0000950123-10-069088 Sample Contracts

AMENDMENT NO. 5 TO CREDIT AGREEMENT
Credit Agreement • July 28th, 2010 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations

This Amendment No. 5 to Credit Agreement (this “Agreement”) dated as of July 13, 2010 is made by and among GROUP 1 REALTY, INC., a Delaware corporation (the “Borrower”), GROUP 1 AUTOMOTIVE, INC., a Delaware corporation (the “Company”), BANK OF AMERICA, N.A., a national banking association organized and existing under the laws of the United States (“Bank of America”), in its capacity as administrative agent for the Lenders (as defined in the Credit Agreement (as defined below)) (in such capacity, the “Administrative Agent”), each of the Lenders signatory hereto, and each of the other Guarantors (as defined in the Credit Agreement) signatory hereto.

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