EXHIBIT 10.41
January 28, 2004
Xxxxxxxxxxxxx 2000 Children's Trust
000 Xxxx Xxxx, Xxxxx 000
Xxxxxxx, XX 00000
Mr. and Xxx. X. X. Xxxxxxxxxxxxx, Xx.
0000 Xxxx Xxx Xxxx
Xxxxxxx, Xxxxx 00000
Ladies and Gentlemen:
As you know, on January 23, 2002, Group 1 Automotive, Inc. (the
"Company") entered into a Split Dollar Life Insurance Agreement with Xxxxxx
Xxxxxxxxxxxxx and Xxxxx Xxxxxxxxxxxxx Xxxxxxxx, as Trustees of the Xxxxxxxxxxxxx
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.
In accordance with the Arrangement, the Company paid the entire
$299,697 premium due on the split dollar life insurance policy for 2002 with a
payment made in January 2002 and a second payment made in April 2002. At this
time, due to the uncertainty surrounding the applicability of Section 402 of the
Xxxxxxxx-Xxxxx Act of 2002 to split dollar life insurance arrangements,
including ones that were implemented prior to the passage of the Xxxxxxxx-Xxxxx
Act on July 30, 2002, the Company believes that it is in the best interest of
both the Company and you to continue to defer the Company's obligation to pay
the Premium Payments required under the Arrangement for 2003 and 2004.
Accordingly, with the consent of each of you (as acknowledged below), the
Company's obligation to pay the Premium Payments due in 2003 and 2004 is
deferred until January 2005 or such earlier time as we have mutually determined
that such payments are not prohibited by the Xxxxxxxx-Xxxxx Act. This letter is
not in any way intended to (i) amend or limit your rights, the rights of the
Trust or the rights of the Company under the Arrangement or (ii) modify the
terms of the Arrangement in any way.
Sincerely yours,
/s/ Xxxxxxx X. Xxxxx
--------------------
Xxxxxxx X. Xxxxx,
Vice President and Corporate Controller
The foregoing is accepted and agreed to
as of the date first above written:
/s/ X. X. Xxxxxxxxxxxxx, Xx.
----------------------------
X. X. Xxxxxxxxxxxxx, Xx., Employee
/s/ Xxxxxxxx X. Xxxxxxxxxxxxx
-----------------------------
Xxxxxxxx X. Xxxxxxxxxxxxx
Xxxxxxxxxxxxx 2000 Children's Trust
/s/ Xxxxxx Xxxxxxxxxxxxx
------------------------
By: Xxxxxx Xxxxxxxxxxxxx, as Trustee
/s/ Xxxxx Xxxxxxxxxxxxx Xxxxxxxx
--------------------------------
By: Xxxxx Xxxxxxxxxxxxx Xxxxxxxx, as Trustee
