EXHIBIT 2.1 Pages where confidential treatment have been requested are marked "Confidential Treatment Requested." The redacted material has been separately filed with the Commission, and the appropriate section has been marked at the appropriate place...Stock Purchase Agreement • August 13th, 2002 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • California
EXHIBIT 10.10 LEASE AGREEMENT THIS LEASE AGREEMENT ("Lease"), made and entered into this 1st day of April, 2002, by and between NORTH BROADWAY REAL ESTATE LIMITED LIABILITY COMPANY, an Oklahoma Limited Liability Company (hereinafter "Lessor") and...Lease Agreement • March 26th, 2003 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations
Group 1 Automotive, Inc., as Issuer andFirst Supplemental Indenture • September 24th, 2003 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • New York
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 13th, 2002 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • California
COMMON STOCKUnderwriting Agreement • October 30th, 2001 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • New York
FOURTH AMENDMENT TO FOURTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • March 20th, 2002 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • Texas
EXHIBIT 10.39 AMENDMENT AND ASSIGNMENT OF LEASE THIS AMENDMENT AND ASSIGNMENT OF LEASE is entered into this 1st day of November, 2003, by and between REHCO EAST, L.L.C., an Oklahoma limited liability company ("Landlord"), HOWARD FORD, INC., a Delaware...Lease Agreement • March 11th, 2004 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations
1 EXHIBIT 10.4 ASSET PURCHASE AGREEMENT THIS AGREEMENT is entered into this 25th day of January, 1999, by and between Gene Messer Ford, Inc., a Texas corporation ("Seller"), and Delaware Acquisitions - F, L.L.C., a Delaware limited liability company...Asset Purchase Agreement • May 14th, 1999 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • Texas
1 EXHIBIT 1.2 GROUP 1 AUTOMOTIVE, INC. DEBT SECURITIES Underwriting AgreementUnderwriting Agreement • March 5th, 1999 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • New York
ARTICLE 1 LEASE OF PROPERTYLease Agreement • March 11th, 2004 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • Oklahoma
EXHIBIT 10.1 FIFTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT EFFECTIVE AS OF JUNE 2, 2003 AMONG GROUP 1 AUTOMOTIVE, INC., THE SUBSIDIARY BORROWERS LISTED HEREIN, THE LENDERS LISTED HEREIN, JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT, COMERICA...Revolving Credit Agreement • July 31st, 2003 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • Texas
EXHIBIT 10.1 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is entered into between Group 1 Automotive, Inc. having offices at 950 Echo Lane, Suite 100, Houston, Texas 77024 ("Employer"), and B. B Hollingsworth, Jr., an individual...Employment Agreement • March 20th, 2002 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • Texas
PRICING AGREEMENTPricing Agreement • October 30th, 2001 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations
1 EXHIBIT 10.5 ASSET PURCHASE AGREEMENT THIS AGREEMENT is entered into this 25th day of January, 1999, by and between Messer, Wessels and Messer, Inc., a Texas corporation d/b/a/ Gene Messer Toyota ("Seller"), and Delaware Acquisitions - T, L.L.C., a...Asset Purchase Agreement • May 14th, 1999 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • Texas
EXHIBIT 4.8 GROUP 1 AUTOMOTIVE, INC. 8.25% SENIOR SUBORDINATED NOTES DUE AUGUST 15, 2013 EXCHANGE AND REGISTRATION RIGHTS AGREEMENTExchange and Registration Rights Agreement • September 24th, 2003 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • New York
1 EXHIBIT 10.13 SUPPLEMENTAL AGREEMENT TO GENERAL MOTORS CORPORATION DEALER SALES AND SERVICE AGREEMENT This Supplemental Agreement to General Motors Corporation Dealer Sales and Service Agreement is entered into between Group 1 Automotive, Inc. and...Supplemental Agreement • October 14th, 1997 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations
SECOND AMENDMENT TO FIFTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • March 16th, 2005 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • Texas
2 3 (v) The Company and each of the companies listed on Schedule A hereto (the "Founding Companies") has good and indefeasible title to all real property and good and marketable title to all personal property owned by it, in each case free and clear...Underwriting Agreement • October 14th, 1997 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • New York
BY AND AMONGStock Purchase Agreement • March 26th, 2003 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • Texas
EXHIBIT 2.3 SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT This Second Amendment to Stock Purchase Agreement (this "Amendment") is made and entered into effective August 1, 2002, by and among GROUP 1 AUTOMOTIVE, INC., a Delaware corporation ("Buyer"),...Stock Purchase Agreement • August 13th, 2002 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • California
1 EXHIBIT 10.53 REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • March 30th, 1998 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • Texas
1 EXHIBIT 10.2 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is entered into between Group 1 Automotive, Inc. having offices at 950 Echo Lane, Suite 350, Houston, Texas 77024 ("Employer"), and Robert E. Howard II, an individual...Employment Agreement • March 30th, 1998 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • Oklahoma
EXHIBIT 10.41 January 28, 2004 Hollingsworth 2000 Children's Trust 950 Echo Lane, Suite 100 Houston, TX 77024 Mr. and Mrs. B. B. Hollingsworth, Jr. 3416 Ella Lee Lane Houston, Texas 77027 Ladies and Gentlemen: As you know, on January 23, 2002, Group 1...Split Dollar Life Insurance Agreement • March 11th, 2004 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations
As you know, on January 23, 2002, Group 1 Automotive, Inc. (the "Company") entered into a Split Dollar Life Insurance Agreement with Leslie Hollingsworth and Leigh Hollingsworth Copeland, as Trustees of the Hollingsworth 2000 Children's Trust (the "Arrangement"). When it was entered into, the Company and the other parties thereto understood the Arrangement to constitute the Company's legally binding commitment to pay the entire premium in annual payments (the "Premium Payments") beginning in 2002 through 2008 on the split dollar life insurance policy referred to in the Arrangement.
1 EXHIBIT 2.7 STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 24th, 1997 • Group 1 Automotive Inc • Delaware
1 EXHIBIT 10.51 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 30th, 1998 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • New Mexico
GROUP 1 AUTOMOTIVE, INC., as Issuer AND ANY SUBSIDIARY GUARANTORS PARTIES HERETO, as Subsidiary Guarantors TO [TRUSTEE’S NAME], as Trustee SENIOR INDENTURE Dated as of , 20Senior Indenture • August 13th, 2009 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • New York
INDENTURE, dated as of , 20 , among Group 1 Automotive, Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 950 Echo Lane, Suite 100, Houston, Texas 77024, each of the Subsidiary Guarantors (as hereinafter defined) parties hereto and [TRUSTEE’S NAME], a [ ] duly organized and existing under the laws of [ ], as Trustee (herein called the “Trustee”).
1 EXHIBIT 10.10 RIGHTS AGREEMENTRights Agreement • October 14th, 1997 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • Delaware
EXHIBIT 10.42 STOCK PURCHASE AGREEMENT BY AND AMONG GROUP 1 HOLDINGS - F, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY AND HOWARD FORD, INC., A DELAWARE CORPORATION AND ROBERT E. HOWARD II DATED AS OF DECEMBER 3, 2002 TABLE OF CONTENTSStock Purchase Agreement • March 26th, 2003 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • Texas
1 EXHIBIT 2.12 STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 24th, 1997 • Group 1 Automotive Inc • Delaware
INDENTURE Dated as of July 30, 2024 Among GROUP 1 AUTOMOTIVE, INC. THE SUBSIDIARY GUARANTORS PARTY HERETO and COMPUTERSHARE TRUST COMPANY, N.A., as Trustee 6.375% SENIOR NOTES DUE 2030Indenture • July 30th, 2024 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • New York
This Indenture, dated as of July 30, 2024, is by and among Group 1 Automotive, Inc., a Delaware corporation (collectively with successors and assigns, the “Company”), the Subsidiary Guarantors party hereto and Computershare Trust Company, N.A., as trustee (the “Trustee”), paying agent and registrar.
EXHIBIT 10.3 CONSULTING AGREEMENT This Consulting Agreement ("AGREEMENT") is entered into between Group 1 Automotive, Inc., a Delaware corporation having offices at 950 Echo Lane, Suite 350, Houston, Texas 77024, ("Employer"), and Sterling B. McCall,...Consulting Agreement • March 30th, 2000 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • Texas
INDENTURE Dated as of December 8, 2015 Among GROUP 1 AUTOMOTIVE, INC. THE SUBSIDIARY GUARANTORS PARTY HERETO and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee 5.250% SENIOR NOTES DUE 2023Indenture • December 9th, 2015 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • New York
The Company and you are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S.
FIRST AMENDMENT TORevolving Credit Agreement • September 24th, 2003 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • Texas
INFINITI LOGO] INFINITI DEALER SALES AND SERVICE AGREEMENT THIS AGREEMENT is entered into effective the day last set forth below by and between the INFINITI DIVISION of NISSAN NORTH AMERICA, INC., a California corporation, hereinafter called Seller,...Dealer Sales and Service Agreement • March 11th, 2004 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations
GROUP 1 AUTOMOTIVE, INC., as Issuer AND ANY SUBSIDIARY GUARANTORS PARTIES HERETO, as Subsidiary Guarantors TO [TRUSTEE’S NAME], as Trustee SUBORDINATED INDENTURE Dated as of , 20Subordinated Indenture • August 13th, 2009 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • New York
INDENTURE, dated as of , 20 , among GROUP 1 AUTOMOTIVE, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 950 Echo Lane, Suite 100, Houston, Texas 77024, each of the SUBSIDIARY GUARANTORS (as hereinafter defined) parties hereto and [TRUSTEE’S NAME], a [ ] duly organized and existing under the laws of [ ], as Trustee (herein called the “Trustee”).
