AMENDMENT NO. 1 TO CREDIT AGREEMENT AND JOINDER AGREEMENT
EXHIBIT 10.3
AMENDMENT NO. 1 TO CREDIT AGREEMENT
AND
JOINDER AGREEMENT
This Amendment No. 1 to Credit Agreement and Joinder Agreement (this “Agreement”) dated as of
April 27, 2007 is made by and among GROUP 1 REALTY, INC., a Delaware corporation (the “Borrower”),
GROUP 1 AUTOMOTIVE, INC., a Delaware corporation (the “Company”), BANK OF AMERICA, N.A., a national
banking association organized and existing under the laws of the United States (“Bank of America”),
in its capacity as administrative agent for the Lenders (as defined in the Credit Agreement (as
defined below)) (in such capacity, the “Administrative Agent”), Bank of America, as the existing
Lender under the Credit Agreement, each of the Persons becoming Lenders by the execution of this
Amendment (the “Joining Lenders”), and each of the other Guarantors (as defined in the Credit
Agreement) signatory hereto.
W I T N E S S E T H:
WHEREAS, the Borrower, the Company, the Administrative Agent and the Lenders have entered into
that certain Credit Agreement dated as of March 29, 2007 (as hereby amended and as from time to
time hereafter further amended, modified, supplemented, restated, or amended and restated, the
“Credit Agreement”; capitalized terms used in this Agreement not otherwise defined herein shall
have the respective meanings given thereto in the Credit Agreement), pursuant to which the Lenders
have made available to the Borrower a credit facility; and
WHEREAS, the Company has entered into the Company Guaranty Agreement pursuant to which it has
guaranteed the payment and performance of the obligations of the Borrower under the Credit
Agreement, the other Loan Documents and the Related Swap Contracts; and
WHEREAS, each of the other Guarantors has entered into the Subsidiary Guaranty Agreement
pursuant to which it has guaranteed the payment and performance of the obligations of the Borrower
under the Credit Agreement, the other Loan Documents and the Related Swap Contracts; and
WHEREAS, the Borrower and certain of the Guarantors have entered into, or may in the future
enter into, Security Instruments granting Liens on property as security for all or any portion of
the Obligations, any other obligation under any Loan Document and any obligation or liability
arising under any Related Swap Contract; and
WHEREAS, the Borrower has advised the Administrative Agent and the Lenders that it desires to
amend the Credit Agreement as set forth below, including an amendment to Section 2.13 of
the Credit Agreement to enlarge the maximum amount of Aggregate Commitments that are available
pursuant to increases in Commitments under Section 2.13, and the Administrative
Agent and the Lenders signatory hereto are willing to effect such amendment on the terms and
conditions contained in this Agreement; and
WHEREAS, Bank of America desires to assign to the Joining Lenders, and the Joining Lenders are
willing to assume, a portion of Bank of America’s existing Commitment, as set forth below; and
WHEREAS, the Borrower has advised the Administrative Agent and the Lenders that, after giving
effect to the foregoing amendment, the Borrower desires to exercise its option, pursuant to
Section 2.13, to increase the Aggregate Commitments by $160,000,000, and the Joining
Lenders are willing to provide such additional Commitments as set forth below;
NOW, THEREFORE, in consideration of the premises and further valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Amendments to Credit Agreement. Subject to the terms and conditions set forth
herein, the Credit Agreement is hereby amended as follows:
(a) The subheading of Section 2.13 of the Credit Agreement is deleted and the
phrase “Increase in Commitments; Automatic Reduction in Commitments” is inserted in its
place.
(b) In Section 2.13, the amount “$100,000,000” is deleted and the amount
“$160,000,000” is inserted in its place.
(c) The following clause (g) is added at the end of Section 2.13:
“(g) Automatic Reduction in Commitments. If the Total Outstandings are
less than $135,000,000 on March 29, 2009, then, unless the Aggregate Commitments are
less than $135,000,000 on such date, the Aggregate Commitments shall be
automatically and permanently reduced to $135,000,000 as of such date. Any
reduction in Aggregate Commitments pursuant to this paragraph shall be applied to
the Commitment of each Lender according to its Applicable Percentage.”
(d) The definition of “FIRREA Appraisal Value” in Section 1.01 of the Credit Agreement
is hereby deleted.
(e) The following definition of “Adjusted FIRREA Appraisal Value” is added to
Section 1.01 of the Credit Agreement, in the appropriate alphabetical order:
“Adjusted FIRREA Appraisal Value” means, with respect to a Financed
Property, the value set forth for such Financed Property in the FIRREA Appraisal,
as accepted by the Administrative Agent following its internal review and, if
applicable, adjustment thereof by the Administrative Agent, pursuant to the
Administrative Agent’s usual and customary appraisal policies and any applicable
rules or regulations adopted by any Governmental Authority.
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(d) The definition of “Maximum Loan to Value Amount” in Section 1.01
of the Credit Agreement is amended as follows: The phrase “FIRREA Appraisal Value”
is deleted from each place where it appears in such definition, and in each case
the phrase “Adjusted FIRREA Appraisal Value” is inserted in its place.
2. Joinder Agreement.
(a) The Borrower hereby confirms its agreement to increase the Aggregate Commitments by
$160,000,000 (the “Increased Commitment Amount”) pursuant to Section 2.13 of the
Credit Agreement, such increase to be effective as of the date this Agreement becomes
effective (the “Amendment Effective Date”).
(b) By its execution of this Agreement, each Joining Lender hereby confirms and agrees
that, on and after the Amendment Effective Date, it shall be and become a party to the
Credit Agreement as a Lender, and shall have all of the rights and be obligated to perform
all of the obligations of a Lender thereunder with the Commitment applicable to such Lender
as described in clause (d) below. Each Joining Lender further (i) acknowledges that it has
received a copy of the Credit Agreement and the schedules and exhibits thereto and such
other documents and information as it has deemed appropriate to make its own credit and
legal analysis and decision to enter into this Amendment; and (ii) agrees that it will,
independently and without reliance upon the Administrative Agent or any other Lender and
based on such documents and information as it shall deem appropriate at the time, continue
to make its own credit and legal decisions in taking or not taking action under the Credit
Agreement and the other Loan Documents. On and after the date this Amendment becomes
effective, all references to the “Lenders” in the Credit Agreement shall be deemed to
include the Joining Lenders.
(c) The parties acknowledge and agree that, as of the Amendment Effective Date, Bank of
America is assigning to the Joining Lenders, and the Joining Lenders are assuming,
$24,000,000 (the “Aggregate Assigned Commitment Amount”) of Bank of America’s existing
Commitment, which assignment and assumption shall be allocated to each Joining Lender on a
pro rata basis, so that after giving effect to such assignment as well as the assumptions of
additional Commitments pursuant to clause (d) below, each Lender’s Commitment as of the
Amendment Effective Date is as set forth on Schedule 2.01 attached hereto. In
furtherance of such assignment, Bank of America hereby irrevocably sells and assigns to each
Joining Lender, and each Joining Lender hereby irrevocably purchases and assumes from Bank
of America, as of the Amendment Effective Date, such Joining Lender’s pro rata share of (i)
all of Bank of America’s rights and obligations in its capacity as a Lender under the Credit
Agreement and any other documents or instruments delivered pursuant thereto to the extent
related to the Aggregate Assigned Commitment Amount and (ii) to the extent permitted to be
assigned under applicable law, all claims, suits, causes of action and any other right of
Bank of America (in its capacity as a Lender) against any Person, whether known or unknown,
arising under or in connection with the Credit Agreement, any other documents or instruments
delivered pursuant thereto or the loan transactions governed thereby or in any way based on
or related to any of the foregoing, including, but not limited to,
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contract claims, tort claims, malpractice claims, statutory claims and all other claims
at law or in equity related to the rights and obligations sold and assigned by Bank of
America to any Joining Lender pursuant to clause (i) above. Each such sale and assignment
is without recourse to Bank of America.
(d) The parties further acknowledge and agree that, as of the Amendment Effective Date,
each Joining Lender is assuming its pro rata share of the Increased Commitment Amount, so
that after giving effect to such assumption as well as the assignments and assumptions
described in clause (c) above, each Joining Lender’s respective Commitment as of the
Amendment Effective Date is as set forth on Schedule 2.01 hereto.
(e) On the Amendment Effective Date, (i) each Joining Lender shall make available to
Bank of America such amounts in immediately available funds as the Administrative Agent
shall determine as being required in order to cause, after giving effect to the foregoing
assignments and assumptions of Commitments, the outstanding Loans to be held ratably by all
Lenders in accordance with their respective Applicable Percentages (as revised by this
Amendment), and (ii) the Borrower shall be deemed to have prepaid and reborrowed any Loans
outstanding as of the Amendment Effective Date to the extent necessary to keep the
outstanding Loans ratable with any revised Applicable Percentages arising from any
nonratable increase in the Commitments under this Agreement.
(f) The parties hereby consent to the assignments of Commitments and Loans effected
pursuant to clauses (c) and (e) above and waive any requirement for any Assignment and
Assumption under the Credit Agreement, necessary to give effect to any assignment, which
shall be deemed effective as if such assignments were evidenced by Assignments and
Assumptions thereunder.
(g) The respective administrative details for each Joining Lender are set forth on
Annex A attached hereto.
3. Agreement to Be Bound by Side Letter Agreement. By its execution of this
Agreement, each Joining Lender acknowledges and agrees that it will, upon the request of the
Administrative Agent, fund such additional advances for the Financed Properties as set forth in the
letter agreement attached hereto as Annex B as the Administrative Agent determines in its sole
discretion to meet the conditions set forth in such letter agreement.
4. Effectiveness; Conditions Precedent. The effectiveness of this Agreement and the
amendments to the Credit Agreement herein provided are subject to the satisfaction of the following
conditions precedent:
(a) The Administrative Agent shall have received each of the following documents or
instruments in form and substance reasonably acceptable to the Administrative Agent:
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(i) an original counterpart of this Agreement, duly executed by the Borrower,
the Company, the Administrative Agent, each other Guarantor and each of the Lenders,
together with all schedules and exhibits thereto duly completed;
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note;
(iii) with respect to each Financed Property which secures any Loan made under
the Credit Agreement: (i) an amendment to the Mortgage (the “Mortgage Amendment”)
for such Financed Property amending the description of the Obligations and/or
Secured Indebtedness (as defined therein) to conform such Mortgage to the increased
Commitments provided for herein, (ii) a favorable opinion of local counsel to the
Borrower in the state where such Financed Property is located, addressed to the
Administrative Agent and each Lender, as to such matters concerning the Mortgage (as
modified by the Mortgage Amendment) as the Administrative Agent may reasonably
request, and (iii) an endorsement to the Loan Title Insurance Policy issued (or to
be issued) to Administrative Agent by Xxxxxxx National Title Company with respect to
each Mortgage that the Mortgage as amended by the Mortgage Amendment continues to
secure the Credit Agreement, as amended by this Agreement, and the Policy continues
in full force and effect following the amendment of the Mortgage, without impairment
in any way;
(iv) (i) a certificate of each Loan Party dated as of the Amendment Effective
Date signed by a Responsible Officer, secretary or assistant secretary of such Loan
Party certifying and attaching the resolutions adopted by such Loan Party approving
or consenting to the terms of this Agreement, including the increase in Aggregate
Commitments contemplated by Section 2(a) hereof, and (ii) a certificate of
the Borrower, signed by a Responsible Officer, certifying that, before and after
giving effect to such increase, (A) the representations and warranties contained in
Article V of the Credit Agreement and the other Loan Documents are true and
correct on and as of the Amendment Effective Date, except to the extent that such
representations and warranties specifically refer to an earlier date, in which case
they are true and correct as of such earlier date, and (B) no Default exists; and
(v) such other documents, instruments, opinions, certifications, undertakings,
further assurances and other matters as the Administrative Agent shall reasonably
request.
(b) All fees and expenses payable to the Administrative Agent and the Lenders
(including the fees and expenses of counsel to the Administrative Agent) estimated to date
shall have been paid in full (without prejudice to final settling of accounts for such fees
and expenses).
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5. Consent of the Guarantors. Each Guarantor hereby consents, acknowledges and agrees
to the amendments and other agreements set forth herein and hereby confirms and ratifies in all
respects the Company Guaranty Agreement or Subsidiary Guaranty Agreement to which such Guarantor is
a party (including without limitation the continuation of such Guarantor’s payment and performance
obligations thereunder upon and after the effectiveness of this Agreement and the amendments
contemplated hereby) and the enforceability of such Company Guaranty Agreement or Subsidiary
Guaranty Agreement against such Guarantor in accordance with its terms.
6. Representations and Warranties. In order to induce the Administrative Agent and
the Lenders to enter into this Agreement, the Borrower represents and warrants to the
Administrative Agent and the Lenders as follows:
(a) The representations and warranties made by each Loan Party in Article V
of the Credit Agreement and in each of the other Loan Documents to which such Loan
Party is a party are true and correct on and as of the date hereof, except to the extent
that such representations and warranties expressly relate to an earlier date;
(b) Since the date of the most recent financial reports of the Borrower delivered
pursuant to Section 6.05 of the Credit Agreement, no act, event, condition or
circumstance has occurred or arisen which, singly or in the aggregate with one or more other
acts, events, occurrences or conditions (whenever occurring or arising), has had or could
reasonably be expected to have a Material Adverse Effect;
(c) The Company and all other Persons appearing as Guarantors on the signature pages to
this Agreement constitute all Persons who are required to be Guarantors pursuant to the
terms of the Credit Agreement and the other Loan Documents, including without limitation all
Persons who became Subsidiaries or were otherwise required to become Guarantors after the
Closing Date, and each of such Persons has become and remains a party to the Company
Guaranty Agreement or a Subsidiary Guaranty Agreement as a Guarantor;
(d) This Agreement has been duly authorized, executed and delivered by the Borrower,
the Company and the other Guarantors party hereto and constitutes a legal, valid and binding
obligation of such parties, except as may be limited by general principles of equity or by
the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar
law affecting creditors’ rights generally; and
(e) No Default or Event of Default has occurred and is continuing.
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7. Entire Agreement. This Agreement, together with all the Loan Documents
(collectively, the “Relevant Documents”), sets forth the entire understanding and agreement of the
parties hereto in relation to the subject matter hereof and supersedes any prior negotiations and
agreements among the parties relating to such subject matter. No promise, condition,
representation or warranty, express or implied, not set forth in the Relevant Documents shall bind
any party hereto, and no such party has relied on any such promise, condition, representation or
warranty. Each of the parties hereto acknowledges that, except as otherwise expressly stated in
the Relevant Documents, no representations, warranties or commitments, express or implied, have
been made by any party to the other in relation to the subject matter hereof or thereof. None of
the terms or conditions of this Agreement may be changed, modified, waived or canceled orally or
otherwise, except in writing and in accordance with Section 10.01 of the Credit Agreement.
8. Full Force and Effect of Agreement. Except as hereby specifically amended,
modified or supplemented, the Credit Agreement and all other Loan Documents are hereby confirmed
and ratified in all respects and shall be and remain in full force and effect according to their
respective terms.
9. Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original as against any party whose signature appears thereon, and all
of which shall together constitute one and the same instrument.
10. Governing Law. This Agreement shall in all respects be governed by, and construed
in accordance with, the laws of the State of Texas applicable to contracts executed and to be
performed entirely within such State, and shall be further subject to the provisions of Section
10.14 of the Credit Agreement.
11. Enforceability. Should any one or more of the provisions of this Agreement be
determined to be illegal or unenforceable as to one or more of the parties hereto, all other
provisions nevertheless shall remain effective and binding on the parties hereto.
12. References. All references in any of the Loan Documents to the “Credit Agreement”
shall mean the Credit Agreement, as amended hereby and as from time to time hereafter further
amended, modified, supplemented, restated or amended and restated.
13. Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the Borrower, the Company, the Administrative Agent, each of the other Guarantors and
each of the Lenders, and their respective successors, legal representatives, and assignees to the
extent such assignees are permitted assignees as provided in Section 10.06 of the Credit
Agreement.
[Signature pages follow.]
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be made, executed and
delivered by their duly authorized officers as of the day and year first above written.
BORROWER: | ||||||
GROUP 1 REALTY, INC. | ||||||
By: Name: |
/s/ Xxxx X. Xxxxxx
|
|||||
Title: | President | |||||
COMPANY: | ||||||
GROUP 1 AUTOMOTIVE, INC. | ||||||
By: Name: |
/s/ Xxxx X. Xxxxxx
|
|||||
Title: | Senior Vice President & CFO |
Signature Page
GUARANTORS: | ||||||||
BARON DEVELOPMENT COMPANY, L.L.C. | ||||||||
By: | GROUP 1 REALTY, INC., its Sole Member | |||||||
By: Name: |
/s/ Xxxx X. Xxxxxx
|
|||||||
Title: | President | |||||||
XXXX HOLDINGS, LLC | ||||||||
By: | XXXX HOLDINGS, INC., its Sole Member |
|||||||
By: | /s/ Xxxx X. Xxxxxx | |||||||
Name: | Xxxx X. Xxxxxx | |||||||
Title: | Vice President | |||||||
XXXX-FII, LLC | ||||||||
By: | XXXX HOLDINGS-F, INC., its Sole Member |
|||||||
By: | /s/ Xxxx X. Xxxxxx | |||||||
Name: | Xxxx X. Xxxxxx | |||||||
Title: | Vice President | |||||||
DANVERS-SU, LLC | ||||||||
By: | GROUP 1 HOLDINGS-S, LLC, its Sole Member |
|||||||
By: | GROUP 1 AUTOMOTIVE, INC., its Sole Member |
|||||||
By: | /s/ Xxxx X. Xxxxxx | |||||||
Name: | Xxxx X. Xxxxxx | |||||||
Title: | Senior Vice President & CFO |
Signature Page
DELAWARE ACQUISITION-DC, L.L.C. | ||||||||
By: | GROUP 1 LP
INTERESTS-DC, INC., its Sole Member |
|||||||
By: Name: |
/s/ Xxxx Xxxx
|
|||||||
Title: | President | |||||||
DELAWARE ACQUISITION-F, L.L.C. | ||||||||
By: | GROUP 1 LP
INTERESTS-F, INC., its Sole Member |
|||||||
By: Name: |
/s/ Xxxx Xxxx
|
|||||||
Title: | President | |||||||
DELAWARE ACQUISITION-GM, L.L.C. | ||||||||
By: | GROUP 1 LP
INTERESTS-GM, INC., its Sole Member |
|||||||
By: Name: |
/s/ Xxxx Xxxx
|
|||||||
Title: | President | |||||||
DELAWARE ACQUISITION-T, L.L.C. | ||||||||
By: | GROUP 1 LP
INTERESTS-T, INC., its Sole Member |
|||||||
By: Name: |
/s/ Xxxx Xxxx
|
|||||||
Title: | President |
Signature Page
DELAWARE ACQUISITION-N, L.L.C. | ||||||||
By: | GROUP 1 LP
INTERESTS-N, INC., its Sole Member |
|||||||
By: Name: |
/s/ Xxxx Xxxx
|
|||||||
Title: | President | |||||||
GPI KS-SV, L.L.C. | ||||||||
By: | GPI KS-SV, INC., its Sole Member | |||||||
By: Name: |
/s/ Xxxx X. Xxxxxx
|
|||||||
Title: | Vice President | |||||||
GROUP 1 ASSOCIATES HOLDINGS, LLC | ||||||||
By: | GROUP 1 ASSOCIATES,
INC., its Sole Member |
|||||||
By: Name: |
/s/ Xxxx X. Xxxxxx
|
|||||||
Title: | Vice President | |||||||
XXXXXX-DCIII, LLC | ||||||||
GROUP 1 HOLDINGS-DC, L.L.C. | ||||||||
GROUP 1 HOLDINGS-F, L.L.C. | ||||||||
GROUP 1 HOLDINGS-GM, L.L.C. | ||||||||
GROUP 1 HOLDINGS-H, L.L.C. | ||||||||
GROUP 1 HOLDINGS-N, L.L.C. | ||||||||
GROUP 1 HOLDINGS-S, LLC | ||||||||
GROUP 1 HOLDINGS-T, L.L.C. | ||||||||
By: | GROUP 1 AUTOMOTIVE,
INC., its Sole Member |
|||||||
By: Name: |
/s/ Xxxx X. Xxxxxx
|
|||||||
Title: | Senior Vice President & CFO |
Signature Page
XXXXXX XX, LLC XXXXXX OPERATIONS-T, LLC |
||||||||
By: | XXXX HOLDINGS, LLC, its Sole Member |
|||||||
By: | XXXX HOLDINGS, INC., its Sole Member |
|||||||
By: Name: |
/s/ Xxxx X. Xxxxxx
|
|||||||
Title: | Vice President | |||||||
XXXXXX XX, LLC | ||||||||
By: | XXXX HOLDINGS-S, INC., its Sole Member |
|||||||
By: Name: |
/s/ Xxxx X. Xxxxxx
|
|||||||
Title: | Vice President | |||||||
XXX AUTOMATIVE GROUP, LLC | ||||||||
By: | DANVERS-T, INC., its Sole Member | |||||||
By: Name: |
/s/ Xxxx X. Xxxxxx
|
|||||||
Title: | Vice President |
Signature Page
AMARILLO MOTORS-C, LTD. AMARILLO MOTORS-J, LTD. AMARILLO MOTORS-SM, LTD. CHAPERRAL DODGE, LTD. GPI, LTD. XXXX-N, LTD. LUBBOCK MOTORS-GM, LTD. LUBBOCK MOTORS-S, LTD. LUBBOCK MOTORS-SH, LTD. LUBBOCK MOTORS-T, LTD. LUBBOCK MOTORS, LTD. XXXXXXX-N, LTD. XXXXXXX-XXX, LTD. XXXXXXX CHRYSLER DODGE JEEP, LTD. XXXXXXX-G, LTD. XXXXXXX-GII, LTD. XXXXXX-XX, LTD. XXXXXX-T, LTD. XXXXXX-TII, LTD. XXXXXX-TL, LTD. XXXXXX-H, LTD. XXXXXX-N, LTD. XXXXXX-SB, LTD. XXXXXX-SL, LTD. PRESTIGE CHRYSLER NORTHWEST, LTD. PRESTIGE CHRYSLER SOUTH, LTD. ROCKWALL AUTOMOTIVE-DCD, LTD. WEST CENTRAL MANAGEMENT COMPANY, LTD. |
||||||||
By: | GROUP 1 ASSOCIATES,
INC., its General Partner |
|||||||
By: Name: |
/s/ Xxxx X. Xxxxxx
|
|||||||
Title: | Vice President | |||||||
GROUP 1 FUNDING, INC. NY-H, INC. NY-HA, INC. SMC INVESTMENT, INC. |
||||||||
By: | /s/ Xxxx X. Xxxxxx | |||||||
Name: | Xxxx X. Xxxxxx | |||||||
Title: | President |
Signature Page
XXX XXXXXX AUTOMOTIVE-EAST, INC. XXX XXXXXX CHEVROLET, INC. XXX XXXXXX DODGE, INC. XXX XXXXXX MOTORS, INC. XXX XXXXXX NISSAN, INC. XXXX HOLDINGS, INC. XXXX HOLDINGS-F, INC. XXXX HOLDINGS-S, INC. CASA CHEVROLET INC. CASA CHRYSLER PLYMOUTH JEEP INC. DANVERS — DCIII, INC. DANVERS — DCII, INC. DANVERS-N, INC. DANVERS — NII, INC. DANVERS — S, INC. DANVERS-SB, INC. DANVERS-T, INC. DANVERS-TII, INC. DANVERS-TIII, INC. DANVERS — TL, INC. FMM, INC. GPI AL-N, INC. GPI ATLANTA-T, INC. GPI CA-NIII, INC. GPI CA-TII, INC. GPI KS-SB, INC. GPI MS-H, INC. GPI MS-N, INC. GPI MS-SK, INC. GPI NH-T, INC. GPI NH-TL, INC. GPI SAC-SK, INC. GPI SAC-T, INC. GPI SD-DC, INC. GPI SD-IMPORTS, INC. GROUP 1 ASSOCIATES, INC. GROUP 1 FL HOLDINGS, INC. XXXXXX-DCII, INC. XXXXXX-XX, INC. XXXXXX-XX XX, INC. XXXXXX-GMIII, INC. |
||||||||
By: | /s/ Xxxx X. Xxxxxx | |||||||
Name: | Xxxx X. Xxxxxx | |||||||
Title: | Vice President |
Signature Page
XXXXXX-H, INC. XXXXXX-XX, INC. XXXXXX-XX, INC. XXXXXX-SI, INC. XXXXXX-FLMII, INC. XXXXXX PONTIAC-GMC, INC. XXXX CHEVROLET CO. XXXX XXXXX AUTOMOTIVE — H, INC. XXXX XXXXX AUTOMOTIVE-N, INC. XXXX XXXXX AUTOPLAZA, INC. XXXX XXXXX AUTOPLEX BUICK, INC. XXXX XXXXX AUTOPLEX DODGE, INC. XXXX XXXXX AUTOPLEX, INC. XXXX XXXXX AUTOPLEX-GERMAN IMPORTS, INC. XXXX XXXXX GM, INC. XXXX XXXXX IMPORTS, INC. XXXX XXXXX MOTORS, INC. XXXXXX-DM, INC. XXXXXX-XXX, INC. XXXXXX-SH, INC. XXXXXX AUTOMOTIVE GROUP, INC. MILLBRO, INC. XXXXXX FAMILY COMPANY, INC. XXXXXX IMPORTS, INC. XXXXXX INFINITI INC. XXXXXX NISSAN, INC. NJ-DM, INC. NJ-H, INC. NJ-HA, INC. NJ-HAII, INC. NJ-HII, INC. NJ-SB, INC. NJ-SV, INC. NY-FV, INC. NY-FVII, INC. NY-SB, INC. NY-SBII, INC. SUNSHINE BUICK PONTIAC GMC TRUCK, INC. |
||||||||
By: | /s/ Xxxx X. Xxxxxx | |||||||
Name: | Xxxx X. Xxxxxx | |||||||
Title: | Vice President |
Signature Page
GROUP 1 LP INTERESTS-DC, INC. GROUP 1 LP INTERESTS-F, INC. GROUP 1 LP INTERESTS-GM, INC. GROUP 1 LP INTERESTS-H, INC. GROUP 1 LP INTERESTS-N, INC. GROUP 1 LP INTERESTS-S, INC. GROUP 1 LP INTERESTS-T, INC. |
||||||||
By: | /s/ Xxxx Xxxx | |||||||
Name: | Xxxx Xxxx | |||||||
Title: | President & Secretary |
Signature Page
ADMINISTRATIVE AGENT: | ||||||||
BANK OF AMERICA, N.A., as Administrative Agent |
||||||||
By: | /s/ Xxxx X. Xxxxxxx | |||||||
Name: | Xxxx X. Xxxxxxx | |||||||
Title: | Assistant Vice President |
Signature Page
EXISTING LENDER: | ||||||||
BANK OF AMERICA, N.A. | ||||||||
By: | /s/ M. Xxxxxxxx Xxx | |||||||
Name: | M. Xxxxxxxx Xxx | |||||||
Title: | Senior Vice President | |||||||
Signature Page
JOINING LENDERS: | ||||||||
COMERICA BANK | ||||||||
By: | /s/ Xxxxxxxx Xxxxx | |||||||
Name: | Xxxxxxxx Xxxxx | |||||||
Title: | Corporate Banking Officer |
Signature Page
JPMORGAN CHASE BANK, N.A. | ||||||||
By: | /s/ H. Xxxxx Xxxxx | |||||||
Name: | H. Xxxxx Xxxxx | |||||||
Title: | Senior Vice President |
Signature Page
KEYBANK NATIONAL ASSOCIATION | ||||||||
By: | /s/ Xxx Xxxxxx | |||||||
Name: | Xxx Xxxxxx | |||||||
Title: | Commercial R.M., V.P. |
Signature Page
NISSAN MOTOR ACCEPTANCE CORPORATION |
||||||||
By: | /s/ Xxxxx Xxxxxx | |||||||
Name: | Xxxxx Xxxxxx | |||||||
Title: | Director Commercial Credit & LCV Lending |
Signature Page
WACHOVIA BANK, NATIONAL ASSOCIATION |
||||||||
By: | /s/ Xxxxxxx X. Xxxxxxx | |||||||
Name: | Xxxxxxx X. Xxxxxxx | |||||||
Title: | Senior Vice President |
Signature Page
SOVEREIGN BANK | ||||||||
By: | /s/ Xxxx X. Xxxxxxx | |||||||
Name: | Xxxx X. Xxxxxxx | |||||||
Title: | Vice President |
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TOYOTA MOTOR CREDIT CORPORATION | ||||||||
By: | /s/ Xxxx Doi | |||||||
Name: | Xxxx Doi | |||||||
Title: | Dealer Credit National Manager |
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BMW FINANCIAL SERVICES NA, LLC | ||||||||
By: | /s/ Xxxx Note | |||||||
Name: | Xxxx Note | |||||||
Title: | General Manager, Retailer Finance | |||||||
By: | /s/ Xxxxxxx Xxxxxxxx | |||||||
Name: | Xxxxxxx Xxxxxxxx | |||||||
Title: | Manager, Retailer Finance |
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SCHEDULE 2.01
COMMITMENTS AND
APPLICABLE PERCENTAGES
APPLICABLE PERCENTAGES
(as of Amendment Effective Date)
Applicable | ||||||||
Lender | Commitment | Percentage | ||||||
Bank of America, N.A. |
$ | 51,000,000.00 | 21.70212766 | % | ||||
BMW Financial Services NA, LLC |
$ | 45,000,000.00 | 19.14893617 | % | ||||
Toyota Motor Credit Corporation |
$ | 35,000,000.00 | 14.89361702 | % | ||||
Wachovia Bank, National Association |
$ | 25,000,000.00 | 10.63829787 | % | ||||
Comerica Bank |
$ | 25,000,000.00 | 10.63829787 | % | ||||
Sovereign Bank |
$ | 15,000,000.00 | 6.38297872 | % | ||||
Nissan Motor Acceptance Corporation |
$ | 15,000,000.00 | 6.00000000 | % | ||||
Keybank National Association |
$ | 14,000,000.00 | 5.95744681 | % | ||||
JPMorgan Chase Bank, N.A. |
$ | 10,000,000.00 | 4.25531915 | % | ||||
Total |
$ | 235,000,000.00 | 100.00000000 | % |
ANNEX A
ADMINISTRATIVE DETAILS
FOR JOINING LENDERS
FOR JOINING LENDERS
See Attached.
ANNEX B
SIDE LETTER AGREEMENT
See Attached.
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