                                    By:
                                       ----------------------------------------
                                    Name: Scott L. Thompson
                                    Title: Assistant Vice President


                                    LUBBOCK MOTORS-F, LTD., a Texas limited
                                    partnership; LUBBOCK MOTORS-T, LTD., a Texas
                                    limited partnership; ROCKWALL AUTOMOTIVE-F,
                                    LTD., a Texas limited partnership; AMARILLO
                                    MOTORS-C, LTD., a Texas limited partnership;
                                    AMARILLO MOTORS-J, LTD., a Texas limited
                                    partnership; AMARILLO MOTORS-F, LTD., a
                                    Texas limited partnership

                                    By: LUBBOCK MOTORS, INC., a Texas
                                        corporation


                                    By:
                                       ----------------------------------------
                                    Name: Scott L. Thompson
                                    Title: Vice President


GROUP 1 AUTOMOTIVE, INC./CHASE BANK OF TEXAS, N.A.
First Amendment to Fourth Amended and Restated Revolving Credit Agreement
   9


                                    GROUP 1 HOLDINGS-DC, L.L.C., a Delaware
                                    limited liability company; GROUP 1
                                    HOLDINGS-F, L.L.C., a Delaware limited
                                    liability company; GROUP 1 HOLDINGS-GM,
                                    L.L.C., a Delaware limited liability
                                    company; GROUP 1 HOLDINGS-H, L.L.C., a
                                    Delaware limited liability company; GROUP 1
                                    HOLDINGS-N, L.L.C., a Delaware limited
                                    liability company; GROUP 1 HOLDINGS-S,
                                    L.L.C., a Delaware limited liability
                                    company; GROUP 1 HOLDINGS-T, L.L.C., a
                                    Delaware limited liability company

                                    By: GROUP 1 AUTOMOTIVE, INC., a Delaware
                                        corporation


                                    By:
                                       ----------------------------------------
                                    Name: Scott L. Thompson
                                    Title: Senior Vice President


                                    HARVEY OPERATIONS-T, LLC, a Delaware limited
                                    liability company

                                    By: HARVEY-T, INC., a Delaware corporation

                                    By:
                                       ----------------------------------------
                                    Name: Scott L. Thompson
                                    Title: President


                                    HARVEY GM, LLC, a Delaware limited liability
                                    company; HARVEY FORD, LLC, a Delaware
                                    limited liability company

                                    By: HARVEY HOLDINGS, INC., a Delaware
                                        corporation

                                    By:
                                       ----------------------------------------
                                    Name: Scott L. Thompson
                                    Title: President


GROUP 1 AUTOMOTIVE, INC./CHASE BANK OF TEXAS, N.A.
First Amendment to Fourth Amended and Restated Revolving Credit Agreement
   10


                                    GPI, LTD., a Texas limited partnership

                                    By: GROUP 1 ASSOCIATES, INC., a Delaware
                                        corporation

                                    By:
                                       ----------------------------------------
                                    Name: Scott L. Thompson
                                    Title: President


GROUP 1 AUTOMOTIVE, INC./CHASE BANK OF TEXAS, N.A.
First Amendment to Fourth Amended and Restated Revolving Credit Agreement
   11


                                    GROUP 1 LP INTERESTS-DC, INC., a Delaware
                                    corporation; GROUP 1 LP INTERESTS-F, INC., a
                                    Delaware corporation; GROUP 1 LP
                                    INTERESTS-GM, Inc., a Delaware corporation;
                                    GROUP 1 LP INTERESTS-H, INC., a Delaware
                                    corporation; GROUP 1 LP INTERESTS-N, INC., a
                                    Delaware corporation; GROUP 1 LP
                                    INTERESTS-S, INC., a Delaware corporation;
                                    GROUP 1 LP INTERESTS-T, INC., a Delaware
                                    corporation

                                    By:
                                       ----------------------------------------
                                    Name: Janet Giles
                                    Title: President


                                    DELAWARE ACQUISITION-CC, L.L.C., a Delaware
                                    limited liability company

                                    By: GROUP 1 LP INTERESTS-DC, INC., a
                                        Delaware corporation


                                    By:
                                       ----------------------------------------
                                    Name: Janet Giles
                                    Title: President


                                    DELAWARE ACQUISITION-GM, L.L.C., a Delaware
                                    limited liability company

                                    By: GROUP 1 INTERESTS-GM, INC., a Delaware
                                        corporation


                                    By:
                                       ----------------------------------------
                                    Name: Janet Giles
                                    Title: President


GROUP 1 AUTOMOTIVE, INC./CHASE BANK OF TEXAS, N.A.
First Amendment to Fourth Amended and Restated Revolving Credit Agreement
   12


                                    DELAWARE ACQUISITION-T, L.L.C., a Delaware
                                    limited liability company

                                    By: GROUP 1 LP INTERESTS-T, INC., a Delaware
                                        corporation


                                    By:
                                       ----------------------------------------
                                    Name: Janet Giles
                                    Title: President


                                    DELAWARE ACQUISITION-F, L.L.C., a Delaware
                                    limited liability company

                                    By: GROUP 1 LP INTERESTS-F, INC., a Delaware
                                        corporation


                                    By:
                                       ----------------------------------------
                                    Name: Janet Giles
                                    Title: President


                                    DELAWARE ACQUISITION-Z, L.L.C., a Delaware
                                    limited liability company

                                    By: GROUP 1 HOLDINGS, INC., a Delaware
                                        corporation


                                    By:
                                       ----------------------------------------
                                    Name: Janet Giles
                                    Title: President


GROUP 1 AUTOMOTIVE, INC./CHASE BANK OF TEXAS, N.A.
First Amendment to Fourth Amended and Restated Revolving Credit Agreement
   13


AGENT AND ISSUING BANK:             CHASE BANK OF TEXAS, N.A.


                                    By:
                                       ----------------------------------------
                                    Name: James R. Dolphin
                                    Title: Senior Vice President





GROUP 1 AUTOMOTIVE, INC./CHASE BANK OF TEXAS, N.A.
First Amendment to Fourth Amended and Restated Revolving Credit Agreement
   14


FLOOR PLAN AGENT                     COMERICA BANK
AND SWING LINE BANK


                                     By:
                                        ---------------------------------------
                                     Name: Joseph A. Moran
                                     Title: Senior Vice President


GROUP 1 AUTOMOTIVE, INC./CHASE BANK OF TEXAS, N.A.
First Amendment to Fourth Amended and Restated Revolving Credit Agreement
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LENDERS:                             AMARILLO NATIONAL BANK


                                     By:
                                        ---------------------------------------
                                     Name: R. Wesley Savage
                                     Title: Executive Vice President

                                     Address: P. O. Box 1
                                              Amarillo, Texas 79105

                                     Telecopy No.: (806) 378-8395


GROUP 1 AUTOMOTIVE, INC./CHASE BANK OF TEXAS, N.A.
First Amendment to Fourth Amended and Restated Revolving Credit Agreement
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                                     BMW FINANCIAL SERVICES N.A., INC.


                                     By:
                                        ---------------------------------------
                                     Name: James A. Janson
                                     Title: Manager, Retailer Commercial
                                            Financial Services

                                     Address: 5515 Parkcenter Circle
                                              Dublin, OH 43017

                                     Telecopy No.: (800) 362-4269


GROUP 1 AUTOMOTIVE, INC./CHASE BANK OF TEXAS, N.A.
First Amendment to Fourth Amended and Restated Revolving Credit Agreement
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                                     BANKBOSTON, N.A.


                                     By:
                                        ---------------------------------------
                                     Name: Mark Mazmanian
                                     Title: Vice President

                                     Address: 858 Washington Street
                                              MS: MA EAS 77-01-14
                                              Dedham, MA  02026

                                     Telecopy No.: (781) 320-2880


GROUP 1 AUTOMOTIVE, INC./CHASE BANK OF TEXAS, N.A.
First Amendment to Fourth Amended and Restated Revolving Credit Agreement
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                                     BANK OF AMERICA, N.A.


                                     By:
                                        ---------------------------------------
                                     Name: Bruce Clay
                                     Title: Senior Vice President

                                     Address: 110 Cypress Station Drive,
                                              Suite 200
                                              Houston, Texas 77090

                                     Telecopy No.: (281) 537-3246


GROUP 1 AUTOMOTIVE, INC./CHASE BANK OF TEXAS, N.A.
First Amendment to Fourth Amended and Restated Revolving Credit Agreement
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                                     BANK OF OKLAHOMA, N.A.


                                     By:
                                        ---------------------------------------
                                     Name: Laura Christofferson
                                     Title: Senior Vice President

                                     Address: 201 Robert S. Kerr
                                              Oklahoma City, Oklahoma 73102

                                     Telecopy No.: (405) 272-2588


GROUP 1 AUTOMOTIVE, INC./CHASE BANK OF TEXAS, N.A.
First Amendment to Fourth Amended and Restated Revolving Credit Agreement
   20


                                     BANK ONE TEXAS, N.A.


                                     By:
                                         --------------------------------------
                                     Name: Jeffrey D. Edge
                                     Title: Vice President

                                     Address: 1424 East North Belt, Suite 100
                                              Houston, TX 77032

                                     Telecopy No.: (281) 985-2931


GROUP 1 AUTOMOTIVE, INC./CHASE BANK OF TEXAS, N.A.
First Amendment to Fourth Amended and Restated Revolving Credit Agreement
   21


                                     CHASE BANK OF TEXAS, N.A.


                                     By:
                                        ---------------------------------------
                                     Name: James R. Dolphin
                                     Title: Senior Vice President

                                     Address: 712 Main Street
                                              5-CBBE-78
                                              Houston, TX 77002

                                     Telecopy No.: (713) 216-6004


GROUP 1 AUTOMOTIVE, INC./CHASE BANK OF TEXAS, N.A.
First Amendment to Fourth Amended and Restated Revolving Credit Agreement
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                                     CHRYSLER FINANCIAL COMPANY, L.L.C.

                                     By:
                                        ---------------------------------------
                                     Name:
                                          -------------------------------------
                                     Title:
                                           ------------------------------------

                                     Address: Dealer Credit Department
                                              27777 Franklin Road
                                              Southfield, Michigan 48034

                                     Telecopy No.: (248) 948-3838


GROUP 1 AUTOMOTIVE, INC./CHASE BANK OF TEXAS, N.A.
First Amendment to Fourth Amended and Restated Revolving Credit Agreement
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                                     COMERICA BANK


                                     By:
                                        ---------------------------------------
                                     Name: Joseph A. Moran
                                     Title: Senior Vice President

                                     Address: 411 West Lafayette MC3517,
                                              8th Floor
                                              Detroit, Michigan 48226

                                     Telecopy No.: (313) 222-6077


GROUP 1 AUTOMOTIVE, INC./CHASE BANK OF TEXAS, N.A.
First Amendment to Fourth Amended and Restated Revolving Credit Agreement
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                                     FORD MOTOR CREDIT COMPANY


                                     By:
                                        ---------------------------------------
                                     Name: William C. Van Horn
                                     Title: Major Accounts Executive

                                     Address: The American Road
                                              Dearborn, MI 48121

                                     Telecopy No.: (313) 390-5459


GROUP 1 AUTOMOTIVE, INC./CHASE BANK OF TEXAS, N.A.
First Amendment to Fourth Amended and Restated Revolving Credit Agreement
   25


                                     GENERAL MOTORS ACCEPTANCE
                                     CORPORATION



                                     By:
                                        ---------------------------------------
                                     Name: Jeffrey G. McLeod
                                     Title: Vice President

                                     Address: GMAC National Accounts Dept.
                                              GMAC Building 3-132
                                              3044 West Grand Boulevard
                                              Detroit, Michigan 48202

                                     Telecopy No.: (313) 974-4450

GROUP 1 AUTOMOTIVE, INC./CHASE BANK OF TEXAS, N.A.
First Amendment to Fourth Amended and Restated Revolving Credit Agreement
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                                     NORWEST BANK MINNESOTA, N.A.


                                     By:
                                        ---------------------------------------
                                     Name: Brent Fossey
                                     Title: Vice President, Auto Finance Group

                                     Address: 55 East Fifth Street
                                              St. Paul, Minnesota 55101-2304

                                     Telecopy No.: (651) 205-8496


GROUP 1 AUTOMOTIVE, INC./CHASE BANK OF TEXAS, N.A.
First Amendment to Fourth Amended and Restated Revolving Credit Agreement
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                                     TOYOTA MOTOR CREDIT CORPORATION


                                     By:
                                        ---------------------------------------
                                     Name:
                                          -------------------------------------
                                     Title:
                                           ------------------------------------

                                     Address: 19001 South Western Avenue
                                              Torrance, California 90509-2958

                                     Telecopy No.: (800) 643-9811


GROUP 1 AUTOMOTIVE, INC./CHASE BANK OF TEXAS, N.A.
First Amendment to Fourth Amended and Restated Revolving Credit Agreement
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                                     U.S. BANK NATIONAL ASSOCIATION


                                     By:
                                        ---------------------------------------
                                     Name:
                                          -------------------------------------
                                     Title:
                                           ------------------------------------

                                     Address: 10800 N.E. 8th Street, Suite 900
                                              Bellevue, WA 98004

                                     Telecopy No.: (425) 450-5762


GROUP 1 AUTOMOTIVE, INC./CHASE BANK OF TEXAS, N.A.
First Amendment to Fourth Amended and Restated Revolving Credit Agreement
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                                     WORLD OMNI FINANCIAL CORP.


                                     By:
                                        ---------------------------------------
                                     Name: Bruce Wohlleb
                                     Title: Vice President


                                     Address: 120 NW 12th Avenue
                                              Deerfield Beach, FL 33442


                                     Telecopy No.: (954) 420-3301





GROUP 1 AUTOMOTIVE, INC./CHASE BANK OF TEXAS, N.A.
First Amendment to Fourth Amended and Restated Revolving Credit Agreement