1
EXHIBIT 10.54
STOCK PLEDGE AGREEMENT
THIS STOCK PLEDGE AGREEMENT (this "Pledge
Agreement") is made and executed as of the 19th day of December, 1997, by GROUP
1 AUTOMOTIVE, INC., a Delaware corporation ("Group 1"), and each Subsidiary of
Group 1 executing this Pledge Agreement on the signature pages hereof or on any
supplement, addendum or modification hereof (each a "Pledgor" and collectively
"Pledgors"), in favor of TEXAS COMMERCE BANK NATIONAL ASSOCIATION, a national
banking association, as Administrative Agent for and representative of (in such
capacity, "Agent") itself and such banks as may from time to time be a "Bank"
under the Credit Agreement (hereinafter defined) (Agent and such other Banks are
sometimes collectively referred to herein as "Pledgees").
W I T N E S S E T H:
WHEREAS, pursuant to that certain Revolving
Credit Agreement (as modified or restated from time to time, the "Credit
Agreement") dated as of December 31, 1997, by and among Agent, Comerica Bank, as
Floor Plan Agent, the Pledgees, as the Banks thereunder, and Pledgors as the
Borrowers thereunder (the "Borrowers"), Pledgees have agreed to make Loans
available to Borrowers upon the terms and conditions set forth therein (unless
otherwise defined herein, each term used herein with its initial letter
capitalized shall have the meaning given to such term in the Credit Agreement);
and
WHEREAS, in consideration for the agreement
of Pledgees to make monies available to Borrowers under the Credit Agreement,
each Pledgor has agreed to pledge all shares of capital stock or equity
interests of the Subsidiaries of the respective Pledgor.
NOW, THEREFORE, for valuable consideration,
the receipt and sufficiency of which are hereby acknowledged and confessed,
Pledgors hereby agree with Agent and Pledgees as follows:
1. Pledge. Upon the terms hereof, the
Pledgors hereby pledge and assign to Agent, and grant to Agent, for the benefit
of Pledgees and any other holder from time to time of any Note or any of the
indebtedness evidenced thereby, a security interest in, all of the rights,
titles and interests of Pledgors in and to the following: (all of the following
being sometimes referred to herein collectively as the "Pledged Interests"): (a)
all of the issued and outstanding shares of capital stock or other equity
interests (the "Pledged Shares") now or hereafter owned by any Pledgor in all
Subsidiaries of such Pledgor, including, without limitation, the shares and
interests described on Exhibit A attached hereto and incorporated herein by
reference for all purposes (as Exhibit A may be amended or supplemented from
time to time)(each such Subsidiary of a Borrower being herein sometimes referred
to as a "Company"), but excluding the stock of any Subsidiary acquired or
established after the date hereof in the case that any automobile franchise
agreement to which such Subsidiary is a party prohibits the pledging or
collateral assignment of such Subsidiary's stock; (b) all cash, securities,
dividends, and other property at any time and from time to time receivable or
otherwise distributed in respect of or in exchange for any or all of the shares
and interests described in clause (a) hereof and any other property substituted
or exchanged therefor; and (c) any and all proceeds or other sums arising from
or by virtue of, and all dividends and distributions (cash or otherwise) payable
and/or distributable with respect to, all or any of the shares and interests
described in the preceding clauses (a) and (b) hereof.
2. Secured Obligation. The security interest
herein granted (the "Security Interest") shall secure the prompt and
complete payment and performance when due (whether at the stated maturity, by
acceleration or otherwise) of all the Obligations under and as defined in the
Credit Agreement. Upon full payment and performance of the Obligations, the
Security Interest shall, at the request and expense of Pledgor, be released by
Agent and Pledgees.
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3. Representations and Warranties; Related
Covenants. Pledgors represent, warrant, covenant and agree to and with
Agent and Pledgees that: (a) each Pledgor is the legal and beneficial owner of
the Pledged Interests; (b) all of the Pledged Shares currently outstanding and
described on Exhibit A are duly authorized and issued, fully paid and
non-assessable, and all documentary, stamp or other taxes or fees owing in
connection with the issuance, transfer and/or pledge thereof have been paid; (c)
to the knowledge of Pledgors, no dispute, right of setoff, counterclaim or
defense exists with respect to all or any part of the Pledged Interests; (d) the
Pledged Interests are free and clear of all liens, mortgages, pledges, charges,
security interests or other encumbrances, options, warrants, puts, calls and
other rights of third persons, and restrictions, other than (i) the Security
Interest, (ii) restrictions on transferability imposed by applicable state and
federal securities laws, and (iii) the restrictions, if any, contained in each
Company's Dealer Franchise Agreements; (e) Pledgors have full corporate or other
applicable power, right and authority to pledge the Pledged Interests for the
purposes and upon the terms set out herein, and the execution, delivery and
performance of this Pledge Agreement are not in contravention of any indenture,
agreement or undertaking to which any Pledgor as a party or by which any Pledgor
is bound, except where such contravention would not have a Material Adverse
Effect or a material adverse effect on Group 1 or the Pledgors; (f) the original
stock certificates representing all of the Pledged Shares have been delivered to
Agent, together with a duly executed blank stock power with signatures
guaranteed, for each certificate; (g) the Pledged Shares and Interests described
on Exhibit A constitute (i) all of the issued and outstanding capital stock of
each of the Companies and (ii) the indicated number of shares and/or ownership
interest percentages of the entities as shown on Exhibit A; (h) none of the
Companies have issued, nor are there outstanding, any options, warrants or other
rights in favor of any Pledgor to acquire capital stock of any of the Companies
nor other interests of any of the Non-Subsidiary Entities; and (i) the Companies
constitute all of the Subsidiaries of Pledgor on the date hereof.
4. Covenants. (a) Further Acts,
Assurances. Pledgors covenant and agree to from time to time promptly execute
and deliver to Agent all such other assignments, certificates, supplemental
writings and financing statements as Agent requests in order to perfect or
evidence the Security Interest. Pledgors further agree that if any Pledgor shall
at any time acquire any additional shares of the capital stock of any class of
any of the Companies, or any additional interests of ownership of any kind of
any Subsidiary, and whether such acquisition shall be by purchase, exchange,
reclassification, dividend or otherwise, such Pledgor shall, as soon as
practically possible, (and without the necessity for any request or demand by
Agent) deliver the certificates representing such shares or interests to Agent,
in the same manner and with the same effect as described in Sections 1 through 3
hereof. Upon delivery, such shares or evidences of ownership shall thereupon
constitute Pledged Interests and shall be subject to the Security Interest
herein created, for the purposes and upon the terms and conditions set forth in
this Pledge Agreement, the Credit Agreement, the Notes and the other Loan
Documents.
(b) No Transfer or Hypothecation. Pledgors
will not, without the prior written consent of Agent, transfer, assign, dispose
of any right, title or interest of Pledgors, or any of them, in the Pledged
Interests, or any part thereof, or create directly or indirectly any other
security interest or otherwise encumber any of the Pledged Interests, or permit
any of the Pledged Interests to ever be or become subject to any warrant, put,
option or other rights of third Persons or any attachment, execution,
sequestration or other legal or equitable process, or any security interest or
encumbrance of any kind, except the Security Interest. Pledgor will warrant and
defend the Security Interest created hereby against the claims of all third
parties other than Pledgees.
(c) Enforcement. Pledgors shall enforce or
secure in the name of Agent for the Pledgees the performance of each and every
obligation, term, covenant, condition and agreement relating to the Pledged
Interests, and Pledgors shall appear in and defend any action or proceeding
arising under, occurring out of or in any manner connected with the Pledged
Interests, and upon request by Agent, Pledgors will do so in the name and on
behalf of Pledgees, but at the expense of Pledgors, and Pledgors shall pay all
costs and expenses of Agent and Pledgees, including, but not limited to,
attorneys' fees and disbursements, in any action or proceeding in which Pledgees
may appear.
(d) Inspection. Pledgors shall allow Agent
to inspect all records of Pledgors relating to the Pledged Interests, and to
make and take away copies of such records.
(e) Changes. Pledgors shall promptly notify
Agent of any material change in any fact or circumstance warranted or
represented by any Pledgor in this Pledge Agreement
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or in any other writing furnished by any Pledgor to Agent in connection with the
Pledged Interests or this Pledge Agreement.
(f) Claims. Pledgors shall promptly
notify Agent of any claim, action or proceeding affecting title to the Pledged
Interests, or any part thereof, or the Security Interest, and at the request of
Agent, appear in and defend, at Pledgors' expense, any such action or
proceeding.
(g) Costs. Pledgors shall promptly pay
to Agent the amount of all reasonable costs and expenses of Agent and/or the
Pledgees, including, but not limited to, reasonable attorneys' fees, incurred by
Agent or Pledgees in connection with this Pledge Agreement and the enforcement
of the rights of Agent or Pledgees hereunder, in accordance with Section 13.4 of
the Credit Agreement.
5. Conversions; etc. Should the Pledged
Interests, or any part thereof, ever be in any manner converted by any of the
Companies into another property of the same or another type or any money or
other proceeds ever be paid or delivered to Pledgors as a result of Pledgors'
rights in the Pledged Interests, then in any such event (except as otherwise
provided herein), all such property, money and other proceeds shall be and/or
become part of the Pledged Interests, and Pledgors covenant forthwith to pay or
deliver to Agent all of the same which is susceptible of delivery; and at the
same time, if Agent deems it necessary and so requests, Pledgors will properly
endorse or assign the same to Agent for the benefit of Pledgees. Without
limiting the generality of the foregoing, Pledgors hereby agree that the shares
of capital stock of the surviving corporation in any merger or consolidation
involving any of the Companies or any of the Pledged Interests shall be deemed
to constitute the same property as the Pledged Interests. With respect to any
such property of a kind requiring an additional security agreement, financing
statement or other writing to perfect a security interest therein in favor of
Pledgees, Pledgors will forthwith execute and deliver to Agent, such
documentation as Agent shall request to create and perfect its liens and
security interests herein.
6. Payments on the Pledged Interests.
Subject to the terms of Section 9, with respect to any instruments or warrants
that are or become part of the Pledged Interests, Agent, without notice to
Pledgors, shall have the right at any time and from time to time, after the
occurrence and during the continuance of an Event of Default, to notify and
direct each of the Companies to thereafter make all payments on such Pledged
Interests directly to Agent, regardless of whether any Pledgor was previously
making collections thereon, and, with respect to such instruments or warrants
that are stock certificates, shares of capital or permanent reserve fund stock
or beneficial interest, or other securities, Agent shall have authority, after
the occurrence and during the continuance of an Event of Default, without
further notice to Pledgors, either to have them registered in Agent's name, or
in the name of Agent's nominee, or, with or without registration, to demand of
each of the Companies, and to receive a receipt for, any and all distributions
payable with respect thereto, regardless of the medium in which paid and whether
they be ordinary or extraordinary. Each of the Companies shall be fully
protected in relying on the written statement of Agent that it then holds the
Security Interest which entitles it to receive such payment. The receipt of
Agent for such payment shall be full acquittance therefor to each of the
Companies, and Pledgors agree, at the request of Agent, to execute and deliver a
letter to each of the Companies acknowledging this right of Agent; provided,
that the failure of any Pledgor to execute and deliver such letter shall not
affect or limit the rights of Agent or Pledgees set forth herein.
7. Preservation of Pledged Interests.
Neither Agent nor Pledgees shall have any responsibility for or obligation or
duty with respect to all or any part of the Pledged Interests or any matter or
proceeding arising out of or relating thereto, including, without limitation,
any obligation or duty to collect any sums due in respect thereof or to protect
or preserve any rights against prior parties or any other rights pertaining
thereto, it being understood and agreed that Pledgors shall be responsible
generally for the preservation of all rights in the Pledged Interests.
8. Collection of the Loan. Neither Agent nor
Pledgees shall ever be liable for any failure to use due diligence in
the collection of any and all amounts due and owing under the Notes, the Credit
Agreement or any other Loan Documents, or any part thereof.
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9. Rights of Parties Before and After the Occurrence of an
Event of Default.
(a) Exercising Rights Prior to an Event of Default. Unless
and until an Event of Default shall occur and be continuing,
(i) Each Pledgor shall be entitled to receive all
cash dividends paid to such Pledgor in respect of or
attributable to the Pledged Interests owned by such Pledgor
and any and all other Distributions (hereinafter defined),
except as provided in the following sentence. Notwithstanding
the foregoing, Agent shall be entitled to receive, whether or
not an Event of Default has occurred, any and all
Distributions of stock, whether as a result of a stock
dividend, stock split or otherwise. As used herein
"Distributions" shall mean the retirement, redemption,
purchase or other acquisition for value of the Pledged
Interests, the declaration or payment of any dividend or other
distribution on or with respect to the Pledged Interests, and
any other payment made with respect to the Pledged Interests.
All such Distributions of stock and, after and during the
continuance of an Event of Default, any and all other
Distributions, shall if received by any Person other than
Agent, be held in trust for the benefit of Pledgees and shall
forthwith be delivered to Agent (accompanied by proper
instruments of assignment and/or stock and/or bond powers
executed by the applicable Pledgor in accordance with Agent's
instructions) to be held subject to the terms of this Pledge
Agreement. Any cash proceeds of the Pledged Interests which
come into the possession of Agent or Pledgees after the
occurrence and during the continuance of an Event of Default
may, at Agent's option, be applied in whole or in part to the
Obligations (to the extent then due), or be released in whole
or in part to or on the written instructions of the applicable
Pledgor. Neither Agent nor any Pledgees shall be obligated to
make any investment of such proceeds or shall have any
liability to Pledgors for any loss which may result therefrom.
All interest and other amounts earned from any investment of
such proceeds may be dealt with by Agent for the Pledgees in
the same manner as other cash proceeds.
(ii) Each Pledgor shall have the right to vote and
give consents with respect to all of the Pledged Interests
owned by it and to consent to, ratify, or waive notice of any
and all meetings; provided that such right shall in no case be
exercised for any purpose contrary to, or in violation of, any
of the terms or provisions of this Pledge Agreement, the
Notes, the Credit Agreement, or any other Loan Document.
(b) Exercising Rights After the Occurrence of an Event of
Default. Upon the occurrence and during the continuance of an Event of Default,
Agent, without the consent of Pledgors, may:
(i) At any time vote or consent in respect of any of
the Pledged Interests and authorize any Pledged Interests to
be voted and such consents to be given, ratify and
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waive notice of any and all meetings, and take such other
action as shall seem desirable to Agent, in its discretion, to
protect or further the interests of Pledgees in respect of any
of the Pledged Interests as though it were the outright owner
thereof, and, each Pledgor hereby irrevocably constitutes and
appoints Agent, after the occurrence and during the
continuance of an Event of Default, its sole proxy and
attorney-in-fact, with full power of substitution to vote and
act with respect to any and all Pledged Interests standing in
the name of such Pledgor or with respect to which such Pledgor
is entitled to vote and act. The proxy and power of attorney
herein granted are coupled with interests, are irrevocable,
and shall continue throughout the term of this Pledge
Agreement;
(ii) In respect of any Pledged Interests, join in
and become a party to any plan of recapitalization,
reorganization or readjustment (whether voluntary or
involuntary) as shall seem desirable to Agent in respect of
any such Pledged Interests, and deposit any such Pledged
Interests under any such plan; make any exchange,
substitution, cancellation or surrender of such Pledged
Interests required by any such plan and take such action with
respect to any such Pledged Interests as may be required by
any such plan or for the accomplishment thereof; and no such
disposition, exchange, substitution, cancellation or surrender
shall be deemed to constitute a release of Pledged Interests
from the Security Interest of this Pledge Agreement;
(iii) Receive all payments of whatever kind made upon
or with respect to any Pledged Interests; and
(iv) Transfer into its name, or into the name or
names of its nominee or nominees, all or any of the Pledged
Shares or the Pledged Interests.
(c) Right of Sale After the Occurrence of an Event of Default.
Upon the occurrence and during the continuance of an Event of Default, Agent may
sell, without recourse to judicial proceedings, by way of one or more contracts,
with the right (except at private sale) to bid for and buy, free from any right
of redemption, the Pledged Shares and/or Pledged Interests or any part thereof,
upon five (5) days' notice (which notice is agreed to be reasonable notice for
the purposes hereof) to Pledgor of the time and place of sale, for cash, upon
credit or for future delivery, at Agent's option and in Agent's complete
discretion:
(i) At public sale, including a sale at any broker's
board or exchange; or
(ii) At private sale in any manner which will not
require the Pledged Interests, or any part thereof, to be
registered in accordance with The Securities Act of 1933, as
amended, or the rules and regulations promulgated thereunder,
or any other law or regulation, at the best price reasonably
obtainable by Agent at any such private sale or other
disposition in the manner mentioned above. Agent is also
hereby authorized, but not obligated, to take such actions,
give such notices, obtain such consents, and do such other
things as Agent may deem required or appropriate in the event
of sale or disposition of any
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of the Pledged Interests. Pledgors understand that Agent may
in its discretion approach a restricted number of potential
purchasers and that a sale under such circumstances may yield
a lower price for the Pledged Interests, or any portion
thereof, than would otherwise be obtainable if the same were
registered and sold in the open market. Pledgors agree (A)
that in the event Agent shall so sell the Pledged Interests,
or any portion thereof, at such private sale or sales, Agent
shall have the right to rely upon the advice and opinion of
any member firm of a national securities exchange as to the
best price reasonably obtainable upon such a private sale
thereof (any expense borne by Agent in obtaining such advice
to be paid by Pledgors as an expense related to the exercise
by Agent of its rights hereunder), and (B) that such reliance
shall be conclusive evidence that Agent handled such matter in
a commercially reasonable manner. Pledgees shall be under no
obligation to take any steps to permit the Pledged Interests
to be sold at a public sale or to delay a sale to permit the
Companies to register the Pledged Interests for public sale
under The Securities Act of 1933 or applicable state
securities law.
In case of any sale by the Agent of the Pledged Interests on
credit or for future delivery, the Pledged Interests sold may be retained by
Agent until the selling price is paid by the purchaser, but Agent shall incur no
liability in case of failure of the purchaser to take up and pay for the Pledged
Interests so sold. In case of any such failure, such Pledged Interests so sold
may be again similarly sold.
In connection with the sale of the Pledged Interests, Agent
is authorized, but not obligated, to limit prospective purchasers to the extent
deemed necessary or desirable by Agent to render such sale exempt from the
registration requirements of The Securities Act of 1933, as amended, and any
applicable state securities laws, and no sale so made in good faith by Agent
shall be deemed not to be "commercially reasonable" because so made.
(d) Other Rights After an Event of Default. Upon the
occurrence and during the continuance of an Event of Default, Agent, at its
election, may exercise any and all rights available to a secured party under the
Uniform Commercial Code as enacted in the State of Texas or other applicable
jurisdiction, as amended, in addition to any and all other rights afforded
hereunder, under the Notes, under the other Loan Documents, at law, in equity or
otherwise.
(e) Application of Proceeds. Any and all proceeds ever
received by Pledgees from any disposition of the Pledged Interests, or any part
thereof or the exercise of any other right pursuant hereto shall be applied as
provided in Section 12.1(d) of the Credit Agreement.
10. Notices. Whenever this Pledge Agreement requires or
permits any consent, approval, notice, request or demand from any one party to
another, the consent, approval, notice, request or demand shall be deemed given
if given in accordance with Section 13.1 of the Credit Agreement.
11. Right to File as Financing Statement. Agent shall have the
right at any time to execute and file this Pledge Agreement as a financing
statement, but the failure of Agent to do so shall not impair the validity or
enforceability of this Pledge Agreement or the Security Interest.
12. Waiver of Certain Rights. (a) To the full extent that it
may lawfully so agree Pledgors agree that Pledgors will not at any time plead,
claim or take the benefit of any appraisement, valuation, stay, extension,
moratorium or redemption law now or hereafter in force in order to prevent or
delay the enforcement of this Pledge Agreement, or the absolute sale of all or
any part of the Pledged Interests or the
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possession thereof by any purchaser at any sale hereunder, and Pledgors hereby
waive the benefit of all such laws to the extent Pledgors lawfully may do so.
Each right, power and remedy of Agent or Pledgees provided for in this Pledge
Agreement or now or hereafter existing at law or in equity or by statute or
otherwise shall be cumulative and concurrent and shall be in addition to every
other right, power or remedy provided for in this Pledge Agreement or now or
hereafter existing at law or in equity or by statute or otherwise, and the
exercise or beginning of the exercise by Agent or Pledgees of any one or more of
such rights, power or remedies shall not preclude the simultaneous or later
exercise by Agent or Pledgees of any or all such other rights, powers or
remedies. No failure or delay on the part of Agent or Pledgees to exercise any
such right, power or remedy and no notice or demand which may be given to or
made upon Pledgors by Agent or Pledgees with respect to any such remedies shall
operate as a waiver thereof, or limit or impair Agent's or Pledgees' right to
take any action or to exercise any power or remedy hereunder, under the Notes or
under any of the other Loan Documents, without notice or demand, or prejudice
its rights as against Pledgors in any respect.
(b) Except for any notices required hereunder, or
pursuant to specific provisions of the Credit Agreement or any other Loan
Document, each Pledgor hereby waives diligence, presentment, demand, protest and
notice of any kind whatsoever in respect of the Notes (including, without
limitation, notice of intent to accelerate and of acceleration) or the Credit
Agreement, as well as any requirement that Agent or Pledgees or any other holder
of the Notes exhaust any right or remedy or take any action in connection with
the Notes or any of the other Loan Documents before exercising any right or
remedy under this Pledge Agreement. The obligations of Pledgors hereunder shall
not be affected or impaired by reason of the happening from time to time of any
of the following, although without notice to or the consent of Pledgors:
(i) the renewal or extension of
the maturity of or the acceptance of partial
payments with respect to any and all amounts
due and owing under the Notes, the Credit
Agreement or any other Loan Document, or any
part thereof;
(ii)the alteration in any manner
of the terms of any of the Loan Documents or
any part thereof either as to the maturities
thereof, rates of interest, methods of
payment, parties thereto or otherwise
(except for any notices to or consents of
Pledgors expressly required pursuant to the
Credit Agreement or any other Loan
Document);
(iii) the waiver by Agent or
Pledgees or any other holder of the Notes of
the performance or observance by any Pledgor
of any of its agreements, covenants, terms
or conditions contained in the Notes or in
any of the other Loan Documents;
(iv)the voluntary or involuntary
liquidation, dissolution, sale of all or
substantially all of the assets, marshalling
of assets and liabilities, receivership,
conservatorship, insolvency, bankruptcy,
assignment for the benefit of creditors,
reorganization, arrangement, winding up, or
other similar proceedings affecting any
Pledgor;
(v) the release by operation of
law or otherwise of any of the other
obligors from the performance or observance
of any of the agreements, covenants, terms
or conditions contained in the Notes or in
any of the other Loan Documents (except to
the extent, if any, that the obligations of
Pledgors hereunder are specifically affected
pursuant to or in connection with any such
release); or
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(vi) the release of any security
for the Notes, whether under this Pledge
Agreement or any of the other Loan Documents
(except to the extent, if any, that the
obligations of Pledgors hereunder are
specifically affected pursuant to or in
connection with any such release).
13. Amendments. This Pledge Agreement may be
amended only by an instrument in writing executed jointly by Pledgors, Agent and
the Required Banks (or Agent on behalf of the Required Banks) and supplemented
only by documents delivered or to be delivered in accordance with the express
terms hereof.
14. Multiple Counterparts. This Pledge Agreement
may be executed in a number of identical counterparts, each of which shall be
deemed an original for all purposes and all of which shall constitute,
collectively, one agreement; but, in making proof of this agreement, it shall
not be necessary to produce or account for more than one such counterpart.
15. Parties Bound; Assignment. This Pledge
Agreement shall be binding on Pledgors and Pledgors' successors and assigns and
shall inure to the benefit of Agent and Pledgees and Agent's and Pledgees'
permitted successors and assigns in accordance with the terms of the Credit
Agreement.
16. Invalid Provisions. If any provision of this
Pledge Agreement is held to be illegal, invalid or unenforceable under present
or future laws effective during the term hereof, such provision shall be fully
severable; and this Pledge Agreement shall be construed and enforced as if such
illegal, invalid or unenforceable provision had never comprised a part hereof,
and the remaining provisions hereof shall remain in full force and effect and
shall not be affected by the illegal, invalid or unenforceable provision or by
its severance herefrom. Furthermore, in lieu of such illegal, invalid or
unenforceable provision there shall be added automatically as a part of this
Pledge Agreement a provision as similar in terms to such illegal, invalid or
unenforceable provision as may be possible and be legal, valid and enforceable.
17. No Control by Agent or Pledgees.
Notwithstanding anything herein to the contrary, this Pledge Agreement, the
Notes and the other Loan Documents, and the transactions contemplated hereby and
thereby, do not and will not, prior to the occurrence of an Event of Default,
constitute, create or have the effect of constituting or creating, directly or
indirectly, the actual or practical ownership of any of the Companies by Agent
or Pledgees, or control, affirmative or negative, direct or indirect, by Agent
or Pledgees over the management or any other aspect of the day-to-day operation
of the Companies, which ownership and control remains exclusively and at all
times in each of the Companies.
18. Paragraph Headings. The paragraph headings
used in this Pledge Agreement are for convenience of reference only and are not
to affect the construction hereof or be taken into consideration in the
interpretation hereof.
19. Conflicts With Credit Agreement. In the event
of any conflict or inconsistency between the terms of this Pledge Agreement and
the terms of the Credit Agreement, the terms of the Credit Agreement will
control.
20. Agreement to Supplement. Pledgors acknowledge
and agree that this Pledge Agreement shall be amended and supplemented from time
to time to specifically include a description of all Pledged Shares subject
hereto subsequent to the date hereof, and Agent shall be entitled to supplement
Exhibit A from time to time, without any action or joinder of Pledgors to
reflect the addition of all such additional Pledges Shares. Administrative Agent
shall have a valid first priority security interest in all additional Pledged
Shares which come into existence after the date hereof, whether or not reflected
on a supplement to Exhibit A. Pledgors hereby agree to execute, deliver and
cause the filing of all stock certificates, stock powers, financing statements
and other documents and to take such further action as deemed necessary in
Administrative Agent's discretion with respect to each such additional Pledged
Shares to ensure Administrative Agent's rights hereunder with respect thereto.
EXHIBIT E-viii
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21. TEXAS LAW. THIS PLEDGE AGREEMENT AND THE OTHER
LOAN DOCUMENTS SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF TEXAS AND OF THE UNITED STATES OF AMERICA.
22. COMPLETE AGREEMENT. THIS PLEDGE AGREEMENT,
THE NOTES, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS COLLECTIVELY
REPRESENT THE FINAL AGREEMENT BY AND AMONG PLEDGEES, AGENT AND PLEDGORS AND MAY
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF PLEDGORS, AGENT AND PLEDGEES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN PLEDGORS, AGENT AND PLEDGEES.
[SEE NEXT PAGE FOR SIGNATURES]
EXHIBIT E-ix
10
EXECUTED effective as of December 31, 1997.
ADDRESS FOR ALL PLEDGORS: PLEDGORS:
c/o Group One Automotive, Inc. GROUP 1 AUTOMOTIVE, INC., a Delaware
950 Echo Lane corporation
Suite 350
Houston, Texas 77024 By: /s/ SCOTT THOMPSON
Telecopy No.: (713) 467-6268 ---------------------------------
Scott Thompson, Vice President
SOUTHWEST TOYOTA, INC., a Texas
corporation
By: /s/ SCOTT THOMPSON
---------------------------------
Scott Thompson, Vice President
SMC LUXURY CARS, INC., a Texas
corporation
By: /s/ SCOTT THOMPSON
---------------------------------
Scott Thompson, Vice President
FOYT MOTORS, INC., a Texas corporation
By: /s/ SCOTT THOMPSON
---------------------------------
Scott Thompson, Vice President
SMITH, LIU & CORBIN, INC., a Texas
corporation
By: /s/ SCOTT THOMPSON
---------------------------------
Scott Thompson, Vice President
COURTESY NISSAN, INC., a Texas
corporation
By: /s/ SCOTT THOMPSON
---------------------------------
Scott Thompson, Vice President
EXHIBIT E-x
11
ROUND ROCK NISSAN, INC., a Texas
By: /s/ SCOTT THOMPSON
---------------------------------
Scott Thompson, Vice President
SMITH, LIU & KUTZ, INC., a Texas
corporation
By: /s/ SCOTT THOMPSON
---------------------------------
Scott Thompson, Vice President
TOWN NORTH NISSAN, INC., a Texas
corporation
By: /s/ SCOTT THOMPSON
---------------------------------
Scott Thompson, Vice President
TOWN NORTH IMPORTS, INC., a Texas
corporation
By: /s/ SCOTT THOMPSON
---------------------------------
Scott Thompson, Vice President
TOWN NORTH SUZUKI, INC., a Texas
corporation
By: /s/ SCOTT THOMPSON
---------------------------------
Scott Thompson, Vice President
MIKE SMITH AUTOPLAZA, INC., a Texas
corporation
By: /s/ SCOTT THOMPSON
---------------------------------
Scott Thompson, Vice President
EXHIBIT E-xi
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HOWARD PONTIAC-GMC, INC., an Oklahoma
corporation
By: /s/ SCOTT THOMPSON
---------------------------------
Scott Thompson, Vice President
BOB HOWARD CHEVROLET, INC., an Oklahoma
corporation
By: /s/ SCOTT THOMPSON
---------------------------------
Scott Thompson, Vice President
BOB HOWARD MOTORS, INC., an Oklahoma
corporation
By: /s/ SCOTT THOMPSON
---------------------------------
Scott Thompson, Vice President
BOB HOWARD AUTOMOTIVE-H, INC., an Oklahoma
corporation
By: /s/ SCOTT THOMPSON
---------------------------------
Scott Thompson, Vice President
BOB HOWARD DODGE, INC., an Oklahoma
corporation
By: /s/ SCOTT THOMPSON
---------------------------------
Scott Thompson, Vice President
EXHIBIT E-xii
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ACCEPTED AND AGREED as of the
31ST day of December, 1997
AGENT:
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, a national banking association,
as Agent
By: /s/ CURTIS D. KARGES
-------------------------------------------
Name: Curtis D. Karges
----------------------------------------
Title: Senior Vice President
---------------------------------------
ADDRESS:
707 Travis Street
Houston, Texas 77002
Attn: David Jones
Telecopy No.: (713) 216-4940
EXHIBIT E-xiii
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EXHIBIT A
PLEDGED SHARES AND INTERESTS
1. Group 1 Automotive, Inc.
a. Pledged Shares
NO. OF TYPE OF
COMPANY SHARES SHARES CERT. NO.
--------- --------- ---------
b. Other Equity Interests
2. Repeat 1 for each other Borrower
EXHIBIT E-xiv