exv10w1






Exhibit 10.1




EXECUTION VERSION




AMENDMENT NO. 4 TO CREDIT AGREEMENT




     This Amendment No. 4 to Credit Agreement (this “Agreement”) dated as of September 10, 2008 is
made by and among GROUP 1 REALTY, INC., a Delaware corporation (the “Borrower”), GROUP 1
AUTOMOTIVE, INC., a Delaware corporation (the “Company”), BANK OF AMERICA, N.A., a national banking
association organized and existing under the laws of the United States (“Bank of America”), in its
capacity as administrative agent for the Lenders (as defined in the Credit Agreement (as defined
below)) (in such capacity, the “Administrative Agent”), each of the Lenders signatory hereto, and
each of the other Guarantors (as defined in the Credit Agreement) signatory hereto.



W I T N E S S E T H:




     WHEREAS, the Borrower, the Company, the Administrative Agent and the lenders party thereto
(the “Lenders”), have entered into that certain Credit Agreement dated as of March 29, 2007, as
amended by the Amendment No. 1 to Credit Agreement and Joinder Agreement dated April 27, 2007,
Amendment No. 2 to Credit Agreement dated as of December 20, 2007 and Amendment No. 3 to Credit
Agreement dated as of January 16, 2008 (as so amended, as hereby amended, and as from time to time
hereafter further amended, modified, supplemented, restated, or amended and restated, the “Credit
Agreement”; capitalized terms used in this Agreement not otherwise defined herein shall have the
respective meanings given thereto in the Credit Agreement), pursuant to which the Lenders have made
available to the Borrower a credit facility; and



     WHEREAS, the Company has entered into the Company Guaranty Agreement pursuant to which it has
guaranteed the payment and performance of the obligations of the Borrower under the Credit
Agreement, the other Loan Documents and the Related Swap Contracts; and



     WHEREAS, each of the other Guarantors has entered into the Subsidiary Guaranty Agreement
pursuant to which it has guaranteed the payment and performance of the obligations of the Borrower
under the Credit Agreement, the other Loan Documents and the Related Swap Contracts; and



     WHEREAS, the Borrower and certain of the Guarantors have entered into, or may in the future
enter into, Security Instruments granting Liens on property as security for all or any portion of
the Obligations, any other obligation under any Loan Document and any obligation or liability
arising under any Related Swap Contract; and



     WHEREAS, the Borrower has advised the Administrative Agent and the Lenders that it desires to
amend the Credit Agreement as set forth below, and the Administrative Agent and the Lenders
signatory hereto are willing to effect such amendment on the terms and conditions contained in this
Agreement.



 









 





     NOW, THEREFORE, in consideration of the premises and further valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:



     1. Amendments to Credit Agreement. Subject to the terms and conditions set forth
herein, the definition of “Environmental Completion Date” in Section 1.01 of the Credit Agreement
is hereby amended and restated in its entirety as follows:




‘ “Environmental Completion Date” means, with respect any Financed Property,
the date which is eighteen (18) months following the Property Closing Date for such
Financed Property; provided, however, that the Environmental Completion Date for any
Financed Property shall be extended for twelve (12) months if (A) a material delay
has occurred in the remediation of the Environmental Issue for such Financed
Property as a result of a delay by the applicable Governmental Authority in
approving the remediation plan for such Environmental Issue or approving the
completion of such remediation work and (B) the Borrower has taken all actions
and/or delivered all documentation required by such Governmental Authority to
complete its review and approval of such remediation plan or remediation work. To
request such twelve (12) month extension, the Borrower shall deliver to the
Administrative Agent (i) a copy of the application or correspondence, with
supporting material, submitted by the Borrower or its Environmental Professional to
the applicable Governmental Authority  for approval of the plan for the remediation
work to be performed by the Borrower to remedy such Environmental Issue for such
Financed Property, (ii) either confirmation by the Borrower’s Environmental
Professional or other evidence reasonably satisfactory to the Administrative Agent
that conditions (A) and (B) apply and (iii) a certificate of a Responsible Officer
of the Borrower stating that as of the date of such request, no Default or Event of
Default exists. In the event the Borrower has been unable to complete remediation
of any Environmental Issue for any Financed Property within the extended period set
forth in the first sentence of this definition, the Environmental Completion Date
may be further extended from time to time for such additional periods of time as may
be approved by the Required Lenders, provided that the Borrower delivers to the
Administrative Agent (i) a written request for extension and a report for such
Financed Property describing the efforts undertaken by Borrower to obtain the
approval of such remediation plan or to complete the applicable environmental
remediation work together with the delays caused by any Governmental Authorities,
(ii) if requested by the Required Lenders, either confirmation by the Borrower’s
Environmental Professional or other evidence reasonably satisfactory to the
Administrative Agent that conditions (A) and (B) apply (provided that if the
approval of the Governmental Authority referred to in condition (A) has been
obtained, then no confirmation as to condition (A) shall be required) and (iii) a
certificate of a Responsible Officer of Borrower stating that as of the date of such
request, no Default or Event of Default exists. The Administrative Agent shall
deliver an updated schedule to the Borrower and Lenders as provided in Section
2.14(f) at the time of each extension of the Environmental Completion Date
pursuant to the preceding three sentences.’



 









 





     2. Effect on Schedule of Environmental Holdback Amounts. Borrower acknowledges and
agrees that following the effectiveness of this Agreement, the Environmental Holdback Amount and
related Environmental Completion Date for each Existing Holdback Properties shall be the amount and
date set forth on Exhibit A attached hereto.



     3. Effectiveness; Conditions Precedent. The effectiveness of this Agreement and the
amendments to the Credit Agreement herein provided are subject to the satisfaction of the following
conditions precedent:




     (a) The Administrative Agent shall have received each of the following documents or
instruments in form and substance reasonably acceptable to the Administrative Agent:




     (i) an original counterpart of this Agreement, duly executed by the Borrower,
the Company, the Administrative Agent, each other Guarantor and the Lenders required
under the Credit Agreement; and




     (ii) (i) a certificate of each Loan Party dated as of the date hereof signed by
a Responsible Officer, secretary or assistant secretary of such Loan Party
certifying and attaching the resolutions adopted by such Loan Party approving or
consenting to the terms of this Agreement, and (ii) a certificate of the Borrower,
signed by a Responsible Officer, certifying that, before and after giving effect to
the amendments being made pursuant to this Agreement, (A) the representations and
warranties contained in Article V of the Credit Agreement and the other Loan
Documents are true and correct on and as of the Amendment Effective Date, except to
the extent that such representations and warranties specifically refer to an earlier
date, in which case they are true and correct as of such earlier date, and (B) no
Default exists; and




     (iii) such other documents, instruments, opinions, certifications,
undertakings, further assurances and other matters as the Administrative Agent shall
reasonably request.



     4. Consent of the Guarantors. Each Guarantor hereby consents, acknowledges and agrees
to the amendments and other agreements set forth herein and hereby confirms and ratifies in all
respects the Company Guaranty Agreement or Subsidiary Guaranty Agreement to which such Guarantor is
a party (including without limitation the continuation of such Guarantor’s payment and performance
obligations thereunder upon and after the effectiveness of this Agreement and the amendments
contemplated hereby) and the enforceability of such Company Guaranty Agreement or Subsidiary
Guaranty Agreement against such Guarantor in accordance with its terms.



     5. Representations and Warranties. In order to induce the Administrative Agent and
the Lenders to enter into this Agreement, the Borrower represents and warrants to the
Administrative Agent and the Lenders as follows:




     (a) The representations and warranties made by each Loan Party in Article V
 of the Credit Agreement and in each of the other Loan Documents to which such Loan



 









 






Party is a party are true and correct on and as of the date hereof, except to the
extent that such representations and warranties expressly relate to an earlier date;




     (b) Since the date of the most recent financial reports of the Borrower delivered
pursuant to Section 6.05 of the Credit Agreement, no act, event, condition or
circumstance has occurred or arisen which, singly or in the aggregate with one or more other
acts, events, occurrences or conditions (whenever occurring or arising), has had or could
reasonably be expected to have a Material Adverse Effect;




     (c) The Company and all other Persons appearing as Guarantors on the signature pages to
this Agreement constitute all Persons who are required to be Guarantors pursuant to the
terms of the Credit Agreement and the other Loan Documents, including without limitation all
Persons who became Subsidiaries or were otherwise required to become Guarantors after the
Closing Date, and each of such Persons has become and remains a party to the Company
Guaranty Agreement or a Subsidiary Guaranty Agreement as a Guarantor;




     (d) This Agreement has been duly authorized, executed and delivered by the Borrower,
the Company and the other Guarantors party hereto and constitutes a legal, valid and binding
obligation of such parties, except as may be limited by general principles of equity or by
the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar
law affecting creditors’ rights generally; and




     (e) No Default or Event of Default has occurred and is continuing.



     6. Entire Agreement. This Agreement, together with all the Loan Documents
(collectively, the “Relevant Documents”), sets forth the entire understanding and agreement of the
parties hereto in relation to the subject matter hereof and supersedes any prior negotiations and
agreements among the parties relating to such subject matter. No promise, condition,
representation or warranty, express or implied, not set forth in the Relevant Documents shall bind
any party hereto, and no such party has relied on any such promise, condition, representation or
warranty. Each of the parties hereto acknowledges that, except as otherwise expressly stated in
the Relevant Documents, no representations, warranties or commitments, express or implied, have
been made by any party to the other in relation to the subject matter hereof or thereof. None of
the terms or conditions of this Agreement may be changed, modified, waived or canceled orally or
otherwise, except in writing and in accordance with Section 10.01 of the Credit Agreement.



     7. Full Force and Effect of Agreement. Except as previously or hereby specifically
amended, modified or supplemented, the Credit Agreement and all other Loan Documents are hereby
confirmed and ratified in all respects and shall be and remain in full force and effect according
to their respective terms.



     8. Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original as against any party whose signature appears thereon, and all
of which shall together constitute one and the same instrument.



 









 





     9. Governing Law. This Agreement shall in all respects be governed by, and construed in
accordance with, the laws of the State of Texas applicable to contracts executed and to be
performed entirely within such State, and shall be further subject to the provisions of Section
10.14 of the Credit Agreement.



     10. Enforceability. Should any one or more of the provisions of this Agreement be
determined to be illegal or unenforceable as to one or more of the parties hereto, all other
provisions nevertheless shall remain effective and binding on the parties hereto.



     11. References. All references in any of the Loan Documents to the “Credit Agreement”
shall mean the Credit Agreement, as amended hereby and as from time to time hereafter further
amended, modified, supplemented, restated or amended and restated.



     12. Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the Borrower, the Company, the Administrative Agent, each of the other Guarantors and
each of the Lenders, and their respective successors, legal representatives, and assignees to the
extent such assignees are permitted assignees as provided in Section 10.06 of the Credit
Agreement.



[Signatures on following pages.]





 









 








     IN WITNESS WHEREOF, the parties hereto have caused this instrument to be made, executed and
delivered by their duly authorized officers as of the day and year first above written.



	 	 	 	 	 
	 	BORROWER:



GROUP 1 REALTY, INC.

 	 
	 	By:  	/s/ John Rickel
 	 
	 	 	Name:  	John Rickel 	 
	 	 	Title:  	President 	 
	 
	 	COMPANY:



GROUP 1 AUTOMOTIVE, INC.

 	 
	 	By:  	/s/ Darryl M. Burman
 	 
	 	 	Name:  	Darryl M. Burman 	 
	 	 	Title:  	Vice President 	 



	 	 	 	 	 
	 	GUARANTORS:



BARON DEVELOPMENT COMPANY, L.L.C.

IVORY AUTO PROPERTIES OF SOUTH

CAROLINA, LLC



By: GROUP 1 REALTY, INC., its Sole 

       Member

 	 
	 	By:  	/s/ Darryl M. Burman
 	 
	 	 	Name:  	Darryl M. Burman 	 
	 	 	Title:  	Vice President 	 
	 
	 	BOHN HOLDINGS, LLC



By: BOHN HOLDINGS, INC., its Sole

       Member

 	 
	 	By:  	/s/ Darryl M. Burman
 	 
	 	 	Name:  	Darryl M. Burman 	 
	 	 	Title:  	Vice President 	 



AMENDMENT NO. 4 TO CREDIT AGREEMENT

Signature Page




 









 







	 	 	 	 	 



	 	 	 	 	 
	 	BOHN-FII, LLC



By: BOHN HOLDINGS-F, INC., its Sole Member

 	 
	 	By:  	/s/ Darryl M. Burman
 	 
	 	 	Name:  	Darryl M. Burman 	 
	 	 	Title:  	Vice President 	 
	 
	 	DANVERS-SU, LLC



By: GROUP 1 HOLDINGS-S, LLC, its Sole

       Member

 	 
	 	By:  	/s/ Darryl M. Burman
 	 
	 	 	Name:  	Darryl M. Burman 	 
	 	 	Title:  	Vice President 	 
	 
	 	By: GROUP 1 AUTOMOTIVE, INC., its Sole

       Member

 	 
	 	By:  	/s/ Darryl M. Burman
 	 
	 	 	Name:  	Darryl M. Burman 	 
	 	 	Title:  	Vice President 	 
	 
	 	GPI KS-SV, LLC



By: GPI KS-SB, INC., its Sole Member

 	 
	 	By:  	/s/ Darryl M. Burman
 	 
	 	 	Name:  	Darryl M. Burman 	 
	 	 	Title:  	Vice President 	 
	 
	 	GROUP 1 ASSOCIATES HOLDINGS, LLC



By: GROUP 1 ASSOCIATES, INC., its Sole

       Member

 	 
	 	By:  	/s/ Darryl M. Burman
 	 
	 	 	Name:  	Darryl M. Burman 	 
	 	 	Title:  	Vice President 	 


AMENDMENT NO. 4 TO CREDIT AGREEMENT

Signature Page





 









 







	 	 	 	 	 



	 	 	 	 	 
	 	HOWARD-DCIII, 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, LLC

GROUP 1 HOLDINGS-T, L.L.C.



By: GROUP 1 AUTOMOTIVE, INC., its Sole

       Member

 	 
	 	By:  	/s/ Darryl M. Burman
 	 
	 	 	Name:  	Darryl M. Burman 	 
	 	 	Title:  	Vice President 	 
	 
	 	HARVEY GM, LLC

HARVEY OPERATIONS-T, LLC



By: BOHN HOLDINGS, LLC, its Sole

       Member

 	 
	 	By:  	/s/ Darryl M. Burman
 	 
	 	 	Name:  	Darryl M. Burman 	 
	 	 	Title:  	Vice President 	 
	 
	 	By: BOHN HOLDINGS, INC., its Sole 

       Member

 	 
	 	By:  	/s/ Darryl M. Burman
 	 
	 	 	Name:  	Darryl M. Burman 	 
	 	 	Title:  	Vice President 	 
	 
	 	IRA AUTOMOTIVE GROUP, LLC



By: DANVERS-T, INC., its Sole Member

 	 
	 	By:  	/s/ Darryl M. Burman
 	 
	 	 	Name:  	Darryl M. Burman 	 
	 	 	Title:  	Vice President 	 


AMENDMENT NO. 4 TO CREDIT AGREEMENT

Signature Page





 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CHAPERRAL DODGE, INC.

KUTZ-N, INC.

LUBBOCK MOTORS-GM, INC.

LUBBOCK MOTORS-S, INC.

LUBBOCK MOTORS-SH, INC.

LUBBOCK MOTORS-T, INC.

LUBBOCK MOTORS, INC.

MAXWELL-N, INC.

MAXWELL-NII, INC.

MAXWELL CHRYSLER DODGE JEEP, INC.

MCCALL-HA, INC.

MCCALL-T, INC.

MCCALL-TII, INC.

MCCALL-TL, INC.

MCCALL-H, INC.

MCCALL-N, INC.

MCCALL-SB, INC.

PRESTIGE CHRYSLER NORTHWEST, INC.

WEST CENTRAL MANAGEMENT 

   COMPANY, INC.

 	 
	 	By:  	/s/ Darryl M. Burman
 	 
	 	 	Name:  	Darryl M. Burman 	 
	 	 	Title:  	Vice President 	 
	 
	 	AMARILLO MOTORS-C, LTD.

AMARILLO MOTORS-J, LTD.

AMARILLO MOTORS-SM, LTD.

GPI, LTD.

MAXWELL-G, LTD.

MCCALL-SL, LTD.

PRESTIGE CHRYSLER SOUTH, LTD.

ROCKWALL AUTOMOTIVE-DCD, LTD.





By: GROUP 1 ASSOCIATES, INC., its General

       Partner

 	 
	 	By:  	/s/ Darryl M. Burman
 	 
	 	 	Name:  	Darryl M. Burman 	 
	 	 	Title:  	Vice President 	 


AMENDMENT NO. 4 TO CREDIT AGREEMENT

Signature Page





 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BOB HOWARD AUTOMOTIVE-EAST, INC.

BOB HOWARD CHEVROLET, INC.

BOB HOWARD DODGE, INC.

BOB HOWARD MOTORS, INC.

BOB HOWARD NISSAN, INC.

BOHN HOLDINGS, INC.

BOHN HOLDINGS-F, INC.

CASA CHEVROLET INC.

CASA CHRYSLER PLYMOUTH JEEP INC.

DANVERS - DCIII, INC.

DANVERS - DCII, INC.

DANVERS-N, INC.

DANVERS - NII, INC.

DANVERS - S, INC.

DANVERS-SB, INC.

DANVERS-T, INC.

DANVERS-TII, INC.

DANVERS-TIII, INC.

DANVERS - TL, INC.

FMM, INC.

GPI AL-N, INC.

GPI ATLANTA-T, INC.

GPI CA-NIII, INC.

GPI CA-TII, INC.

GPI GA-DM, INC.

GPI KS-SB, INC.

GPI MS-H, INC.

GPI MS-N, INC.

GPI MS-SK, INC.

GPI NH-T, INC.

GPI NH-TL, INC.

GPI SAC-SK, INC.

GPI SAC-T, INC.

GPI SC-SB, INC.

GPI SD-DC, INC.

GPI SD-IMPORTS, INC.

GROUP 1 ASSOCIATES, INC.

GROUP 1 FL HOLDINGS, INC.

 	 
	 	By:  	/s/ Darryl M. Burman
 	 
	 	 	Name:  	Darryl M. Burman 	 
	 	 	Title:  	Vice President 	 


AMENDMENT NO. 4 TO CREDIT AGREEMENT

Signature Page





 









 






	 	 	 	 	 




	 	 	 	 	 
	 	HOWARD-DCII, INC.

HOWARD-GM, INC.

HOWARD-GM II, INC.

HOWARD-GMIII, INC.

HOWARD-H, INC.

HOWARD-HA, INC.

HOWARD-SB, INC.

HOWARD PONTIAC-GMC, INC.

LUBY CHEVROLET CO.

MIKE SMITH AUTOMOTIVE - H, INC.

MIKE SMITH AUTOMOTIVE - N, INC.

MIKE SMITH AUTOPLAZA, INC.

MIKE SMITH AUTOPLEX BUICK, INC.

MIKE SMITH AUTOPLEX DODGE, INC.

MIKE SMITH AUTOPLEX, INC.

MIKE SMITH AUTOPLEX-GERMAN

   IMPORTS, INC.

MIKE SMITH GM, INC.

MIKE SMITH IMPORTS, INC.

MIKE SMITH MOTORS, INC.

MILLER-DM, INC.

MILLER-SH, INC.

MILLER AUTOMOTIVE GROUP, INC.

MILLBRO, INC.

MILLER FAMILY COMPANY, INC.

MILLER IMPORTS, INC.

MILLER INFINITI INC.

MILLER NISSAN, INC.

NJ-DM, INC.

NJ-H, INC.

NJ-HA, INC.

NJ-HAII, INC.

NJ-HII, INC.

NJ-SB, INC.

NJ-SV, INC.

 	 
	 	By:  	/s/ Darryl M. Burman
 	 
	 	 	Name:  	Darryl M. Burman 	 
	 	 	Title:  	Vice President 	 


AMENDMENT NO. 4 TO CREDIT AGREEMENT

Signature Page




 









 






	 	 	 	 	 




	 	 	 	 	 
	 	NY-FV, INC.

NY-FVII, INC.

NY-SB, INC.

NY-SBII, INC.

SUNSHINE BUICK PONTIAC GMC TRUCK, INC.

GROUP 1 FUNDING, INC.

GPI CA-DMII, INC.

NY-DM, INC.

ADVANTAGECARS.COM, INC.

 	 
	 	By:  	/s/ Darryl M. Burman
 	 
	 	 	Name:  	Darryl M. Burman 	 
	 	 	Title:  	Vice President 	 
	 
	 	GROUP 1 LP INTERESTS-DC, INC.

GROUP 1 LP INTERESTS-GM, INC.

GROUP 1 LP INTERESTS-S, INC.

 	 
	 	By:  	/s/ Darryl M. Burman
 	 
	 	 	Name:  	Darryl M. Burman 	 
	 	 	Title:  	Vice President 	 
	 
	 	GPI SC-SV, LLC



By: GPI SC-SB, INC., its sole Member

 	 
	 	By:  	/s/ Darryl M. Burman
 	 
	 	 	Name:  	Darryl M. Burman 	 
	 	 	Title:  	Vice President 	 


AMENDMENT NO. 4 TO CREDIT AGREEMENT

Signature Page




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	ADMINISTRATIVE AGENT:



BANK OF AMERICA, N.A., as Administrative

Agent

 	 
	 	By:  	/s/ Anne M. Zeschke
 	 
	 	 	Name:  	Anne M. Zeschke 	 
	 	 	Title:  	Assistant Vice President 	 
	 
	 	LENDERS:



BANK OF AMERICA, N.A.

 	 
	 	By:  	/s/ M. Patricia Kay
 	 
	 	 	Name:  	M. Patricia Kay 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	COMERICA BANK

 	 
	 	By:  	/s/ Jonathan S. Heine
 	 
	 	 	Name:  	Jonathan S. Heine 	 
	 	 	Title:  	Vice President 	 
	 
	 	JPMORGAN CHASE BANK, N.A.

 	 
	 	By:  	/s/ Robert L. Mendoza
 	 
	 	 	Name:  	Robert L. Mendoza 	 
	 	 	Title:  	Vice President 	 
	 
	 	KEYBANK NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Charles Vetter
 	 
	 	 	Name:  	Charles Vetter 	 
	 	 	Title:  	Vice President 	 
	 
	 	NISSAN MOTOR ACCEPTANCE CORPORATION

 	 
	 	By:  	/s/ Chris Hathaway
 	 
	 	 	Name:  	Chris Hathaway 	 
	 	 	Title:  	Sr. Manager, Commercial Credit 	 


AMENDMENT NO. 4 TO CREDIT AGREEMENT

Signature Page





 









 






	 	 	 	 	 




	 	 	 	 	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Michael R. Burkitt
 	 
	 	 	Name:  	Michael R. Burkitt 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	SOVEREIGN BANK

 	 
	 	By:  	/s/ Kyle S. Bourque
 	 
	 	 	Name:  	Kyle S. Bourque 	 
	 	 	Title:  	Vice President 	 
	 
	 	TOYOTA MOTOR CREDIT CORPORATION

 	 
	 	By:  	/s/ Reddy Pakanati
 	 
	 	 	Name:  	Reddy Pakanati 	 
	 	 	Title:  	Corporate Manager 	 
	 
	 	BMW FINANCIAL SERVICES NA, LLC

 	 
	 	By:  	/s/ Scott Bargar
 	 
	 	 	Name:  	Scott Bargar 	 
	 	 	Title:  	Retailer Finance
Credit Manager, BMW FS 	 
	 
	 	 	 
	 	By:  	             /s/ Armando Macias
 	 
	 	 	Name:  	Armando Macias 	 
	 	 	Title:  	Manager
Retailer Finance, Accounting & Audit 	 


AMENDMENT NO. 4 TO CREDIT AGREEMENT

Signature Page




 









 






	 	 	 	 	 



EXHIBIT A to AMENDMENT NO. 4




Environmental Holdback Summary




	 	 	 	 	 	 	 
	 	 	Environmental	 	Environmental
	Financed Property	 	Holdback Amount	 	Completion Date
	Boardwalk Honda and BMW of Atlantic City

6807 Tilton Road

Pleasantville, NY 08232

	 	$	250,000	 	 	September 29, 2009
	Egg Harbor/Mapleshade Acura Elite Acura

6806 Tilton Road

Pleasantville, NY 08232

	 	$	150,000	 	 	September 29, 2009
	Sussman Acura (Boardwalk Acura)

538 Rt. 38 East

Mapleshade, NJ 08052

	 	$	250,000	 	 	September 29, 2009
	Smicklas Chevrolet

5301 North May Avenue

Oklahoma City, OK 73157

	 	$	500,000	 	 	September 29, 2009
	World Ford Kendall

15551 South Dixie Highway

Palmetto Bay, FL

	 	$	500,000	 	 	February 22, 2009
	Stafford Service Facility

12202/12206 Murphy Road

Stafford, TX

	 	$	150,000	 	 	April 15, 2009
	Mercedes Benz of Augusta

3061 Washington Road

Augusta, GA 30907

	 	$	570,000	 	 	June 28, 2009
	Town North Nissan

9150 Research Boulevard

Austin, TX 78758

	 	$	100,000	 	 	October 18, 2009
	Shamrock Chevrolet 

3907 Avenue Q 

Lubbock, TX 79412

	 	$	200,000	 	 	August 22, 2009