0001031203-13-000004 Sample Contracts

MASTER ASSIGNMENT AND ACCEPTANCE
Master Assignment and Acceptance • February 20th, 2013 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations

Reference is made to the Eighth Amended and Restated Revolving Credit Agreement dated July 1, 2011 (as the same may from time to time be amended, modified or supplemented, the “Credit Agreement”), among the Borrowers, the Lenders named therein, JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders (the “Agent”), Comerica Bank, as Floor Plan Agent for the Lenders (the “Floor Plan Agent”) and Bank of America, N.A., as Syndication Agent. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to such terms in the Credit Agreement.

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