EXHIBIT 10.23
FOURTH AMENDMENT
TO
FOURTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO FOURTH AMENDED AND RESTATED REVOLVING CREDIT
AGREEMENT (this "AMENDMENT") dated effective as of November 9, 2001, 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 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, 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 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;
WHEREAS, on December 1, 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 Third Amendment to
Fourth Amended and Restated Revolving Credit Agreement (hereinafter called the
"THIRD 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, the Second
Amendment and Third 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 further 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:
"Collateral" means the collateral described in each of the Security
Documents.
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ARTICLE II
THE LOANS
Section 2.1 Replacement Lenders. A new Section 5.17 is hereby added to
the Fourth Amended and Restated Agreement as follows:
Section 5.17 Replacement Lenders.
(a) If any Lender (i) makes a demand for compensation pursuant to
Section 5.8(a), (b) or (c), (ii) notifies the Agent of the unlawfulness
of such Lender making or maintaining Eurodollar Loans as provided in
Section 5.9, (iii) requests the Borrowers to make payments for Taxes or
Other Taxes pursuant to Section 5.14, or (iv) gives the Agent notice as
provided in Section 5.16(b) that it is unwilling to extend the Maturity
Date or fails to provide approval of such extension, then in any such
event the Company may, unless such Lender has notified the Company that
the circumstances giving rise to such event no longer apply, terminate,
in whole but not in part, the Commitments of such Lender (other than
the Agent) (the "TERMINATED LENDER") at any time upon five Business
Days' prior written notice to the Terminated Lender and the Agent (such
notice referred to herein as a "NOTICE OF TERMINATION").
(b) In order to effect the termination of the Commitments of a
Terminated Lender, the Company shall (i) obtain an agreement with one
or more Lenders to increase their Commitments or (ii) request any one
or more other Persons to become a "Lender" in place and instead of such
Terminated Lender and agree to accept its Commitments; provided,
however, that such one or more other such Persons are Eligible
Assignees reasonably acceptable to the Agent (such acceptance not to be
unreasonably withheld or delayed) and become parties by executing an
Assignment and Acceptance and (the Lenders or other Persons that agree
to accept in whole or in part the Commitments being referred to herein
as the "REPLACEMENT LENDERS"), such that the aggregate increased and/or
accepted Commitments of the Replacement Lenders under clauses (i) and
(ii) above equal the Commitments of the Terminated Lenders.
(c) The Notice of Termination shall include the name of the Terminated
Lender, the date the termination will occur (the "TERMINATION DATE"),
the Replacement Lender or Replacement Lenders to which the Terminated
Lender will assign its Commitments, and, if there will be more than one
Replacement Lender, the portion of the Terminated Lender's Commitments
to be assigned to each Replacement Lender.
(d) On the Termination Date, (i) the Terminated Lender shall by
execution and delivery of an Assignment and Acceptance assign its
Commitments to the Replacement Lender or Replacement Lenders (pro rata,
if there is more than one Replacement Lender, in proportion to the
portion of the Terminated Lender's Commitments to be assigned to each
Replacement Lender) indicated in the Notice of Termination and shall
assign to the Replacement Lender or Replacement Lenders its Loans (if
any) so assigned then outstanding (pro rata as aforesaid), (ii) the
Terminated Lender shall endorse its applicable Note(s), payable without
recourse, representation or warranty to the order of the Replacement
Lender or Replacement Lenders (pro rata as aforesaid), (iii) the
Replacement Lender or Replacement Lenders shall purchase the Note(s)
held by the Terminated Lender (pro rata as aforesaid) at a price equal
to the unpaid principal amount thereof plus interest and fees accrued
and unpaid to the Termination Date, (iv) the Company and each of its
Subsidiaries shall, upon request, execute and deliver, at its own
expense, new Notes to the Replacement Lenders in accordance with their
respective interests,
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(v) the Company shall, upon request, pay any compensation due to the
Terminated Lender pursuant to Section 5.8, and (vi) the Replacement
Lender or Replacement Lenders will thereupon (pro rata as aforesaid)
succeed to and be substituted in all respects for the Terminated Lender
to the extent of such assignment from and after such date with the like
effect as if becoming a Lender pursuant to the terms of Section 13.3.
To the extent not in conflict, the terms of Section 13.3 shall
supplement the provisions of this Section 5.17.
ARTICLE III
AFFIRMATIVE COVENANTS
Section 3.1 Insurance. Section 9.3 of the Fourth Amended and Restated
Agreement is hereby amended to read in its entirety as follows:
Section 9.3 Insurance.
(a) The Company will maintain, on a consolidated basis, insurance to
such extent and against such hazards and liabilities as is commonly
maintained by companies similarly situated or as may be required in the
Security Documents including, without limitation, with respect to Motor
Vehicles owned by Floor Plan Borrowers, naming the Agent, for the
benefit of the Lenders, as Mortgagee (in connection with any real
estate collateral), lender loss payee and additional loss payee.
(b) Unless the Company provides the Agent with evidence of the
insurance coverage as required by the Agreement or any other Loan
Document, the Agent (at its discretion, or acting at the request of the
Floor Plan Agent) may purchase insurance at the Company's expense to
protect the Lenders' interest. This insurance may, but need not, also
protect the Company's interest. If the Collateral becomes damaged, the
coverage the Agent purchases may not pay any claim the Company or any
of its Subsidiaries makes or any claim made against the Company or any
of its Subsidiaries. The Company may later cancel this coverage by
providing evidence that the Company has obtained property coverage
elsewhere.
(c) The Company is responsible for the cost of any insurance purchased
by the Agent. The cost of this insurance may be added to the
Obligations. If the cost is added to the Obligations, the interest rate
provided in Section 5.3 shall apply to such added amount. The effective
date of coverage may be the date the Company's prior coverage lapsed or
the date the Company failed to provide proof of coverage.
(d) The Company acknowledges that the coverage the Agent purchases may
be considerably more expensive than insurance the Company can obtain on
its own and may not satisfy any need for property damage coverage or
any mandatory liability insurance requirements imposed by applicable
law.
Section 3.2 Litigation and Other Notices. Section 9.6(a) of the Fourth
Amended and Restated Agreement is hereby amended to read in its entirety as
follows:
(a) Judgment. The entry of any judgment or decree against the Company
and/or any of its other Subsidiaries if the aggregate amount of such
judgment or decree exceeds One Million Dollars ($1,000,000) (after
deducting the amount with respect to which the Company or such
Subsidiary is insured and with respect to which the insurer has assumed
responsibility in writing);
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Section 3.3 Demonstrators and Rental Motor Vehicles. Section 9.13 of
the Fourth Amended and Restated Agreement is hereby amended to read in its
entirety as follows:
Section 9.13 Demonstrators and Rental Motor Vehicles. Each Borrower
shall maintain records at the premises where the Motor Vehicles are
kept evidencing which Motor Vehicles are being used as Demonstrators
and Rental Motor Vehicles.
Section 3.4 Permitted Acquisitions. Section 9.16(a) of the Fourth
Amended and Restated Agreement is hereby amended to read in its entirety as
follows:
(a) Subject to the remaining provisions of this Section 9.16 applicable
thereto and the requirements contained in the definition of Permitted
Acquisition, the Company may, from time to time after the Closing Date,
effect Permitted Acquisitions, as long as with respect thereto each of
the following conditions are satisfied:
(i) no Default or Event of Default is in existence at
the time of the consummation of such proposed Acquisition or
would exist after giving effect thereto, all representations
and warranties contained herein and in the other Loan
Documents shall be true and correct in all material respects
with the same effect as though such representations and
warranties were made on and as of the date of such proposed
Acquisition (both before and after giving effect thereto),
and no other agreement, contract or instrument to which any
Borrower is a party restricts such proposed Acquisition;
(ii) the Company shall have given the Agent and the
Lenders at least ten (10) days prior written notice of any
such proposed Acquisition (each of such notices, a "PERMITTED
ACQUISITION NOTICE"), which notice shall contain all
information related to the Auto Dealer being acquired and the
proposed Acquisition as required in the form of Acquisition
Information worksheet attached hereto as Exhibit K, and such
additional information as the Agent shall reasonably request,
including, without limitation, delivery of the expert reports
(if any) prepared by accounting, environmental, and/or other
experts which the Company has obtained as the Agent shall
reasonably request, and, if requested by Agent, a true and
correct copy of the draft purchase agreement, letter of
intent or description of material terms or similar agreements
executed by the parties thereto in connection with such
proposed Acquisition.
(iii) INTENTIONALLY DELETED
(iv) (A) as soon as available but not more than ten
(10) days after the execution thereof, a copy of the executed
purchase agreement and all related agreements, schedules and
exhibits with respect to such proposed Acquisition and (B) at
the time of delivery of the purchase agreement, certification
from the Company as to the purchase price for the acquisition
(or a formula therefor) and the estimated amount of all
related costs, fees and expenses and that, except as
described, there are no other amounts which will be payable
in connection with the respective proposed Acquisition;
(v) the Company shall have given the Agent and the
Lenders, at least ten (10) Business Days prior to the closing
date of the proposed Acquisition, a good faith estimate made
by the Company of its Consolidated Pro Forma EBITDA and
Consolidated Pro Forma Floor Plan Interest Expense, the
calculations for which, the
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Company shall have furnished to the Agent together with
audited statements from an auditor, satisfactory to the
Agent, supporting such calculations for Pro Forma Floor Plan
Interest Expense (except in the case of an Acquisition, the
total consideration exclusive of stock or other equity
consideration is $10,000,000 or less, in which event audited
statements shall not be required); and
(vi) INTENTIONALLY DELETED
(vii) INTENTIONALLY DELETED
(viii) prior to the consummation of the respective
proposed Acquisition, the Company shall furnish the Agent and
the Lenders an officer's certificate executed by the chief
financial officer of the Company, certifying as to compliance
with the requirements of the applicable preceding clauses (i)
through (vii), containing the calculations required in this
Section 9.16(a). The consummation of each Permitted
Acquisition shall be deemed to be a representation and
warranty by the Company that all conditions thereto have been
satisfied and that same is permitted in accordance with the
terms of this Agreement, which representation and warranty
shall be deemed to be a representation and warranty for all
purposes hereunder.
(ix) For each Permitted Acquisition involving the
acquisition or creation of a direct or indirect Subsidiary of
the Company, (i) not less than 100% of the capital stock or
other equity interest of such Subsidiary shall be directly
owned by the Company or another Borrower, and (ii) the
Acquisition will not have the effect of causing or requiring
any direct or indirect Subsidiary of the Company to be
engaged in the sale of new Motor Vehicles of a different
Manufacturer than the Manufacturer whose new Motor Vehicles
such Subsidiary was authorized to sell prior to the
Acquisition.
(x) The Required Lenders shall have consented in
writing to the proposed Acquisition prior to the closing
thereof; provided, however, such consent shall be deemed to
have been granted if the Required Lenders shall not have
given written notice of consent or rejection to the Agent
within seven (7) days after receipt by the Agent of the
Permitted Acquisition Notice.
ARTICLE IV
NEGATIVE COVENANTS
Section 4.1 Indebtedness. A new Subsection 10.1(n) is hereby added to
the Fourth Amended and Restated Agreement is hereby amended to read in their
entirety as follows:
(n) Indebtedness to non-Affiliated Persons (other than Subordinated
Indebtedness) secured solely by Liens permitted under Section 10.2(i);
provided that the aggregate amount of all Indebtedness permitted under
this Section 10.1(n) is less than fifteen percent (15%) of
Stockholders' Equity.
Section 4.2 Liens. A new subsection 10.2(i) is hereby added to the
Fourth Amended and Restated Agreement as follows:
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(i) Liens on real property, related real property rights (such as
rents), improvements on such real property, including fixtures
incorporated into such real property or improvements, and all
proceeds in respect thereof, provided, that the aggregate
amount of all Indebtedness secured by such Liens is less than
fifteen percent (15%) of Stockholders Equity.
Section 4.3 Interest Coverage Ratio. Section 10.15 of the Fourth
Amended and Restated Agreement is hereby amended to read in its entirety as
follows:
Section 10.15 Interest Coverage Ratio. The Company will not permit (as
of the end of any fiscal quarter) its Interest Coverage Ratio to be
less than 2.25 to 1, such ratio to be calculated as of the end of each
fiscal quarter of the Company based upon the four fiscal quarters
immediately preceding such date of determination.
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 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. Subsections 11.1(h) and (j) of the
Fourth Amended and Restated Agreement are hereby amended to read in their
entirety as follows:
(h) default or defaults (other than defaults in the payment of
principal or interest) shall be made with respect to any Indebtedness
of any Borrower, if the total amount of such Indebtedness in default
exceeds in the aggregate, an amount equal to Three Million Dollars
($3,000,000) and if the effect of any such default or defaults shall be
to accelerate, or to permit the holder or
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obligee of any such Indebtedness (or any trustee on behalf of such
holder or obligee) to accelerate (with or without notice or lapse of
time or both), the maturity of any such Indebtedness; or any payment of
principal or interest, regardless of amount, on any Indebtedness of the
Borrowers which exceeds in the aggregate, an amount equal to Three
Million Dollars ($3,000,000) shall not be paid when due, whether at
maturity, by acceleration or otherwise (after giving effect to any
period of grace as specified in the instrument evidencing or governing
such Indebtedness);
(j) there shall be entered against the Company or any of its
Subsidiaries one or more judgments or decrees in excess of Seven
Million Dollars ($7,000,000) in the aggregate at any one time
outstanding for the Company and all such Subsidiaries and all such
judgments or decrees in the amount of such excess shall not have been
vacated, discharged, stayed or bonded pending appeal within sixty (60)
days from the entry thereof, excluding those judgments or decrees for
and to the extent which the Company or any such Subsidiary is insured
and with respect to which the insurer has assumed responsibility in
writing or for and to the extent which the Company or any such
Subsidiary is otherwise indemnified if the terms of such
indemnification are satisfactory to the Required Lenders;
ARTICLE VII
MISCELLANEOUS
Section 7.1 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.
Section 7.2 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 7.3 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.
Section 7.4 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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Group 1 Realty, Inc., a Delaware corporation; Koons Ford,
Inc., a Florida corporation; Courtesy Ford, Inc., a Florida
corporation; Flamingo Ford, Inc., a Florida 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 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.., a Delaware corporation;
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; Danvers - DCIII, Inc., a
Delaware corporation; Bob Howard Chevrolet, Inc., an
Oklahoma corporation; Bob Howard Dodge, Inc., an Oklahoma
corporation; Bob Howard Motors, Inc., an Oklahoma
corporation; Bob Howard Nissan, Inc., an Oklahoma
corporation; Howard-GM II, Inc., a Delaware corporation;
Howard-H, Inc., a Delaware corporation; Howard-HA, Inc., a
Delaware corporation; Bob Howard Automotive-East, Inc., an
Oklahoma corporation; Bob Howard German Imports, Inc., an
Oklahoma corporation; Casa Chevrolet, Inc., a
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New Mexico corporation; Casa Chrysler Plymouth Jeep, Inc.,
a New Mexico corporation; Sunshine Buick Pontiac GMC Truck,
Inc., a New Mexico corporation; Luby Chevrolet Co., a
Delaware corporation; Perimeter Ford, Inc., a Delaware
corporation; GPI Atlanta-FLM, Inc., a Delaware corporation;
GPI Atlanta-F, Inc., a Georgia corporation; Key Ford, Inc.,
a Florida corporation; Shamrock Chevrolet, Inc., a Florida
corporation; Group 1 DCP, Inc., a Delaware corporation
By:
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Name: Scott L. Thompson
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Title: 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., a
Texas limited partnership; Amarillo Motors-SH, Ltd., a
Texas limited partnership; Maxwell-SM, Ltd., a Texas
limited partnership; McCall-TII, Ltd., a Texas limited
partnership; Rockwall Dodge, Ltd., a Texas limited
partnership; Amarillo Motors-FM, Ltd., a Texas limited
partnership
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:
---------------------------------------------
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:
---------------------------------------------
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
By:
---------------------------------------------
Name: Scott L. Thompson
-------------------------------------------
Title: Vice President
------------------------------------------
-13-
Group 1 LP Interests-H, Inc., a Delaware corporation; Group
1 LP Interests-S, Inc., a Delaware corporation; 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-N, Inc., a Delaware corporation; Group 1 LP
Interests-T, Inc., a Delaware corporation
By:
---------------------------------------------
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:
---------------------------------------------
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
------------------------------------------
-14-
Delaware Acquisition-F, L.L.C., a Delaware limited
liability company
By: Group 1 LP Interests-F, Inc., a Delaware
corporation
By:
---------------------------------------------
Name: Mathew J. Baer
-------------------------------------------
Title: President
------------------------------------------
-15-
AGENT AND ISSUING BANK:
THE CHASE MANHATTAN BANK
By:
------------------------------------------------------
Name: James R. Dolphin
----------------------------------------------------
Title: Senior Vice President
---------------------------------------------------
-16-
FLOOR PLAN AGENT AND SWING LINE BANK:
COMERICA BANK
By:
------------------------------------------------------
Name: Joseph A. Moran
----------------------------------------------------
Title: Senior Vice President
---------------------------------------------------
-17-
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
-18-
BMW FINANCIAL SERVICES N.A., INC.
By:
-------------------------------------------------------
Name:
-----------------------------------------------------
Title:
----------------------------------------------------
Address: 5515 Parkcenter Circle
Dublin, OH 43017
Telecopy No.: (800) 362-4269
-19-
BANK OF AMERICA, N.A.
By:
-------------------------------------------------------
Name: Bruce Clay
-----------------------------------------------------
Title: Senior Vice President
----------------------------------------------------
Address: 110 Cypress Station Drive,
Suite 200
Houston, TX 77090
Telecopy No.: (281) 537-3246
-20-
BANK OF OKLAHOMA, N.A.
By:
-------------------------------------------------------
Name: Laura Christofferson
-----------------------------------------------------
Title: Senior Vice President
----------------------------------------------------
Address: 201 Robert S. Kerr
Oklahoma City, OK 73102
Telecopy No.: (405) 272-2588
-21-
BANK ONE, 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
-22-
THE CHASE MANHATTAN BANK
By:
-------------------------------------------------------
Name: James R. Dolphin
-----------------------------------------------------
Title: Senior Vice President
----------------------------------------------------
Address: 712 Main Street
5-CBBE-78
Houston, TX 77002
Telecopy No.: (713) 216-6004
-23-
CHRYSLER FINANCIAL COMPANY, L.L.C.
By:
-------------------------------------------------------
Name: R. D. Knight
------------------------------------------------
Title: Vice President
----------------------------------------------------
Address: Dealer Credit Department
27777 Franklin Road
Southfield, MI 48034
Telecopy No.: (248) 948-3838
-24-
COMERICA BANK
By:
-------------------------------------------------------
Name: Joseph A. Moran
-----------------------------------------------------
Title: Senior Vice President
----------------------------------------------------
Address: 411 West Lafayette
MC3517, 8th Floor
Detroit, MI 48226
Telecopy No.: (313) 222-7284
-25-
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
-26-
MERCEDES BENZ CREDIT CORPORATION
By:
-------------------------------------------------------
Name:
-----------------------------------------------------
Title:
----------------------------------------------------
Address: 600 Embassy Row
Suite 160
Atlanta, GA 30328
Telecopy No.: (800) 837-7272
-27-
WELLS FARGO AUTO FINANCE
By:
-------------------------------------------------------
Name: Marvin P. Harvey
-----------------------------------------------------
Title:
----------------------------------------------------
Address: One O'Connor Plaza, Fourth Floor
Victoria, TX 77902
Telecopy No.: (361) 574-5854
-28-
TOYOTA MOTOR CREDIT CORPORATION
By:
-------------------------------------------------------
Name: Tom Brubaker
-----------------------------------------------------
Title:
----------------------------------------------------
Address: 19001 South Western Avenue
Torrance, CA 90509-2958
Telecopy No.: (800) 643-9811
-29-
U.S. BANK NATIONAL ASSOCIATION
By:
-------------------------------------------------------
Name:
-----------------------------------------------------
Title:
----------------------------------------------------
Address: 10800 N.E. 8th Street
Suite 900
Bellevue, WA 98004
Telecopy No.: (425) 450-5762
-30-
CHASE AUTO FINANCE
By:
-------------------------------------------------------
Name: David Drumm
----------------------------------------------------
Title:
-----------------------------------------------------
Address: 900 Stewart Avenue, First Floor
Garden City, NY 11530
Telecopy No.: (516) 745-4558
-31-
SOVEREIGN BANK
By:
------------------------------------------------------
Name: Kyle Bourque
----------------------------------------------------
Title: Vice President
----------------------------------------------------
Address: 75 State Street
Boston, MA 02109
Telecopy No.: (617) 757-5582
-32-