Fourth Amendment to the Twelfth Amended and Restated Revolving Credit Agreement effective July 25, 2024

THIS FOURTH AMENDMENT TO TWELFTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Amendment”) is made and entered into and effective as of July 25, 2024, 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”).

WHEREAS, the Company, the other Borrowers, the Lenders, the Agent and the Floor Plan Agent are parties to that certain Twelfth Amended and Restated Revolving Credit Agreement dated effective as of March 9, 2022, as amended by that certain First Amendment to Twelfth Amended and Restated Revolving Credit Agreement dated as of August 18, 2022, that certain Second Amendment to Twelfth Amended and Restated Revolving Credit Agreement dated as of December 8, 2023 and that certain Third Amendment to Twelfth Amended and Restated Revolving Credit Agreement dated as of April 30, 2024 (as the same may be further amended, modified, extended, renewed or restated from time to time, the “Credit Agreement;” all capitalized terms used and not otherwise defined in this Amendment shall have the respective meanings ascribed to them in the Credit Agreement as amended by this Amendment);

WHEREAS, the Borrowers, the Lenders, the Agent and the Floor Plan Agent desire to amend the Credit Agreement in the manner hereinafter set forth; and

WHEREAS, the Lenders that are signatories to this Amendment, constituting the Required Lenders under the Credit Agreement, have agreed to the amendments to the Credit Agreement in the manner hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, the other Borrowers, the Lenders, the Agent and the Floor Plan Agent hereby agree as follows:

1.Section 3.1(b) of the Credit Agreement is hereby deleted in its entirety and the following substituted in lieu thereof:

(b)    Notwithstanding paragraph (a) above, Acquisition Loans may, at the option of the Company, be requested in or converted into one of the Alternative Currencies rather than Dollars in an amount up to the Equivalent Amount of not more than the lesser of (i) the then available amount under the Acquisition Loan Advance Limit and (ii) $600,000,000 (the “Alternative Currency Sublimit”), calculated as of the date such Loans are requested. If so requested, only those Acquisition Loan Lenders designated on Schedule 1.1(a) as having Acquisition Loan Commitments in an Alternative Currency shall participate in making such Loans, notwithstanding that this results in such Lenders having amounts owing by the Company on a non pro rata basis. Following the advance of an Acquisition Loan in an Alternative Currency, the provisions of Section 3.2(c)(ii) shall apply to subsequent Borrowings requested under the Acquisition Loan.

2.Schedule 1.1(a) to the Credit Agreement is hereby amended in its entirety as set forth in Schedule 1.1(a) attached to this Amendment and incorporated herein and therein by reference.

3.Attached as Annex A is a list of all of the Borrowers to the Credit Agreement as of the date of this Amendment, which list includes all of the information required pursuant to Section 9.19 of the Credit Agreement.

4.Each of the Borrowers hereby agrees to reimburse the Agent for all reasonable out-of-pocket costs and expenses incurred by the Agent in the preparation, negotiation and execution of this Amendment and any and all other agreements, documents and/or instruments relating to this Amendment, including, without limitation, reasonable attorneys’ fees and expenses, as provided in Section 13.4 of the Credit Agreement.

5.On and after the date of this Amendment, (a) all references in the Credit Agreement to “this Agreement” and any other references of similar import shall henceforth mean the Credit Agreement as amended by this Amendment and as the same may from time to time be further amended, modified, extended, renewed or restated and (b) all references in the other Loan Documents to the Credit Agreement and any other references of similar import shall henceforth mean the Credit Agreement as amended by this Amendment and as the same may from time to time be further amended, modified, extended, renewed or restated.

6.Except to the extent specifically amended by this Amendment, all of the terms, provisions, conditions, covenants, representations and warranties contained in the Credit Agreement and the other Loan Documents shall be and remain in full force and effect and the same are hereby ratified and confirmed. This Amendment is not a novation of the Credit Agreement or any credit facility or guaranty provided thereunder or in respect thereof.

7.This Amendment shall be binding upon and inure to the benefit of the Company, the other Borrowers, the Lenders, the Agent and the Floor Plan Agent and their respective successors and assigns, except that, except as permitted by the Credit Agreement, Borrowers may not assign, transfer or delegate any of their respective rights or obligations under the Credit Agreement as amended by this Amendment.

8.Each of the Borrowers hereby represents and warrants to the Agent, the Floor Plan Agent and each Lender that:

(a)    the execution and delivery of this Amendment and the performance by each Borrower of this Amendment and the other Loan Documents are within the corporate, partnership or limited liability company powers, as applicable, of such Borrower, have been duly authorized by all necessary corporate, partnership or limited liability company action, as applicable, on the part of such Borrower and require no action by or in respect of, consent of or filing or recording with, any governmental or regulatory body, instrumentality, authority, agency or official or any other Person;

(b)    the execution and delivery of this Amendment and the performance by each Borrower of this Amendment and the other Loan Documents will not (i) violate (A) any provision of law, statute, rule or regulation or the certificate of incorporation or the bylaws of the Company or any Borrower, (B) any order of any court, or any rule, regulation or order of any other agency of government binding upon the Company or any other Borrower or (C) any provisions of any indenture, agreement or other instrument to which the Company or any other Borrower is a party, or by which the Company or any other Borrower or any of their respective properties or assets are or may be bound which violation could reasonably be expected to have a Material Adverse Effect, (ii) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in (b)(i)(C) above which violation could reasonably be expected to have a Material Adverse Effect or (iii) result in the creation or imposition of any Lien whatsoever upon any property or assets of the Company or any other Borrower other than under the Loan Documents;

(c)    this Amendment has been duly executed and delivered by each Borrower and constitutes the legal, valid and binding obligation of each such Borrower enforceable against each such Borrower in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and (ii) general

principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);

(d)    all of the representations and warranties made by any Borrower and/or any other Loan Party in the Credit Agreement and/or in any other Loan Document are true and correct in all material respects on and as of the date of this Amendment as if made on and as of the date of this Amendment (except to the extent that such representation or warranty is made as of an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date); and

(e)    as of the date of this Amendment and after giving effect to this Amendment, no Default or Event of Default under or within the meaning of the Credit Agreement has occurred and is continuing.

9.Each of the GM Borrowers hereby consents to the terms, provisions and conditions contained in this Amendment. Each of the GM Borrowers hereby acknowledges and agrees that (a) the execution and delivery of this Amendment by the Borrowers to the Agent, the Floor Plan Agent and the Lenders will not adversely affect or impair any of its obligations to the Agent, the Floor Plan Agent and/or the Lenders under the GM Borrower Guaranty executed by each of the undersigned, in favor of the Agent, the Floor Plan Agent and the Lenders with respect to the indebtedness of Borrowers to the Agent, the Floor Plan Agent and the Lenders, (b) all references in the GM Borrower Guaranty to the “Credit Agreement”, shall henceforth be deemed to refer to the Credit Agreement, as amended by this Amendment, (c) payment of all of the “Guaranteed Obligations” (as defined in the GM Borrower Guaranty) is guaranteed to the Agent, the Floor Plan Agent and the Lenders by such undersigned pursuant to the terms of the GM Borrower Guaranty, and (d) the GM Borrower Guaranty is in full force and effect on the date hereof and the same is hereby ratified and confirmed.

10.In the event of any inconsistency or conflict between this Amendment and the Credit Agreement with respect to the matters set forth herein, the terms, provisions and conditions contained in this Amendment shall govern and control; provided, however, to the extent the terms and provisions of this Amendment do not contradict or conflict with the terms and provisions of the Credit Agreement, then the Credit Agreement, as amended by this Amendment, shall remain in and have its intended full force and effect, and the Borrowers and Lenders hereby affirm, confirm and ratify the same.

11.This Amendment shall be governed by and construed in accordance with the substantive laws of the State of Texas.

12.THIS AMENDMENT (INCLUDING THE SCHEDULE(S) AND ANNEX(ES) ATTACHED HERETO), THE CREDIT AGREEMENT, THE NOTES, THE AGENT’S LETTER, THE FLOOR PLAN AGENT’S LETTER AND THE OTHER LOAN DOCUMENTS CONSTITUTE A “LOAN AGREEMENT” AS DEFINED IN SECTION 26.02(a) OF THE TEXAS BUSINESS AND COMMERCE CODE, AND REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF. Any previous agreement among the parties with respect to the subject matter hereof is superseded by this Amendment. Nothing in this Amendment, expressed or implied, is intended to confer upon any party other than the parties hereto any rights, remedies, obligations or liabilities under or by reason of this Amendment.

13.This Amendment may be executed in two or more counterparts, which may be delivered in original, electronic or facsimile form, and each of which shall constitute an original, but all of which when taken together shall constitute but one contract.

14.Notwithstanding any provision contained in this Amendment to the contrary, this Amendment shall not be effective unless and until the Agent shall have received:

(a)    this Amendment, duly executed by each Borrower, the Agent, the Floor Plan Agent and Lenders constituting the Required Lenders; and

(b)    payment by Borrowers of all costs, expenses and fees of the Agent and the Floor Plan Agent which are presently due and payable under this Amendment, the Credit Agreement and the other Loan Documents.

IN WITNESS WHEREOF, the Company, the other Borrowers, the Lenders, the Agent and the Floor Plan Agent have executed this Amendment as of the day and year first written above.

BORROWERS:    GROUP 1 AUTOMOTIVE, INC.,

By: /s/ Daniel J. McHenry

Name: Daniel J. McHenry

Title: Senior Vice President

By: /s/ Gillian A. Hobson

Name:    Gillian A. Hobson

Title:    Vice President of the above-mentioned entities

By: /s/ Gillian A. Hobson

Name:    Gillian A. Hobson

Title:    Vice President