CHASE LOGO] [STAMP]Group 1 Automotive Inc • March 20th, 2002 • Retail-auto dealers & gasoline stations • New York
EXHIBIT 2.1 Pages where confidential treatment have been requested are marked "Confidential Treatment Requested." The redacted material has been separately filed with the Commission, and the appropriate section has been marked at the appropriate place...Stock Purchase Agreement • August 13th, 2002 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • California
EXHIBIT 10.10 LEASE AGREEMENT THIS LEASE AGREEMENT ("Lease"), made and entered into this 1st day of April, 2002, by and between NORTH BROADWAY REAL ESTATE LIMITED LIABILITY COMPANY, an Oklahoma Limited Liability Company (hereinafter "Lessor") and...Lease Agreement • March 26th, 2003 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations
AGREEMENTAgreement • March 30th, 1998 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • Georgia
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 13th, 2002 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • California
Group 1 Automotive, Inc., as Issuer andSupplemental Indenture • September 24th, 2003 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • New York
FOURTH AMENDMENT TO FOURTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • March 20th, 2002 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • Texas
FIRST AMENDMENT TOCredit Agreement • September 24th, 2003 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • Texas
1 EXHIBIT 10.4 ASSET PURCHASE AGREEMENT THIS AGREEMENT is entered into this 25th day of January, 1999, by and between Gene Messer Ford, Inc., a Texas corporation ("Seller"), and Delaware Acquisitions - F, L.L.C., a Delaware limited liability company...Asset Purchase Agreement • May 14th, 1999 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • Texas
JEFFER, MANGELS, BUTLER & MARMARO LLP A LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS ATTORNEYS AT LAW SEVENTH FLOOR 1900 AVENUE OF THE STARS LOS ANGELES, CALIFORNIA 90067-4308Group 1 Automotive Inc • September 24th, 2003 • Retail-auto dealers & gasoline stations
COMMON STOCK Par Value $.01 per ShareGroup 1 Automotive Inc • March 5th, 1999 • Retail-auto dealers & gasoline stations • New York
ARTICLE 1 LEASE OF PROPERTYLease Agreement • March 11th, 2004 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • Oklahoma
EXHIBIT 4.8 GROUP 1 AUTOMOTIVE, INC. 8.25% SENIOR SUBORDINATED NOTES DUE AUGUST 15, 2013 EXCHANGE AND REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 24th, 2003 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • New York
COMMON STOCKUnderwriting Agreement • October 30th, 2001 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • New York
2 3 (v) The Company and each of the companies listed on Schedule A hereto (the "Founding Companies") has good and indefeasible title to all real property and good and marketable title to all personal property owned by it, in each case free and clear...Underwriting Agreement • October 14th, 1997 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • New York
EXHIBIT 10.1 FIFTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT EFFECTIVE AS OF JUNE 2, 2003 AMONG GROUP 1 AUTOMOTIVE, INC., THE SUBSIDIARY BORROWERS LISTED HEREIN, THE LENDERS LISTED HEREIN, JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT, COMERICA...Revolving Credit Agreement • July 31st, 2003 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • Texas
EXHIBIT 10.1 AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTGroup 1 Automotive Inc • August 14th, 1998 • Retail-auto dealers & gasoline stations • Texas
Group 1 Automotive, Inc., as Issuer andGroup 1 Automotive Inc • March 5th, 1999 • Retail-auto dealers & gasoline stations
1 EXHIBIT 10.13 SUPPLEMENTAL AGREEMENT TO GENERAL MOTORS CORPORATION DEALER SALES AND SERVICE AGREEMENT This Supplemental Agreement to General Motors Corporation Dealer Sales and Service Agreement is entered into between Group 1 Automotive, Inc. and...Supplemental Agreement • October 14th, 1997 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations
1 EXHIBIT 10.5 ASSET PURCHASE AGREEMENT THIS AGREEMENT is entered into this 25th day of January, 1999, by and between Messer, Wessels and Messer, Inc., a Texas corporation d/b/a/ Gene Messer Toyota ("Seller"), and Delaware Acquisitions - T, L.L.C., a...Asset Purchase Agreement • May 14th, 1999 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • Texas
GROUP 1 AUTOMOTIVE, INC., AS ISSUER ANDGroup 1 Automotive Inc • September 24th, 2003 • Retail-auto dealers & gasoline stations • New York
EXHIBIT 10.1 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is entered into between Group 1 Automotive, Inc. having offices at 950 Echo Lane, Suite 100, Houston, Texas 77024 ("Employer"), and B. B Hollingsworth, Jr., an individual...Employment Agreement • March 20th, 2002 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • Texas
PRICING AGREEMENTPricing Agreement • October 30th, 2001 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations
AGREEMENT BETWEEN AMERICAN HONDA MOTOR CO., INC. AND THE DEALERSHIP PARTIESIndemnification Agreement • October 24th, 1997 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • California
BY AND AMONGStock Purchase Agreement • March 26th, 2003 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • Texas
EXHIBIT 2.3 SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT This Second Amendment to Stock Purchase Agreement (this "Amendment") is made and entered into effective August 1, 2002, by and among GROUP 1 AUTOMOTIVE, INC., a Delaware corporation ("Buyer"),...Stock Purchase Agreement • August 13th, 2002 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • California
1 EXHIBIT 10.52 PURCHASE AGREEMENTStock Purchase Agreement • March 30th, 1998 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • Texas
SECOND AMENDMENT TO FIFTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • March 16th, 2005 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • Texas
CHEVROLET-GEO DEALER SALES AND SERVICE AGREEMENTSales and Service Agreement • October 28th, 1997 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • Michigan
1 EXHIBIT 10.6 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is entered into between Group 1 Automotive, Inc. having offices at 950 Echo Lane, Suite 350, Houston, Texas 77024 ("Employer"), and Scott L. Thompson, an individual currently...Employment Agreement • March 30th, 1998 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • Texas
EXHIBIT 10.3 CONSULTING AGREEMENT This Consulting Agreement ("AGREEMENT") is entered into between Group 1 Automotive, Inc., a Delaware corporation having offices at 950 Echo Lane, Suite 350, Houston, Texas 77024, ("Employer"), and Sterling B. McCall,...Consulting Agreement • March 30th, 2000 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • Texas
1 EXHIBIT 2.12 STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 24th, 1997 • Group 1 Automotive Inc • Delaware
EXHIBIT 10.36 SPLIT DOLLAR LIFE INSURANCE AGREEMENT This Agreement made and entered into the 23rd day of January, 2002, between GROUP 1 AUTOMOTIVE, INC., a Delaware Corporation (hereinafter called the "Corporation") and LESLIE HOLLINGSWORTH and LEIGH...Split Dollar Life Insurance Agreement • March 26th, 2003 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations
EXHIBIT 10.42 STOCK PURCHASE AGREEMENT BY AND AMONG GROUP 1 HOLDINGS - F, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY AND HOWARD FORD, INC., A DELAWARE CORPORATION AND ROBERT E. HOWARD II DATED AS OF DECEMBER 3, 2002 TABLE OF CONTENTSStock Purchase Agreement • March 26th, 2003 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • Texas
1 EXHIBIT 10.53 REVOLVING CREDIT AGREEMENTGroup 1 Automotive Inc • March 30th, 1998 • Retail-auto dealers & gasoline stations • Texas
