Warrants Transaction Amendment Sample Contracts

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To: Group 1 Automotive, Inc. Facsimile No.: (713) 647-5858
Warrants Transaction Amendment • June 26th, 2006 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • New York

The purpose of this letter agreement (the “Amendment”) is to amend the terms and conditions of the Transaction (the “Transaction”) entered into between Bank of America, N.A. (“BofA”) and Group 1 Automotive, Inc., (the “Company”) pursuant to a letter agreement (the “Confirmation”) dated June 20, 2006, pursuant to which BofA has purchased from the Company a Number of Warrants equal to 2,524,005. This Amendment relates to, and sets forth the terms of, the purchase by BofA from the Company of an additional Number of Warrants (the “Additional Number of Warrants”).

To: Group 1 Automotive, Inc. Facsimile No.: (713) 647-5858
Warrants Transaction Amendment • June 26th, 2006 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • New York

The purpose of this letter agreement (the “Amendment”) is to amend the terms and conditions of the Transaction (the “Transaction”) entered into between JPMorgan Chase Bank, National Association, London Branch (“JPMorgan”) and Group 1 Automotive, Inc., (the “Company”) pursuant to a letter agreement (the “Confirmation”) dated June 20, 2006, pursuant to which JPMorgan has purchased from the Company a Number of Warrants equal to 1,682,670. This Amendment relates to, and sets forth the terms of, the purchase by JPMorgan from the Company of an additional Number of Warrants (the “Additional Number of Warrants”).

JPMorgan Chase Bank, National Association P.O. Box 161 60 Victoria Embankment London EC4Y 0JP England August 10, 2005
Warrants Transaction Amendment • August 11th, 2005 • CSK Auto Corp • Retail-auto & home supply stores • New York

To: CSK Auto Corporation 645 E. Missouri Ave., Suite 400 Phoenix, Arizona 85012 Attention: Chief Financial Officer Telephone No.: 602-631-7224 Facsimile No.: 602-234-1062

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