EMPLOYEE STOCK PURCHASE AGREEMENTEmployee Stock Purchase Agreement • November 24th, 2004 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • Oklahoma
This Agreement is made as of the 16th day of June, 1997, by and among Robert E. Howard II, an individual (“Howard”), SCOTT SMITH, an individual (the “Purchaser”).
STOCK RESTRICTION AND OPTION AGREEMENTStock Restriction and Option Agreement • November 24th, 2004 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • Delaware
This Stock Restriction and Option Agreement (“Agreement”) is entered effective this is 1st day of December, 1998, by and between ROBERT E. HOWARD II, an individual (“Howard”), and JOE HEITZ, an individual (“General Manager”).
REGISTRATION AGREEMENTRegistration Agreement • November 24th, 2004 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations
THIS REGISTRATION AGREEMENT (this “Agreement”) is entered into on, and effective as of, December 19, 2001, between Group 1 Automotive, Inc., a Delaware corporation (the “Company”) and Robert E. Howard II (the “Stockholder”)
Group 1 Automotive, Inc. Lock-Up Agreement October 25, 2001Group 1 Automotive Inc • November 24th, 2004 • Retail-auto dealers & gasoline stations
The undersigned understands that you, as underwriter (the “Underwriter”) propose to enter into an Underwriting Agreement and a Pricing Agreement, with Group 1 Automotive, Inc., a Delaware corporation (the “Company”), providing for a public offering of the Common Stock of the Company (the “Shares”) pursuant to a Registration Statement or Registration Statements on Form S-3 to be filed with the Securities and Exchange Commission (the “SEC”).
LOAN AND COLLATERAL ACCOUNT AGREEMENT DEMAND LOANLoan and Collateral Account Agreement • November 24th, 2004 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • New York
THIS LOAN AND COLLATERAL ACCOUNT AGREEMENT, as modified or supplemented, from time to time (this “Agreement”), and dated as of the date of the Lender’s acceptance set forth in the signature area below, among Merrill Lynch Private Finance Inc., a Delaware corporation (the “Lender”), the Borrower or Borrowers identified in the signature area below and any Guarantor or Guarantors and Pledgor or Pledgors identified in the signature area below, establishes the terms and conditions that will govern the uncommitted demand loan facility to be made available to the Borrower by the Lender. The Facility is secured by a pledge of assets held in a securities account established and maintained with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”), in accordance with this Agreement and MLPF&S is a party to this Agreement only to the extent, and for the purposes, set forth in this Agreement.
STOCK PLEDGE AGREEMENTStock Pledge Agreement • November 24th, 2004 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • Oklahoma
This STOCK PLEDGE AGREEMENT (“Agreement”) is executed this 31st day of January, 2003, by and between Robert S. Howard, II, an individual resident of the State of Oklahoma (“Pledgor”) and Bank Of Oklahoma, N.A. (the “Bank”) under that certain Loan Agreement (the “Loan Agreement’”) by and between Robert E. Howard, II, individually (the “Borrower”), and Bank, dated as of the date hereof.
