Group 1 Automotive, Inc. Contracts & Agreements

Additional Borrower Addendum to Master Loan Agreement dated effective March 25, 2024 (Filed With SEC on March 28, 2024)

Form of Restricted Stock Agreement (2024 Form) (Filed With SEC on February 14, 2024)

Form of Performance Share Unit Agreement (2024 Form) (Filed With SEC on February 14, 2024)

Master Credit Agreement, dated February 12, 2024, by and among Group 1 Realty, Inc., AMR Real Estate Holdings, LLC, Group 1 Realty NE, LLC, G1R Clear Lake, LLC and LHM ATO, LLC,... (Filed With SEC on February 14, 2024)

Master Loan Agreement dated effective December 8, 2023 (Filed With SEC on December 11, 2023)

Transition and Separation Agreement, effective as of March 31, 2023, between Group 1 Automotive, Inc. and Darryl Burman (Filed With SEC on April 28, 2023)

Transition and Separation Agreement, effective as of November 1, 2022, between Group 1 Automotive, Inc. and Frank Grese (Filed With SEC on February 16, 2023)

First Amendment to Incentive, Compensation, Confidentiality, Non-Disclosure and Non-Compete Agreement, effective as of August 24, 2022, between Group 1 Automotive, Inc. and Daryl... (Filed With SEC on October 28, 2022)

Second Amendment to Employment Agreement, effective as of August 24, 2022, between Group 1 Automotive, Inc. and Earl J. Hesterberg (Filed With SEC on October 28, 2022)

Third Amendment to Eleventh Amended and Restated Revolving Credit Agreement dated as of December 30, 2021 among Group 1 Automotive, Inc., the Subsidiary Borrowers listed therein,... (Filed With SEC on February 23, 2022)

Share Purchase Agreement, dated November 12, 2021, by and between the Company, Buyer and UAB as intervening party (English translation) (Filed With SEC on November 15, 2021)

Purchase Agreement, dated as of September 12, 2021, by and among Group 1 Automotive, Inc., GPB Portfolio Automotive, LLC, Capstone Automotive Group, LLC, Capstone Automotive Group... (Filed With SEC on November 4, 2021)

Commitment Letter, dated as of September 12, 2021, by and among Group 1 Automotive, Inc. and Wells Fargo Bank, National Association (Filed With SEC on November 4, 2021)

Purchase Agreement, dated October 6, 2021, by and among Group 1 Automotive, Inc., BofA Securities, Inc., as representative of the Initial Purchasers listed in Schedule 1 thereto,... (Filed With SEC on October 7, 2021)

Form of Restricted Stock Agreement with Qualified Retirement Provisions (Filed With SEC on August 5, 2021)

Description of the Registrants Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (Filed With SEC on February 24, 2021)

Group 1 Automotive, Inc. Aircraft Usage Policy (Filed With SEC on February 24, 2021)

Retention, Confidentiality and Non-Compete Agreement dated August 20, 2020 between Group 1 Automotive, Inc. and Daniel McHenry (Filed With SEC on November 4, 2020)

Waiver and First Amendment to Eleventh Amended and Restated Revolving Credit Agreement dated as of March 3, 2020 among Group 1 Automotive, Inc., the Subsidiary Borrowers listed... (Filed With SEC on November 4, 2020)

Group 1 Automotive, Inc. Deferred Compensation Plan, As Amended and Restated, effective January 1, 2021 (Filed With SEC on November 4, 2020)

First Amendment to the Group 1 Automotive, Inc. 2014 Long Term Incentive Plan, effective May 13, 2020 (Filed With SEC on November 4, 2020)

Second Amendment to Eleventh Amended and Restated Revolving Credit Agreement dated as of October 30, 2020 among Group1 Automotive, Inc., the Subsidiary Borrowers listed therein,... (Filed With SEC on November 4, 2020)

Indenture, dated as of August 17, 2020, by and among Group 1 Automotive, Inc., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee (Filed With SEC on August 17, 2020)

Purchase Agreement, dated August 3, 2020, by and among Group 1 Automotive, Inc., J.P. Morgan Securities LLC, as representative of the initial purchasers listed in Schedule 1... (Filed With SEC on August 4, 2020)

Incentive, Compensation, Confidentiality, Non-Disclosure and Non-Compete Agreement dated June 6, 2011, between Group 1 Automotive, Inc. and Darryl Kenningham (Filed With SEC on August 3, 2020)

Transition and Separation Agreement, effective June 1, 2020, between Group 1 Automotive, Inc. and John C. Rickel (Filed With SEC on August 3, 2020)

Offer Letter, dated June 1, 2020, between Group 1 Automotive, Inc. and Daniel McHenry (Filed With SEC on August 3, 2020)

Description of the Registrants Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (Filed With SEC on February 13, 2020)

Form of Performance Share Unit Agreement (Filed With SEC on May 8, 2019)

Form of Phantom Stock Agreement (Cash Settlement) for Non-Employee Directors (Filed With SEC on February 19, 2019)

Form of Restricted Stock Agreement for Non-Employee Directors (Filed With SEC on February 19, 2019)

Fourth Amendment to Group 1 Automotive, Inc. Deferred Compensation Plan, as Amended and Restated, signed August 15, 2018 (Filed With SEC on November 1, 2018)

Form of Restricted Stock Agreement with Qualified Retirement Provisions (Filed With SEC on May 22, 2018)

Amendment to Employment Agreement dated effective as of May 17, 2018 between Group 1 Automotive, Inc. and Earl J. Hesterberg (Filed With SEC on May 22, 2018)

Form of Restricted Stock Agreement with Qualified Retirement Provisions (Filed With SEC on May 4, 2018)

Group 1 Automotive, Inc. 2018 Short Term Incentive Plan Guidelines (Filed With SEC on February 22, 2018)

Group 1 Automotive, Inc. Aircraft Usage Policy (Filed With SEC on February 20, 2018)

2017 Short Term Incentive Plan Guidelines (Filed With SEC on March 3, 2017)

2016 Short Term Incentive Plan Guidelines (Filed With SEC on February 19, 2016)

TRANSITION AGREEMENT (Filed With SEC on February 17, 2016)

EMPLOYMENT AGREEMENT (Filed With SEC on February 17, 2016)

INDENTURE Dated as of December 8, 2015 Among GROUP 1 AUTOMOTIVE, INC. THE SUBSIDIARY GUARANTORS PARTY HERETO and WELLS FARGO BANK, NATIONALASSOCIATION, as Trustee 5.250% SENIOR... (Filed With SEC on December 9, 2015)

$300,000,000 GROUP 1 AUTOMOTIVE, INC. 5.250% Senior Notes due 2023 Purchase Agreement December 3, 2015 (Filed With SEC on December 4, 2015)

EMPLOYMENT AGREEMENT (Filed With SEC on May 22, 2015)

NON-COMPETE AGREEMENT (Filed With SEC on May 22, 2015)

2015 Short Term Incentive Plan Guidelines (Filed With SEC on March 2, 2015)

FORM OF SENIOR EXECUTIVE OFFICER RESTRICTED STOCK AGREEMENT (Filed With SEC on November 7, 2014)

FORM OF RESTRICTED STOCK AGREEMENT Qualified Retirement (Filed With SEC on November 7, 2014)

FORM OF RESTRICTED STOCK AGREEMENT (Filed With SEC on November 7, 2014)

FORM OF PHANTOM STOCK AGREEMENT (Filed With SEC on November 7, 2014)

FORM OF PERFORMANCE-BASED RESTRICTED STOCK AGREEMENT (Filed With SEC on November 7, 2014)

REGISTRATION RIGHTS AGREEMENT (Filed With SEC on September 11, 2014)

$200,000,000 GROUP 1 AUTOMOTIVE, INC. 5.000% Senior Notes due 2022 Purchase Agreement (Filed With SEC on September 5, 2014)

FIRST AMENDMENT to NINTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (Filed With SEC on August 4, 2014)

UNWIND AGREEMENT dated as of July 25, 2014 with respect to the Call Option Transaction Confirmation and the Warrants Confirmation between Group 1 Automotive, Inc. and JPMorgan... (Filed With SEC on July 31, 2014)

UNWIND AGREEMENT dated as of July 25, 2014 with respect to the Call Option Transaction Confirmation and the Warrants Confirmation between Group 1 Automotive, Inc. and Bank of... (Filed With SEC on July 31, 2014)

PARTIAL UNWIND AGREEMENT dated as of June 25, 2014 with respect to the Call Option Transaction Confirmations and the Warrants Confirmations between Group 1 Automotive, Inc. and... (Filed With SEC on June 26, 2014)

INDENTURE Dated as of June 2, 2014 Among GROUP 1 AUTOMOTIVE, INC. THE SUBSIDIARY GUARANTORS PARTY HERETO and WELLS FARGO BANK, NATIONALASSOCIATION, as Trustee 5.000% SENIOR NOTES... (Filed With SEC on June 3, 2014)

REGISTRATION RIGHTS AGREEMENT (Filed With SEC on June 3, 2014)

$350,000,000 GROUP 1 AUTOMOTIVE, INC. 5.000% Senior Notes due 2022 Purchase Agreement (Filed With SEC on May 21, 2014)

2014 Corporate Incentive Compensation Plan (Filed With SEC on February 28, 2014)

AMENDMENT TO THE SHARE PURCHASE AGREEMENT by and among GROUP 1AUTOMOTIVE, INC. and GROUP 1 AUTOMOTIVE DO BRASIL S.A. and THE SHAREHOLDERS OF UAB MOTORS PARTICIPAES S.A. named... (Filed With SEC on October 31, 2013)

SECOND AMENDMENT TO THE SHARE PURCHASE AGREEMENT (Filed With SEC on October 31, 2013)

THIRD AMENDMENT TO THE SHARE PURCHASE AGREEMENT (Filed With SEC on October 31, 2013)

NINTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Effective as of June 20, 2013 Among GROUP 1 AUTOMOTIVE, INC., the Subsidiary Borrowers Listed Herein, THE LENDERS LISTED... (Filed With SEC on June 26, 2013)

OFFICERS TERMS OF ENGAGEMENT AND GUARANTEES (Filed With SEC on May 10, 2013)

STOCKHOLDERS AGREEMENT (Filed With SEC on March 5, 2013)

2013 Incentive Compensation Guidelines (Filed With SEC on March 5, 2013)

MASTER ASSIGNMENT AND ACCEPTANCE (Filed With SEC on February 20, 2013)

FIRST AMENDMENT to EIGHTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (Filed With SEC on October 26, 2012)

AMENDMENT TO EMPLOYMENT AGREEMENT (Filed With SEC on February 29, 2012)

2012 Incentive Compensation Guidelines (Filed With SEC on February 29, 2012)

Summary of Non-Employee Director Compensation Effective January 1, 2012 (Filed With SEC on February 10, 2012)

RESTRICTED STOCK AGREEMENT Qualified Retirement (Filed With SEC on February 10, 2012)

REVOLVING CREDIT AGREEMENT Effective as of July 1, 2011 Among GROUP 1 AUTOMOTIVE, INC., the Subsidiary Borrowers Listed Herein, THE LENDERS LISTED HEREIN, JPMORGAN CHASE BANK,... (Filed With SEC on July 6, 2011)

2011 Incentive Compensation Guidelines (Filed With SEC on March 14, 2011)

our future operating performance (Filed With SEC on February 11, 2011)

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT DATED EFFECTIVE AS OF APRIL 9, 2005, BETWEEN GROUP 1 AUTOMOTIVE, INC. AND EARL J. HESTERBERG (Filed With SEC on April 30, 2010)

EMPLOYMENT AGREEMENT (Filed With SEC on November 16, 2009)

As adjusted (Filed With SEC on August 4, 2009)

EMPLOYMENT AGREEMENT (Filed With SEC on March 17, 2009)

SECOND AMENDMENT to SEVENTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (Filed With SEC on March 17, 2009)

our future operating performance (Filed With SEC on February 25, 2009)

Financial Statements (Filed With SEC on November 7, 2008)

First Amendment to Revolving Credit Agreement (Filed With SEC on February 28, 2008)

Amendment No. 2 to Credit Agreement and Joinder Agreement (Filed With SEC on February 28, 2008)

Amendment No. 3 to Credit Agreement (Filed With SEC on February 28, 2008)

Description of Non-Employee Director Compensation Plan for 2008 (Filed With SEC on February 28, 2008)

Deferred Compensation Plan, as Amended and Restated (Filed With SEC on February 28, 2008)

First Amendment to the Employment Agreement - Earl J. Hesterberg (Filed With SEC on February 28, 2008)

First Amendment to Restricted Stock Agreement (Filed With SEC on February 28, 2008)

First Amendment to the Employment Agreement - John C. Rickel (Filed With SEC on February 28, 2008)

First Amendment to the Employment Agreement - Darryl M. Burman (Filed With SEC on February 28, 2008)

First Amendment to the Employment Agreement (Filed With SEC on February 28, 2008)

First Amendment to the Incentive Compensation, Confidentiality, Non-Disclosure and Non-Compete Agreement (Filed With SEC on February 28, 2008)

INDEMNIFICATION AGREEMENT (Filed With SEC on November 13, 2007)

EXHIBIT A TO PERFORMANCE-BASED RESTRICTED STOCK AGREEMENT VESTING SCHEDULE (Filed With SEC on November 13, 2007)

Form of Performance-Based Restricted Stock Agreement (Filed With SEC on August 7, 2007)

Credit Agreement (Filed With SEC on May 8, 2007)

Amendment No. 1 to Credit Agreement (Filed With SEC on May 8, 2007)

SEVENTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Effective as of March 19, 2007 Among GROUP 1 AUTOMOTIVE, INC., the Subsidiary Borrowers Listed Herein, THE LENDERS LISTED... (Filed With SEC on March 21, 2007)

Description of Annual Incentive Plan for Executive Officers (Filed With SEC on February 27, 2007)

Deferred Compensation Plan (Filed With SEC on February 27, 2007)

Description of Non-Employee Director Compensation Plan (Filed With SEC on February 27, 2007)

Incentive Compensation, Confidentiality, Non-Disclosure & Non-Compete Agreement (Filed With SEC on February 27, 2007)

Severance Agreement - Joe Herman (Filed With SEC on February 27, 2007)

EMPLOYMENT AGREEMENT (Filed With SEC on December 1, 2006)

INCENTIVE COMPENSATION AND NON-COMPETE AGREEMENT (Filed With SEC on December 1, 2006)

$250,000,000 Group 1 Automotive, Inc. 2.25% Convertible Senior Notes due July 15, 2036 Purchase Agreement (Filed With SEC on June 26, 2006)

GROUP 1 AUTOMOTIVE, INC., AND WELLS FARGO BANK, N.A., AS TRUSTEE 2.25% Convertible Senior Notes due 2036 INDENTURE Dated as of June 26, 2006 1 TABLE OF CONTENTS (Filed With SEC on June 26, 2006)

$250,000,000 Group 1 Automotive, Inc. 2.25% Convertible Senior Notes Due 2036 Registration Rights Agreement (Filed With SEC on June 26, 2006)

To: Group 1 Automotive, Inc.950 Echo Lane, Suite 100Houston, TX 77024Attention: Kim CraigTelephone No.: (713) 647-5742 Facsimile No.: (713) 647-5858 (Filed With SEC on June 26, 2006)

To: Group 1 Automotive, Inc.950 Echo Lane, Suite 100Houston, TX 77024Attention: Kim Craig Telephone No.: (713) 647-5742 Facsimile No.:(713) 647-5858 Re: Call Option Transaction... (Filed With SEC on June 26, 2006)

To: Group 1 Automotive, Inc.950 Echo Lane, Suite 100Houston, TX 77024Attention: Kim CraigTelephone No.: (713) 647-5742 Facsimile No.: (713) 647-5858 (Filed With SEC on June 26, 2006)

To: Group 1 Automotive, Inc.950 Echo Lane, Suite 100Houston, TX 77024Attention: Kim Craig Telephone No.: (713) 647-5742 Facsimile No.:(713) 647-5858 Re: Issuer Warrant Transaction... (Filed With SEC on June 26, 2006)

To: Group 1 Automotive, Inc.950 Echo Lane, Suite 100Houston, TX 77024Attention: Kim CraigTelephone No.: (713) 647-5742 Facsimile No.: (713) 647-5858 (Filed With SEC on June 26, 2006)

EMPLOYMENT AGREEMENT (Filed With SEC on June 7, 2006)

INCENTIVE COMPENSATION AND NON-COMPETE AGREEMENT (Filed With SEC on June 7, 2006)

SEVERANCE AGREEMENT (Filed With SEC on March 2, 2006)

LEASE AGREEMENT between REHCO, L.L.C., an Oklahoma limited liability company (Landlord) (Filed With SEC on March 2, 2006)

SIXTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Effective as of December 16, 2005 Among GROUP 1 AUTOMOTIVE, INC., the Subsidiary Borrowers Listed Herein, THE LENDERS LISTED... (Filed With SEC on December 21, 2005)

Separation Agreement & General Release - B.B. Hollingsworth, Jr (Filed With SEC on August 9, 2005)

EMPLOYMENT AGREEMENT (Filed With SEC on April 14, 2005)

FIFTH AMENDMENT TO GROUP 1 AUTOMOTIVE, INC. 1996 STOCK INCENTIVE PLAN (Filed With SEC on March 16, 2005)

RESTRICTED STOCK AGREEMENT (Filed With SEC on March 16, 2005)

PHANTOM STOCK AGREEMENT (Filed With SEC on March 16, 2005)

RESTRICTED STOCK AGREEMENT (Filed With SEC on March 16, 2005)

PHANTOM STOCK AGREEMENT (Filed With SEC on March 16, 2005)

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Group 1 Automotive, Inc. Contracts & Agreements