EXHIBIT 10.44
[GROUP 1 AUTOMOTIVE, INC. LETTERHEAD]
February 25, 2003
Xxxxxxxxxxxxx 2000 Children's Trust
000 Xxxx Xxxx, Xxxxx 000
Xxxxxxx, XX 00000
Mr. and Xxx. X. X. Xxxxxxxxxxxxx, Xx.
0000 Xxxx Xxx Xxxx
Xxxxxxx, Xxxxx 00000
Ladies and Gentlemen:
As you know, on January 23, 2002, Group 1 Automotive, Inc. (the
"Company") entered into a Split Dollar Life Insurance Agreement with Xxxxxx
Xxxxxxxxxxxxx and Xxxxx Xxxxxxxxxxxxx Xxxxxxxx, as Trustees of the Xxxxxxxxxxxxx
2000 Children's Trust (the "Arrangement"). Under the terms of the Arrangement,
the Company is obligated to pay the entire premium on the split dollar life
insurance policy referred to in the Arrangement.
In accordance with the Arrangement, the Company paid the entire
$299,697 premium due on the split dollar life insurance policy (the "Premium
Payment) for 2002 with a payment made in January 2002 and a second payment made
in April 2002. At this time, due to the uncertainty surrounding the
applicability of Section 402 of the Xxxxxxxx-Xxxxx Act of 2002 to split dollar
life insurance arrangements, including ones that were implemented prior to the
passage of the Xxxxxxxx-Xxxxx Act on July 30, 2002, the Company believes that it
is in the best interest of both the Company and you to defer the Company's
obligation to pay the Premium Payments required under the Arrangement.
Accordingly, with the consent of each of you (as acknowledged below), the
Company's obligation to pay the Premium Payment is deferred until January 2004
or such earlier time as we have mutually determined that such payment is not
prohibited by the Xxxxxxxx-Xxxxx Act. This letter is not in any way intended to
(i) amend or limit your rights, the rights of the Trust or the rights of the
Company under the Arrangement or (ii) modify the terms of the Arrangement in any
way.
Sincerely yours,
/s/ XXXXX X. XXXXXXXX
--------------------------------
Xxxxx X. Xxxxxxxx,
Executive Vice President and
Chief Financial Officer
Xx. X. X. Xxxxxxxxxxxxx, Xx.
February 25, 2003
The foregoing is accepted and agreed to as of the date first above written:
/s/ X. X. XXXXXXXXXXXXX, XX.
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X. X. Xxxxxxxxxxxxx, Xx., Employee
/s/ XXXXXXXX X. XXXXXXXXXXXXX
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Xxxxxxxx X. Xxxxxxxxxxxxx
Xxxxxxxxxxxxx 2000 Children's Trust
/s/ XXXXXX XXXXXXXXXXXXX
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By: Xxxxxx Xxxxxxxxxxxxx, as Trustee
/s/ XXXXX XXXXXXXXXXXXX XXXXXXXX
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By: Xxxxx Xxxxxxxxxxxxx Xxxxxxxx, as Trustee
