Second Supplemental Indenture and Subsidiary Guarantee, by and among Group 1 Automotive, Inc., the guarantors party thereto and Computershare Trust Company, N.A., as trustee

This Second Supplemental Indenture and Subsidiary Guarantee, dated as of June 14, 2024 (this “Supplemental Indenture” or “Subsidiary Guarantee”), among the parties listed on Schedule A hereto (collectively, the “New Guarantors”), Group 1 Automotive, Inc. (together with its successors and assigns, the “Company”), each other then-existing Subsidiary Guarantor under the Indenture referred to below (the “Subsidiary Guarantors”), and Computershare Trust Company, N.A., as successor trustee (the “Trustee”) to Wells Fargo Bank, National Association, under such Indenture.

WHEREAS, the Company, the Subsidiary Guarantors and the Trustee have heretofore executed and delivered an Indenture, dated as of August 17, 2020 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of an unlimited aggregate principal amount of 4.000% Senior Notes due 2028 of the Company (the “Notes”);

WHEREAS, Section 4.15 of the Indenture provides that in certain circumstances the Company may be required to cause certain Restricted Subsidiaries of the Company to execute and deliver a Guarantee with respect to the Notes on the same terms and conditions as those set forth in the Indenture; and

WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee, the Company and the Subsidiary Guarantors are authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any Holder to add additional Subsidiary Guarantors.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantors, the Company, the existing Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

SECTION 1.1 Defined Terms. As used in this Supplemental Indenture, capitalized terms defined in the Indenture or in the preamble or recitals thereto are used herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

SECTION 2.1 Agreement to be Bound. The New Guarantors hereby become parties to the Indenture as Subsidiary Guarantors and as such shall have all of the rights and be subject to all of the obligations and agreements of a Subsidiary Guarantor under the Indenture. Each of the New Guarantors agree to be bound by all of the provisions of the Indenture applicable to a Subsidiary Guarantor and to perform all of the obligations and agreements of a Subsidiary Guarantor under the Indenture, subject to the release provisions and other limitations set forth in the Indenture.

SECTION 3.1 Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

SECTION 3.2 Severability Clause. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

SECTION 3.3 Ratification of Indenture; Supplemental Indentures Part of Indenture; No Liability of Trustee. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of a Note heretofore or hereafter authenticated and delivered shall be bound hereby. This Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture or the New Guarantors’ Subsidiary Guarantee. Additionally, the Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Company, the New Guarantors and the Subsidiary Guarantors, and the Trustee makes no representation with respect to any such matters.

SECTION 3.4 Counterparts. This Supplemental Indenture may be executed in two or more counterparts, which when so executed shall constitute one and the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

SECTION 3.5 Headings. The headings of the Articles and the sections in this Subsidiary Guarantee are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

 

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

 

                        EXISTING GUARANTORS:

Advantagecars.com, Inc.

Amarillo Motors-F, Inc.

Bob Howard Automotive-East, Inc.

Bob Howard Chevrolet, Inc.

Bob Howard Dodge, Inc.

Bob Howard Motors, Inc.

Bob Howard Nissan, Inc.

Chaperral Dodge, Inc.

Danvers-S, Inc.

Danvers-SB, Inc.

Danvers-T, Inc.

Danvers-TII, Inc.

Danvers-TIV, Inc

Danvers-TL, Inc.

Danvers-TV, Inc.

GPI AL-N, Inc.

GPI CA-SV, Inc.

GPI CA-TII, Inc.

GPI CC, Inc.

GPI GA Holdings, Inc.

GPI KS-SB, Inc.

GPI KS-SK, Inc.

GPI MS-H, Inc.

GPI MS-N, Inc.

GPI MS-SK, Inc.

GPI NH-T, Inc.

GPI NH-TL, Inc.

GPI NM-J, Inc.

GPI NM-LRII, Inc.

GPI NM-SB, Inc.

GPI NM-SBII, Inc.

GPI NM-TL, Inc.

GPI NY Holdings, Inc.

GPI OK-HII, Inc.

GPI OK-SH, Inc.

GPI SAC-T, Inc.

GPI SC, Inc.

GPI SC Holdings, Inc.

GPI TX-A, Inc.

GPI TX-AII, Inc.

GPI TX-AIII, Inc.

GPI TX-ARGMIII, Inc.

GPI TX-DMII, Inc.

GPI TX-DMIII, Inc.

GPI TX-DMIV, Inc.

GPI TX-EPGM, Inc.

GPI TX-F, Inc.

GPI TX-HAII, Inc.

GPI TX-HGM, Inc.

GPI TX-HGMII, Inc.

GPI TX-HGMIV, Inc.

GPI TX-HIII, Inc.

GPI TX-NVI, Inc.

GPI TX-P, Inc.

GPI TX-SBII, Inc.

GPI TX-SBIII, Inc.

GPI TX-SHII, Inc.

GPI TX-SK, Inc.

GPI TX-SKII, Inc.

GPI TX-SU, Inc.

GPI TX-SVII, Inc.

GPI TX-SVIII, Inc.

Group 1 Associates, Inc.

Group 1 FL Holdings, Inc.

Group 1 Funding, Inc.

Group 1 LP Interests-DC, Inc.

Group 1 Realty, Inc.

Howard-GM II, Inc.

Howard-GM, Inc.

Howard-H, Inc.

Howard-HA, Inc.

Howard-SB, Inc.

HRI Procurement, Inc.

Kutz-N, Inc.

Lubbock Motors-F, Inc.

Lubbock Motors-GM, Inc.

Lubbock Motors-S, Inc.

Lubbock Motors-SH, Inc.

Lubbock Motors-T, Inc.

Maxwell Ford, Inc.

Maxwell-GMII, Inc.

Maxwell-N, Inc.

Maxwell-NII, Inc.

McCall-F, Inc.

McCall-H, Inc.

McCall-HA, Inc.

McCall-N, Inc.

McCall-SB Inc.

McCall-T, Inc.

McCall-TII, Inc.

McCall-TL, Inc.

Mike Smith Automotive-H, Inc.

Mike Smith Automotive-N, Inc.

Mike Smith Autoplaza, Inc.

Mike Smith Autoplex Dodge, Inc.

Mike Smith Autoplex, Inc.

Mike Smith Autoplex-German Imports, Inc.

Mike Smith Imports, Inc.

Miller-DM, Inc.

NJ-H, Inc.

NJ-HAII, Inc.

NJ-SV, Inc.

Rockwall Automotive-F, Inc.

Baron Leasehold, LLC

Baron Development Company, LLC

G1R Clear Lake, LLC

G1R Florida, LLC

G1R Mass, LLC

GPI SC-SBII, LLC

Ivory Auto Properties of South Carolina, LLC

Tate CG, L.L.C.

Harvey Ford, LLC

Bohn-FII, LLC

GPI LA-FII, LLC

GPI LA-H, LLC

Harvey GM, LLC

Harvey Operations-T, LLC

GPI AL-SB, LLC

GPI GA Liquidation, LLC

GPI GA-CC, LLC

GPI GA-CGM, LLC

GPI GA-DM, LLC

GPI GA-FII, LLC

GPI GA-FIII, LLC

GPI GA-SU, LLC

GPI GA-T, LLC

GPI GA-TII, LLC

GPI SC-SB, LLC

GPI SC-T, LLC

GPI FL-A, LLC

GPI FL-H, LLC

GPI FL-VW, LLC

GPI NJ-HA, LLC

GPI NJ-HII, LLC

GPI NJ-SB, LLC

GPI NM-SC, LLC

GPI NM-SCII, LLC

Danvers-SU, LLC

Bohn Holdings, LLC

GPI MD-SB, 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, L.L.C.

Group 1 Holdings-T, L.L.C.

Howard-DCIII, LLC

Key Ford, LLC

Ira Automotive Group, LLC

GPI, Ltd.

Rockwall Automotive-DCD, Ltd.

By: Group 1 Associates, Inc., its General Partner

COMPUTERSHARE TRUST COMPANY, N.A., as Trustee