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EXHIBIT 5
LOCK-UP AGREEMENT
November 4, 1997
Xxxxxxx Xxxxx & Co.
Xxxxxxx Lynch, Pierce, Xxxxxx
& Xxxxx Incorporated
NationsBanc Xxxxxxxxxx Securities, Inc.,
as Representatives of the
several Underwriters,
c/o Goldman, Xxxxx & Co.,
00 Xxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000.
Re: Proposed Public Offering of Common Stock
of GROUP 1 AUTOMOTIVE, INC.
Ladies and Gentlemen:
This agreement relates to the proposed initial public offering
(the "Offering") of Common Stock, par value U.S. $.01 per share (the "Common
Stock"), of GROUP 1 AUTOMOTIVE, INC., a Delaware corporation (the "Company"),
for which a Registration Statement on Form S-1 has been filed with the
Securities and Exchange Commission.
In connection with the Offering, the Company and X.X. Xxxxx
will enter into an underwriting agreement (the "Underwriting Agreement") with
the Underwriters to be listed on Schedule I to the Underwriting Agreement (the
"Underwriters"), for whom Xxxxxxx, Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx &
Xxxxx Incorporated and NationsBanc Xxxxxxxxxx Securities, Inc. are acting as
representatives (the "Representatives").
Because the existence of a public market will result in
greater liquidity for the Common Stock owned by the undersigned, to facilitate
the marketing of the Common Stock to be sold in the public offering and in
consideration of the Underwriters entering into the Underwriting Agreement, the
undersigned will not (and will not permit any other person who holds of record
any of the undersigned's Common Stock to), directly or indirectly, sell, offer,
contract to sell, grant any option for the sale of or otherwise dispose of any
shares of Common Stock or any securities of the Company that are substantially
similar to the Common Stock or any securities that are convertible into or
exchangeable for, or represent the right to receive, Common Stock or any such
substantially similar securities, during the period beginning from the date of
the Underwriting Agreement and continuing to and including the date 180 days
after the date of the Prospectus (as defined in the Underwriting Agreement),
without the prior written consent of the Representatives. The undersigned
acknowledges (a) the sufficiency of the consideration for this agreement and
(b) that the decision, if any, of the Underwriters to enter into the
Underwriting Agreement will be made in part in reliance upon the undersigned
entering into, and abiding by the terms of, this agreement.
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Xxxxxxx, Xxxxx & Co.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
NationsBanc Xxxxxxxxxx Securities, Inc. -2-
The undersigned further represents, warrants and agrees that
he, she or it has not taken and will not take, directly or indirectly, any
action which is designed to or which has constituted or which might reasonably
be expected to cause or result in stabilization or manipulation of the price of
any security of the Company to facilitate the sale or resale of the Common
Stock, or which has otherwise constituted or will constitute any prohibited bid
for or purchase of the Common Stock or any related securities.
Very truly yours,
Gulf Coast Family Limited Partnership
By: Xxxxxxxx X. XxXxxx, Xx.
/s/ Xxxxxxxx X. XxXxxx, Xx.
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