1 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 1 2 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 2 3 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 3 4 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 4 5 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 6 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 7 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 8 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 15 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 16 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 17 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 18 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 19 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 22 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 23 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 24 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 26 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 27 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 28 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 29 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