To: Group 1 Automotive, Inc. Facsimile No.: (713) 647-5858
| JPMorgan Chase Bank, National Association |
| X.X. Xxx 000 |
| 60 | Victoria Embankment |
| Xxxxxx XX0X 0XX |
| England |
June 23, 2006
| To: Group 1 Automotive, Inc. | ||||
000 Xxxx Xxxx, Xxxxx 000
Xxxxxxx, XX 00000
Attention: Xxx Xxxxx
Telephone No.: |
(000) 000-0000 | |||
Facsimile No.: |
(000) 000-0000 | |||
Re: Call Option Transaction Amendment
The purpose of this letter agreement (the “Amendment”) is to amend the terms and conditions of the Transaction (the “Transaction”) entered into among JPMorgan Chase Bank, National Association, London Branch (“JPMorgan”) and Group 1 Automotive, Inc. (the “Counterparty”) pursuant to a letter agreement (the “Confirmation”) dated June 20, 2006, pursuant to which the Counterparty purchased from JPMorgan a Number of Options equal to 100,000 in connection with the issuance by Counterparty of USD 250,000,000 principal amount of 2.25% Convertible Senior Notes due 2036 (the “Initial Convertible Notes”) under the Indenture to be dated June 26, 2006 between Counterparty and Xxxxx Fargo Bank, N.A., as trustee. This Amendment relates to, and sets forth the terms of, the purchase by the Counterparty from JPMorgan of an additional Number of Options (the “Additional Number of Options”) in connection with the issuance by the Counterparty of an additional USD 37,500,000 principal amount of 2.25% Convertible Senior Notes due 2036 (the “Additional Convertible Notes”, and together with the Initial Convertible Notes, the “Convertible Notes”) to the initial purchasers of the Convertible Notes as a result of their exercise of the right granted with respect to such Additional Convertible Notes pursuant to the Purchase Agreement dated June 20, 2006 and related to the Convertible Notes.
Upon the effectiveness of this Amendment, all references to “Number of Options” and “Transaction” in the Confirmation, as amended, will include the Additional Number of Options purchased by Counterparty pursuant to the terms set forth below, all references to “Convertible Notes” will include the Additional Convertible Notes and, except to the extent specified below, all other provisions of the Confirmation shall apply to the Additional Number of Options as if such Additional Number of Options were originally subject to the Confirmation. Capitalized terms used herein without definition shall have the meanings assigned to them in the Confirmation.
The terms relating to the purchase of the Additional Number of Options are as follows:
1. The “Trade Date” with respect to the Additional Number of Options will be June 23, 2006.
2. The “Number of Options” for the Transaction will be “115,000” reflecting an addition of 15,000 Additional Number of Options.
3. The “Premium” for the Transaction will be $46,500,600 reflecting an increase of the premium payable by the Counterparty to JPMorgan in the amount of $6,246,600 for the Additional Number of Options.
4. The “Premium Payment Date” with respect to the premium for the Additional Number of Options will be June 26, 2006.
5. Counterparty hereby repeats the representations, warranties and agreements contained in the Confirmation with respect to the Amendment or with respect to the Confirmation, as amended by the Amendment, as the context requires.
6. Except as amended hereby, all the terms of the Transaction and provisions in the Confirmation shall remain and continue in full force and effect and are hereby confirmed in all respects.
7. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all of the signatures thereto and hereto were upon the same instrument.
8. The provisions of this Amendment shall be governed by the New York law (without reference to choice of law doctrine).
9. The Counterparty represents that, except as disclosed in writing by the Counterparty to JPMorgan or as described in the prospectus relating to the Convertible Notes, neither it nor any of its affiliates has purchased any Shares in purchases of blocks (as contemplated by Rule 10b-18 under the Exchange Act) during each of the four calendar weeks preceding the date hereof. The Counterparty further covenants and agrees that neither it or any of its affiliates will purchase any Shares prior to the Closing Date (or the Early Unwind Date if the Closing Date does not occur prior to the Early Unwind Date)
Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Amendment and returning it to EDG Confirmation Group, X.X. Xxxxxx Securities Inc., 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000-0000, or by fax on 000 000 0000.
Very truly yours,
X.X. Xxxxxx Securities Inc., as agent for JPMorgan Chase Bank, National Association
By: /s/ Xxxxxxx Xxxxxxxxxxx
Authorized Signatory
Name: Xxxxxxx Xxxxxxxxxxx
Accepted and confirmed
as of the Trade Date:
GROUP 1 AUTOMOTIVE, INC.
By: /s/ Xxxxxxx Xxxxxxx
Authorized Signatory
Name: Xxxxxxx Xxxxxxx
