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EXHIBIT 10.25
THIRD AMENDMENT TO FOURTH AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT
THIS THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED REVOLVING CREDIT
AGREEMENT (this "AMENDMENT") dated effective as of December 1, 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 Revolving Credit Agreement (as defined
herein) (the "SUBSIDIARIES") and such other subsidiaries of the Company which
have become parties to the Fourth Amended and Restated Revolving Credit
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 Revolving Credit Agreement (the "LENDERS"), The Chase Manhattan Bank
(as successor by merger to CHASE BANK OF TEXAS, N.A.), 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 Revolving Credit
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 Revolving
Credit Agreement, the "FLOOR PLAN AGENT"), Bank of America, N.A., as
Documentation Agent, U.S. Bank National Association, and Bank One Texas, 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
WHEREAS, on May 12, 1999, the Borrowers, the Lenders parties thereto,
the Agent and the Floor Plan Agent amended the Second Amended and Restated
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
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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 Agreement and entered into the Fourth
Amended and Restated Revolving Credit 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;
WHEREAS, on March 7, 2000, the Borrowers, the Lenders parties thereto,
the Agent and the Floor Plan Agent amended the Fourth Amended and Restated
Revolving Credit Agreement and entered into the Amendment to Fourth Amended and
Restated Revolving Credit Agreement (hereinafter called the "FIRST AMENDMENT")
whereby, upon the terms and conditions therein stated, such Lenders and the
Borrowers agreed to amend the "Restricted Payments" provision set forth in
Section 10.13(d) of the Fourth Amended and Restated Revolving Credit Agreement;
WHEREAS, on May 22, 2000, the Borrowers, the Lenders parties thereto,
the Agent and the Floor Plan Agent amended the Fourth Amended and Restated
Revolving Credit Agreement and entered into the Second Amendment to Fourth
Amended and Restated Revolving Credit Agreement (hereinafter called the "SECOND
AMENDMENT") whereby, upon the terms and conditions therein stated, such Lenders
and the Borrowers agreed to amend certain provisions of the Fourth Amended and
Restated Revolving Credit Agreement (the Fourth Amended and Restated Revolving
Credit Agreement as amended by the First Amendment and the Second Amendment is
collectively referred to herein as the "FOURTH AMENDED AND RESTATED AGREEMENT");
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.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties hereto agree as follows:
ARTICLE I
CERTAIN DEFINED TERMS, ACCOUNTING TERMS AND CONSTRUCTION
Section 1.1 Certain Defined Terms. As used in the Fourth Amended and
Restated Agreement, the following terms are amended or added thereto, as
applicable, and have the following meanings:
"ACQUISITION LOAN ADVANCE LIMIT" means, as of any Borrowing Date of an
Acquisition Loan, for the Company and its Subsidiaries on a consolidated basis,
calculated as of the last day of the most recently ended fiscal quarter or year
for which financial statements have been delivered under either Section 7.5 or
9.5, an amount equal to the lesser of (a) $198,000,000 minus (i) the amount of
the Reserve Commitment and (ii) the amount of the Excess/Payments in Process
Commitment; and (b) the sum of (i) the aggregate amount for all Qualifying
Subsidiaries of two (2)
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times the difference between Pro Forma EBITDA of each such Qualifying Subsidiary
minus Pro Forma Interest Expense of each such Qualifying Subsidiary plus (ii)
the lesser of (y) the aggregate amount for all Qualifying Ford Subsidiaries of
two (2) times the difference between Pro Forma EBITDA of each such Qualifying
Ford Subsidiary minus Pro Forma Interest Expense of each such Qualifying Ford
Subsidiary, or (z) the amount derived under clause (x) of the definition of the
Ford Borrower Liability Amount. If the purpose of any Borrowing of an
Acquisition Loan is to make a Permitted Acquisition, then the foregoing amounts
shall be calculated to give effect to such Permitted Acquisition as if such
Acquisition had been consummated on or before the last day of the fiscal quarter
immediately preceding such Borrowing Date.
"EXCESS/PAYMENTS IN PROCESS PORTION" has the meaning specified in
Section 9.12(b)(i).
"EXCESS/PAYMENTS OVERAGE AMOUNT" has the meaning specified in Section
9.12(b)(ii).
ARTICLE II
THE FLOOR PLAN LOANS
Section 2.1 Interest on Loans. Section 5.2(c) of the Fourth Amended and
Restated Agreement is hereby amended to read as follows:
Subject to the provisions of Section 5.3, (i) each Eurodollar
Loan which is an Acquisition Loan shall bear interest at a
rate per annum (computed on the basis of the actual number of
days elapsed over a year of 360 days) equal to the lesser of
(1) the LIBO Rate for the Interest Period in effect for such
Loan plus the Applicable Margin for Eurodollar Acquisition
Loans and (2) the Highest Lawful Rate; and (ii) each
Eurodollar Loan which is a Floor Plan Loan shall bear interest
at a rate per annum (computed on the basis of the actual
number of days elapsed over a year of 360 days) equal to the
lesser of (1) the LIBO Rate for the Interest Period in effect
for such Loan plus 1.125% and (2) the Highest Lawful Rate.
ARTICLE III
AFFIRMATIVE COVENANTS
Section 3.1 Audits. Sections 9.12(b) and (c) of the Fourth Amended and
Restated Agreement are hereby amended to read in their entirety as follows:
(b) Excess/Payments in Process.
(i) Notwithstanding the provisions of Article III,
other than Section 3.4, a portion of the Acquisition Loan
Commitment (the "EXCESS/PAYMENTS IN PROCESS PORTION") in an
amount equal to the lesser of (y) Five Million Dollars
($5,000,000) and (z) subject to Section 3.4, the entire
remaining unused portion of the Acquisition Loan Commitment,
which amount may be increased from time to time as provided in
Section 9.12(b) or otherwise in the sole reasonable
determination of the Floor Plan Agent, shall be reserved and
except for the purposes specified in this Section 9.12(b),
shall not be available for funding Acquisition Loans.
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(ii) If and to the extent audits performed from time
to time by the Floor Plan Agent as provided in Section 9.12(a)
reveal that any Motor Vehicles of the Floor Plan Borrowers are
for any such calendar month Out of Balance by more than the
Excess/Payments in Process Portion (the "EXCESS/PAYMENTS
OVERAGE AMOUNT"), the Floor Plan Agent shall so notify the
Company and (y) the Excess/Payments in Process Portion shall
increase by an amount equal to the Excess/Payments Overage
Amount; or (z) if the Excess/Payments in Process Portion, plus
the Excess/Payments Overage Amount exceeds the Acquisition
Loan Advance Limit, the Company shall deposit, or shall cause
other Floor Plan Borrowers to deposit, into an account with
the Floor Plan Agent, sufficient funds so as to cause the
Borrowings with respect to any such Motor Vehicles and/or
Floor Plan Loans which are Out of Balance to be in compliance
with the Floor Plan Advance Limits. At such time as no
Excess/Payments Overage Amount exists, the Excess/Payments in
Process Portion shall be reduced to the amount that existed
immediately prior to the increase pursuant to the existence of
such Excess/Payments Overage Amount.
(c) Delivery of Audits. Within thirty (30) days after the end of
each quarter of each fiscal year of the Company, the Floor
Plan Agent shall deliver to the Agent a summary of the audits
of Motor Vehicles of each of the Floor Plan Borrowers
performed by the Floor Plan Agent during the fiscal quarter
just ended, setting forth therein a spread sheet reflecting
for all Floor Plan Borrowers all Motor Vehicles Out of Balance
at any time during such fiscal quarter each such Motor Vehicle
was Out of Balance. The Agent shall promptly deliver a copy of
such report to each Lender.
ARTICLE IV
NEGATIVE COVENANTS
Section 4.1 Liens. A new subsection 10.2(h) is hereby added to the
Fourth Amended and Restated Agreement as follows:
(h) Liens securing Indebtedness of any Borrower in connection with
the purchase from Ford Motor Company or any of its affiliates
or the financing by Ford Motor Credit or any of its affiliates
of Motor Vehicles in transit to such Borrower prior to the
occurrence of a Draft in respect of any such Motor Vehicles;
provided, however, that such Liens shall be limited to the
specific Motor Vehicles of a Borrower being so purchased or
financed; and provided further that such Liens shall be
terminated and discharged, with respect to a Motor Vehicle,
upon the occurrence of a Draft with respect thereto;
ARTICLE V
REPRESENTATIONS AND WARRANTIES
Section 5.1 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 in all material respects 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
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the Fourth Amended and Restated Agreement, this Amendment or the other Loan
Documents or which were limited to an earlier date.
Section 5.2 Loan Documents. All Loan Documents to which the Borrowers
are a party are modified by this Amendment, whether or not such Loan Documents
shall be expressly amended or supplemented in connection herewith.
Section 5.3 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 5.4 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.
ARTICLE VI
EVENTS OF DEFAULT
Section 6.1 Events of Default. Section 11.1(n) of the Fourth Amended
and Restated Agreement is hereby amended to read in its entirety as follows:
(n) An audit performed by the Floor Plan Agent pursuant to the
provisions of Section 9.12(a) reveals that (i) Motor Vehicles
have, for a period of thirty (30) consecutive days been Out of
Balance in an amount greater than the Excess/Payments Overage
Amount or (ii) the Excess/Payments in Process Portion, plus
the Excess/Payments Overage Amount exceeds the Acquisition
Loan Advance Limit; and neither the Company nor any of the
Floor Plan Borrowers has delivered sufficient funds to an
account with the Floor Plan Agent as required pursuant to
Section 9.12(b)(ii).
ARTICLE VII
MISCELLANEOUS
Section 7.1 Schedule I. Schedule I to the Fourth Amended and Restated
Agreement is hereby deleted in its entirety and replaced with the Schedule I
attached hereto and incorporated herein by reference.
Section 7.2 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.
Section 7.3 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
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otherwise requires, refer to the Fourth Amended and Restated Agreement, as
amended by this Amendment.
Section 7.4 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.
Section 7.5 Governing Law; Jurisdiction. This Amendment, the Agreement,
the Notes, the other Loan Documents and all other documents executed in
connection herewith, shall be deemed to be contracts and agreements executed by
the Borrowers, the Agent, the Floor Plan Agent and the Lenders under the laws of
the State of Texas and of the United States of America and for all purposes
shall be governed by, and construed and interpreted in accordance with, the laws
of said state and of the United States of America and as otherwise provided in
the Agreement.
[SIGNATURES FOLLOW ON SUCCEEDING PAGES]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.
BORROWERS:
GROUP 1 AUTOMOTIVE, INC.,
a Delaware corporation
By:
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Name: Scott L. Thompson
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Title: Senior Vice President
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Courtesy Nissan, Inc., a Texas corporation; Foyt
Motors, Inc., a Texas corporation; Bob Howard
Automotive-H, Inc., an Oklahoma corporation; Howard
Pontiac-GMC, Inc., an Oklahoma corporation; Round
Rock Nissan, Inc., a Texas corporation; Mike Smith
Autoplaza, Inc., a Texas corporation; Smith, Liu &
Kutz, 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; 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 Autoplex-V, Inc., a Texas corporation;
Highland Autoplex, Inc., a Texas corporation; Mike
Smith GM, Inc., a Delaware corporation; Mike Smith
Motors, Inc., a Texas corporation; Mike Smith
Imports, Inc., a Texas corporation; Jim Tidwell
Ford, Inc., a Delaware corporation; Mike Smith
Automotive-H, Inc., a Delaware corporation; Johns
Automotive Group, Inc., a New Mexico corporation;
GPI Acquisition-I, Inc., a Texas corporation;
Harvey-T, Inc., a Delaware corporation; Harvey
Holdings, Inc., a Delaware corporation; Howard-SI,
Inc., a Delaware corporation; Howard-DC, Inc., a
Delaware corporation; Howard-GM, Inc., a Delaware
corporation; McCall-H, Inc., a Texas corporation;
McCall-SI, Inc., a Texas corporation; Group 1
Associates, Inc., a Delaware corporation; GPI
Atlanta-T, Inc.
By:
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Name: Scott L. Thompson
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Title: Vice President
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Group 1 Realty, Inc., a Delaware corporation
By:
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Name: Scott L. Thompson
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Title: President
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Danvers - DCII, 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:
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Name: Scott L. Thompson
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Title: Vice President
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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; Maxwell Ford, Ltd., a Texas
limited partnership; Colonial Chrysler-Plymouth,
Ltd., a Texas limited partnership; Chaperral Dodge,
Ltd., a Texas limited partnership; 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; GPI, Ltd., a Texas
limited partnership; McCall - TL, Ltd., a Texas
limited partnership; McCall - HA, Ltd., a Texas
limited partnership; McCall - T, Ltd., a Texas
limited partnership; Kutz - DC, Ltd., a Texas
limited partnership; Lubbock Motors, Ltd., a Texas
limited partnership; Maxwell-FII, Ltd., a Texas
limited partnership; Lubbock Motors-S, Ltd., a Texas
limited partnership, Amarillo Motors-SM, Ltd.,
Amarillo Motors-SH, Ltd.,
By: Group 1 Associates, Inc., a Delaware
corporation, as general partner
By:
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Name: Scott L. Thompson
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Title: Vice President
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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, as sole
member
By:
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Name: Scott L. Thompson
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Title: Senior Vice President
---------------------------------
Harvey Operations-T, LLC, a Delaware limited
liability company
By: Harvey-T, Inc., a Delaware
corporation, as sole member
By:
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Name: Scott L. Thompson
----------------------------------
Title: Vice President
---------------------------------
Harvey GM, LLC, a Delaware limited liability
company; Harvey Ford, LLC, a Delaware limited
liability company
By: Harvey Holdings, Inc., a
Delaware corporation, as sole
member
By:
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Name: Scott L. Thompson
----------------------------------
Title: Vice President
---------------------------------
IRA Automotive Group, LLC, a Delaware limited
liability company
By: Danvers - T, Inc.,
a Delaware corporation, as
sole member
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By:
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Name: Scott L. Thompson
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Title: Vice President
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Bob Howard Dodge, Inc., an Oklahoma corporation;
Bob Howard German Imports, Inc., an Oklahoma
corporation; Casa Chrysler Plymouth Jeep, Inc., a
New Mexico corporation; Group 1 LP Interests-DC,
Inc., a Delaware corporation
By: Group 1 Holdings-DC, L.L.C.,
a Delaware limited liability company,
By: Group 1 Automotive, Inc.,
Delaware corporation, as sole
member
By:
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Name: Scott L. Thompson
-----------------------------------------
Title: Senior Vice President
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Koons Ford, Inc., a Florida corporation; Courtesy
Ford, Inc., a Florida corporation; Flamingo Ford, Inc.,
a Florida corporation; Jim Tidwell Ford, Inc., a
Delaware corporation; Group 1 LP Interests-F, Inc., a
Delaware corporation; Perimeter Ford, Inc., a
Delaware corporation; Key Ford, Inc., a Florida
corporation
By: Group 1 Holdings-F, L.L.C.,
a Delaware limited liability
company
By: Group 1 Automotive, Inc.,
a Delaware corporation, as sole
member
By:
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Name: Scott L. Thompson
-----------------------------------------
Title: Senior Vice President
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Bob Howard Automotive-East, Inc., an Oklahoma
corporation; Bob Howard Chevrolet, Inc., an
Oklahoma corporation; Casa Chevrolet, Inc., a New
Mexico corporation; Sunshine Buick Pontiac GMC
Truck, Inc., a New Mexico corporation; Luby
Chevrolet Co., a Delaware corporation; Group 1 LP
Interests-GM, Inc., a Delaware corporation; Shamrock
Chevrolet, Inc., a Florida corporation
By: Group 1 Holdings-GM, L.L.C.,
a Delaware limited liability company
By: Group 1 Automotive, Inc.,
a Delaware corporation, as sole
member
By:
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Name: Scott L. Thompson
-----------------------------------------
Title: Senior Vice President
----------------------------------------
Bob Howard Nissan, Inc., an Oklahoma corporation;
Group 1 LP Interests-N, Inc., a Delaware corporation
By: Group 1 Holdings-N, L.L.C.,
a Delaware limited liability company
By: Group 1 Automotive, Inc.,
a Delaware corporation, as sole
member
By:
-------------------------------------------
Name: Scott L. Thompson
-----------------------------------------
Title: Senior Vice President
----------------------------------------
Bob Howard Motors, Inc., an Oklahoma corporation;
Group 1 LP Interests-T, Inc., a Delaware corporation
By: Group 1 Holdings-T, L.L.C.,
a Delaware limited liability company
By: Group 1 Automotive, Inc.,
a Delaware corporation, as sole
member
By:
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Name: Scott L. Thompson
-----------------------------------------
Title: Senior Vice President
----------------------------------------
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Group 1 LP Interests-H, Inc., a Delaware corporation;
Group 1 LP Interests-S, Inc., a Delaware corporation
By:
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Name: Mathew J. Baer
-----------------------------------------
Title: President
----------------------------------------
Delaware Acquisition-DC, L.L.C.,
A Delaware limited liability company
By: Group 1 LP Interests-DC,
Inc., a Delaware corporation
By:
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Name: Mathew J. Baer
-----------------------------------------
Title: President
----------------------------------------
Delaware Acquisition-GM, L.L.C., a
Delaware limited liability company
By: Group 1 Interests-GM, Inc.,
a Delaware corporation
By:
-------------------------------------------
Name: Mathew J. Baer
-----------------------------------------
Title: President
----------------------------------------
Delaware Acquisition-T, L.L.C., a
Delaware limited liability company
By: Group 1 LP Interests-T, Inc.,
a Delaware corporation
By:
-------------------------------------------
Name: Mathew J. Baer
-----------------------------------------
Title: President
----------------------------------------
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Delaware Acquisition-F, L.L.C., a Delaware limited
liability company
By: Group 1 LP Interests-F, Inc.,
a Delaware corporation
By:
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Name: Mathew J. Baer
-----------------------------------------
Title: President
----------------------------------------
AGENT AND ISSUING BANK:
THE CHASE MANHATTAN BANK
By:
----------------------------------------------------
Name: James R. Dolphin
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Title: Senior Vice President
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FLOOR PLAN AGENT AND SWING LINE BANK:
COMERICA BANK
By:
----------------------------------------------------
Name: Joseph A. Moran
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Title: Senior Vice President
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LENDERS:
AMARILLO NATIONAL BANK
By:
----------------------------------------------------
Name: R. Wesley Savage
--------------------------------------------------
Title: Executive Vice President
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Address: P. O. Box 1
Amarillo, Texas 79105
Telecopy No.: (806) 378-8395
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BMW FINANCIAL SERVICES N.A., INC.
By:
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Name: James A. Janson
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Title: Manager, Retailer Commercial Finance
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Address: 5515 Parkcenter Circle
Dublin, OH 43017
Telecopy No.: (800) 362-4269
BANK OF AMERICA, N.A.
By:
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Name: Bruce Clay
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Title: Senior Vice President
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Address: 110 Cypress Station Drive,
Suite 200
Houston, TX 77090
Telecopy No.: (281) 537-3246
BANK OF OKLAHOMA, N.A.
By:
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Name: Laura Christofferson
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Title: Senior Vice President
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Address: 201 Robert S. Kerr
Oklahoma City, OK 73102
Telecopy No.: (405) 272-2588
BANK ONE TEXAS, N.A.
By:
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Name: Jeffrey D. Edge
----------------------------------------
Title: Vice President
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Address: 1424 East North Belt,
Suite 100
Houston, TX 77032
Telecopy No.: (281) 985-2931
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THE CHASE MANHATTAN BANK
By:
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Name: James R. Dolphin
------------------------------------
Title: Senior Vice President
-----------------------------------
Address: 712 Main Street
5-CBBE-78
Houston, TX 77002
Telecopy No.: (713) 216-6004
CHRYSLER FINANCIAL COMPANY, L.L.C.
By:
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Name: Devon Cohen
------------------------------------
Title: Vice President/General Manager
-----------------------------------
Address: Dealer Credit Department
27777 Franklin Road
Southfield, MI 48034
Telecopy No.: (248) 948-3838
COMERICA BANK
By:
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Name: Joseph A. Moran
------------------------------------
Title: Senior Vice President
-----------------------------------
Address: 411 West Lafayette
MC3517, 8th Floor
Detroit, MI 48226
Telecopy No.: (313) 222-7284
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FORD MOTOR CREDIT COMPANY
By:
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Name: William C. Van Horn
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Title: Major Accounts Executive
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Address: The American Road
Dearborn, MI 48121
Telecopy No.: (313) 390-5459
MERCEDES BENZ CREDIT CORPORATION
By:
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Name:
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Title:
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Address: 600 Embassy Row
Suite 160
Atlanta, GA 30328
Telecopy No.: (800) 837-7272
NORWEST BANK MINNESOTA, N.A.
By:
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Name: Brent Fossey
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Title: Vice President, Auto Finance Group
-----------------------------------
Address: 55 East Fifth Street
St. Paul, MN 55101-2304
Telecopy No.: (651) 205-8496
TOYOTA MOTOR CREDIT CORPORATION
By:
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Name: Joseph Steib
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Title: National Dealer Credit Manager
-----------------------------------
Address: 19001 South Western Avenue
Torrance, CA 90509-2958
Telecopy No.: (800) 643-9811
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U.S. BANK NATIONAL ASSOCIATION
By:
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Name:
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Title:
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Address: 10800 N.E. 8th Street
Suite 900
Bellevue, WA 98004
Telecopy No.: (425) 450-5762
WORLD OMNI FINANCIAL CORP.
By:
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Name: Bruce Wohlleb
------------------------------------
Title: Vice President
-----------------------------------
Address: 120 NW 12th Avenue
Deerfield Beach, FL 33442
Telecopy No.: (954) 420-3301
CHASE AUTO FINANCE
By:
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Name:
------------------------------------
Title:
-----------------------------------
Address: 900 Stewart Avenue, First
Floor
Garden City, NY 11530
Telecopy No.: (516) 745-4558
SOVEREIGN BANK
By:
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Name:
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Title:
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Address: 75 State Street
Boston, MA 02109
Telecopy No.: (617) 757-5582
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SCHEDULE 1
BANKS AND COMMITMENTS
ACQUISITION FLOOR PLAN
LOAN LOAN TOTAL
BANK COMMITMENT COMMITMENT COMMITMENTS
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The Chase Manhattan Bank 8,800,000 31,200,000 40,000,000
Comerica Bank 14,300,000 50,700,000 65,000,000
Ford Motor Credit Company 44,000,000 156,000,000 200,000,000
Bank of America, N.A. 13,200,000 46,800,000 60,000,000
Bank One Texas, N.A. 12,100,000 42,900,000 55,000,000
World Omni Financial Corp. 19,800,000 70,200,000 90,000,000
U.S. Bank National Association 11,000,000 39,000,000 50,000,000
Toyota Motor Credit Corporation 22,000,000 78,000,000 100,000,000
Bank of Oklahoma, N.A. 3,300,000 11,700,000 15,000,000
BMW Financial Services, N.A., Inc. 2,200,000 7,800,000 10,000,000
Chrysler Financial Company, L.L.C. 22,000,000 78,000,000 100,000,000
Amarillo National Bank 2,200,000 7,800,000 10,000,000
Norwest Bank Minnesota, N.A. 4,400,000 15,600,000 20,000,000
Mercedes Benz Credit Corporation 4,400,000 15,600,000 20,000,000
Sovereign Bank 12,100,000 42,900,000 55,000,000
Chase Auto Finance 2,200,000 7,800,000 10,000,000
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TOTAL $ 198,000,000 $ 702,000,000 $ 900,000,000
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SCHEDULE I