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EXHIBIT 4.1
COMMON STOCK [LOGO] PAR VALUE $.01
NUMBER SHARES
1 GPI
INCORPORATED UNDER THIS CERTIFICATE IS TRANSFERABLE
THE LAWS OF THE IN NEW YORK, NY
STATE OF DELAWARE AND RIDGEFIELD PARK, NJ
CUSIP 398905 10 9
SEE REVERSE FOR CERTAIN DEFINITIONS
GROUP 1 AUTOMOTIVE, INC.
THIS CERTIFIES THAT
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK
of Group 1 Automotive, Inc. (hereinafter referred to as the "Corporation"),
transferable on the books of the Corporation by the holder hereof in person or
by duly authorized attorney upon surrender of this certificate properly
endorsed. This certificate is not valid until countersigned and registered by
the Transfer Agent and Registrar.
Witness the seal of the Corporation and the signatures of its duly
authorized Officers.
Dated:
/s/ B.B. HOLLINGSWORTH, JR. COUNTERSIGNED AND REGISTERED:
CHAIRMAN PRESIDENT AND CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
CHIEF EXECUTIVE OFFICER TRANSFER AGENT AND REGISTRAR
[SEAL]
/s/ SCOTT L. THOMPSON BY
SENIOR VICE PRESIDENT, TREASURER AUTHORIZED SIGNATURE
AND CHIEF FINANCIAL OFFICER
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NON-NEGOTIABLE COMMEMORATIVE CERTIFICATE
GROUP 1 AUTOMOTIVE, INC.
The Corporation will furnish to the record holder of this certificate
without charge on written request to such corporation at its principal place of
business a full statement of the powers, designations, preferences and
relative, participating, optional or other special rights of each class of
stock or series thereof which such corporation is authorized to issue and the
qualifications, limitations or restrictions of such preferences and/or rights.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
TEN ENT - as tenants by the ------ --------
entireties (Cust) (Minor)
JT TEN - as joint tenants with under Uniform Gifts to
right of survivorship Minors
and not as tenants Act
in common ------------------
(State)
Additional abbreviations may also be used though not in the above list.
For Value Received, hereby sell, assign and transfer unto
--------
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
[ ]
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE)
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Shares
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of the Capital Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
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Attorney to transfer the said shares on the books of the within named
Corporation with full power of substitution in the premises.
Dated
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NOTICE: (SIGNATURE)
THE SIGNATURE(S) TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR
WITHOUT ALTERATION OR ENLARGEMENT
OR ANY CHANGE WHATEVER.
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(SIGNATURE)
THE SIGNATURE(S) SHOULD BE GURANTEED BY AN
"ELIGIBLE GURANTOR INSTITUTION" AS DEFINED
IN RULE 17 AD-16 UNDER THE SECURITIES AND
EXCHANGE ACT 103A, AS AMENDED.
Signature Guaranteed By:
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This certificate also evidences and entitles the holder hereof to
certain Rights as set forth in a Rights Agreement between Group 1 Automotive,
Inc. and ChaseMellon Shareholder Services, L.L.C., dated as of October 3, 1997
(the "Rights Agreement"), the terms of which are hereby incorporated herein by
reference and a copy of which is on file at the principal executive offices of
Group 1 Automotive, Inc. Under certain circumstances, as set forth in the
Rights Agreement, such Rights will be evidenced by seperate certificates and
will no longer be evidenced by this certificate. Group 1 Automotive, Inc. will
mail to the holder of this certificate a copy of the Rights Agreement without
charge after receipt of a written request therefor. As described in the Rights
Agreement, Rights issued to or acquired by any Acquiring Person or any
Affiliate or Associate thereof (each as defined in the Rights Agreement) shall,
under certain circumstances, become null and void.