GROUP 1 AUTOMOTIVE, INC.,Group 1 Automotive Inc • June 26th, 2006 • Retail-auto dealers & gasoline stations • New York
INDENTURE dated as of June 26, 2006, among GROUP 1 AUTOMOTIVE, INC., a Delaware corporation (the “Company”) and WELLS FARGO BANK, N.A., as Trustee (the “Trustee”).
Group 1 Automotive, Inc. Registration Rights AgreementRegistration Rights Agreement • June 26th, 2006 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of June 26, 2006, by and among Group 1 Automotive, Inc., a Delaware corporation (the “Company”), and J.P. Morgan Securities Inc. acting on behalf of the several parties (the “Initial Purchasers”) named in Schedule I to that certain Purchase Agreement, dated as of June 20, 2006 (the “Purchase Agreement”) among the Company and you, as representative of the Initial Purchasers.
To: Group 1 Automotive, Inc. Facsimile No.: (713) 647-5858Letter Agreement • June 26th, 2006 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • New York
The purpose of this letter agreement (the “Amendment”) is to amend the terms and conditions of the Transaction (the “Transaction”) entered into among JPMorgan Chase Bank, National Association, London Branch (“JPMorgan”) and Group 1 Automotive, Inc. (the “Counterparty”) pursuant to a letter agreement (the “Confirmation”) dated June 20, 2006, pursuant to which the Counterparty purchased from JPMorgan a Number of Options equal to 100,000 in connection with the issuance by Counterparty of USD 250,000,000 principal amount of 2.25% Convertible Senior Notes due 2036 (the “Initial Convertible Notes”) under the Indenture to be dated June 26, 2006 between Counterparty and Wells Fargo Bank, N.A., as trustee. This Amendment relates to, and sets forth the terms of, the purchase by the Counterparty from JPMorgan of an additional Number of Options (the “Additional Number of Options”) in connection with the issuance by the Counterparty of an additional USD 37,500,000 principal amount of 2.25% Converti
To: Group 1 Automotive, Inc. Facsimile No.: (713) 647-5858Letter Agreement • June 26th, 2006 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • New York
The purpose of this letter agreement (the “Amendment”) is to amend the terms and conditions of the Transaction (the “Transaction”) entered into among Bank of America, N.A. (“BofA”) and Group 1 Automotive, Inc. (the “Counterparty”) pursuant to a letter agreement (the “Confirmation”) dated June 20, 2006, pursuant to which the Counterparty purchased from BofA a Number of Options equal to 150,000 in connection with the issuance by Counterparty of USD 250,000,000 principal amount of 2.25% Convertible Senior Notes due 2036 (the “Initial Convertible Notes”) under the Indenture to be dated June 26, 2006 between Counterparty and Wells Fargo Bank, N.A., as trustee. This Amendment relates to, and sets forth the terms of, the purchase by the Counterparty from BofA of an additional Number of Options (the “Additional Number of Options”) in connection with the issuance by the Counterparty of an additional USD 37,500,000 principal amount of 2.25% Convertible Senior Notes due 2036 (the “Additional Conv
To: Group 1 Automotive, Inc. Facsimile No.: (713) 647-5858Group 1 Automotive Inc • June 26th, 2006 • Retail-auto dealers & gasoline stations • New York
The purpose of this letter agreement (the “Amendment”) is to amend the terms and conditions of the Transaction (the “Transaction”) entered into between Bank of America, N.A. (“BofA”) and Group 1 Automotive, Inc., (the “Company”) pursuant to a letter agreement (the “Confirmation”) dated June 20, 2006, pursuant to which BofA has purchased from the Company a Number of Warrants equal to 2,524,005. This Amendment relates to, and sets forth the terms of, the purchase by BofA from the Company of an additional Number of Warrants (the “Additional Number of Warrants”).
To: Group 1 Automotive, Inc. Facsimile No.: (713) 647-5858Group 1 Automotive Inc • June 26th, 2006 • Retail-auto dealers & gasoline stations • New York
The purpose of this letter agreement 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 (“JPMorgan”) 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 letter and serve as the final documentation for this Transaction.
To: Group 1 Automotive, Inc. Facsimile No.: (713) 647-5858Group 1 Automotive Inc • June 26th, 2006 • Retail-auto dealers & gasoline stations • New York
The purpose of this letter agreement (the “Amendment”) is to amend the terms and conditions of the Transaction (the “Transaction”) entered into between JPMorgan Chase Bank, National Association, London Branch (“JPMorgan”) and Group 1 Automotive, Inc., (the “Company”) pursuant to a letter agreement (the “Confirmation”) dated June 20, 2006, pursuant to which JPMorgan has purchased from the Company a Number of Warrants equal to 1,682,670. This Amendment relates to, and sets forth the terms of, the purchase by JPMorgan from the Company of an additional Number of Warrants (the “Additional Number of Warrants”).
To: Group 1 Automotive, Inc. Telephone No.: (713) 647-5742 Facsimile No.:(713) 647-5858 Re: Issuer Warrant Transaction (Transaction Reference Number: 22956)Group 1 Automotive Inc • June 26th, 2006 • Retail-auto dealers & gasoline stations • New York
The purpose of this letter agreement is to confirm the terms and conditions of the Warrants issued by Group 1 Automotive, Inc. (“Company”) to Bank of America, N.A. (“BofA”) 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 letter and serve as the final documentation for this Transaction.
To: Group 1 Automotive, Inc. Telephone No.: (713) 647-5742 Facsimile No.:(713) 647-5858 Re: Call Option Transaction (Transaction Reference Number: 22955)Group 1 Automotive Inc • June 26th, 2006 • Retail-auto dealers & gasoline stations • New York
The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between Bank of America, N.A. (“BofA”) 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 letter and serve as the final documentation for this Transaction.
Group 1 Automotive, Inc. Purchase AgreementPurchase Agreement • June 26th, 2006 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • New York
Group 1 Automotive, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the initial purchasers listed on Schedule I hereto (the “Initial Purchasers”) for whom you are acting as representative, $250,000,000 principal amount of its 2.25% Convertible Senior Notes due 2036 (the “Firm Securities”) to be issued pursuant to the provisions of an Indenture dated as of June 26, 2006 (the “Indenture”) between the Company and Wells Fargo Bank, National Association, as Trustee (the “Trustee”). The Company also proposes to issue and sell to the Initial Purchasers not more than an additional $37,500,000 principal amount of its 2.25% Convertible Senior Notes due 2036 (the “Additional Securities”, and together with the Firm Securities, the “Securities”) if and to the extent that the Initial Purchasers shall have determined to exercise the right to purchase such 2.25% Convertible Senior Notes due 2036 granted to the Initial Purchasers in Section 1 hereof. The Securities will be c
To: Group 1 Automotive, Inc. Facsimile No.: (713) 647-5858Group 1 Automotive Inc • June 26th, 2006 • Retail-auto dealers & gasoline stations • New York
The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between JPMorgan Chase Bank, National Association, London Branch (“JPMorgan”) 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 letter and serve as the final documentation for this Transaction.
