0001193125-10-075211 Sample Contracts

To: Group 1 Automotive, Inc. Houston, TX 77024 Attention: Michael Welch Telephone No.: (713) 647-5742 Facsimile No.: (713) 647-5858 Re: Additional Warrants
Letter Agreement • April 1st, 2010 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • New York

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Group 1 Automotive, Inc. (“Company”) to JPMorgan Chase Bank, National Association, London Branch (“Dealer”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for this Transaction.

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March 29, 2010
Letter Agreement • April 1st, 2010 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • New York

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between JPMorgan Chase Bank, National Association, London Branch (“Dealer”) and Group 1 Automotive, Inc. (“Counterparty”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for this Transaction.

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