0001031203-20-000022 Sample Contracts

RETENTION, CONFIDENTIALITY AND NON-COMPETE AGREEMENT
Retention, Confidentiality and Non-Compete Agreement • November 4th, 2020 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • Texas

This Retention, Confidentiality and Non-Compete Agreement (this “Agreement”) is made by and between Group 1 Automotive, Inc. (the “Company”) and Daniel McHenry (“Employee”), effective as of August 20, 2020 (the “Effective Date”). The Company and Employee are referred to individually herein as a “Party” and collectively as the “Parties.”

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WAIVER AND FIRST AMENDMENT TO ELEVENTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • November 4th, 2020 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • Texas

THIS WAIVER AND FIRST AMENDMENT TO ELEVENTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Amendment”) is made and entered into as of the 3rd day of March, 2020, by and among GROUP 1 AUTOMOTIVE, INC., a Delaware corporation (the “Company”), each of the Subsidiaries of the Company listed on the signature pages hereof (the Company and such Subsidiaries of the Company are sometimes referred to herein as, individually, a “Borrower,” and collectively, the “Borrowers”), the lenders listed on the signature pages hereof (the “Lenders”), U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent for the Lenders (in such capacity, the “Agent”), and COMERICA BANK, as Floor Plan Agent for the Lenders (in such capacity, the “Floor Plan Agent”).

SECOND AMENDMENT TO ELEVENTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • November 4th, 2020 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • Texas

THIS SECOND AMENDMENT TO ELEVENTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Amendment”) is made and entered into as of the 30th day of October, 2020, by and among GROUP 1 AUTOMOTIVE, INC., a Delaware corporation (the “Company”), each of the Subsidiaries of the Company listed on the signature pages hereof (the Company and such Subsidiaries of the Company are sometimes referred to herein as, individually, a “Borrower,” and collectively, the “Borrowers”), the lenders listed on the signature pages hereof (the “Lenders”), U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent for the Lenders (in such capacity, the “Agent”), and COMERICA BANK, as Floor Plan Agent for the Lenders (in such capacity, the “Floor Plan Agent”).

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