exv4w1









    Exhibit 4.1



 



    This FIRST SUPPLEMENTAL INDENTURE (this
    “Supplemental Indenture”), dated as of
    August 9, 2010, is between Group 1 Automotive, Inc., a
    Delaware corporation (the “Company”), and Wells
    Fargo Bank, N.A., a national association, as Trustee (the
    “Trustee”).



 




    RECITALS



 



    WHEREAS, the Company and the Trustee entered into an
    Indenture, dated as of March 22, 2010 (the
    ‘‘Indenture”), pursuant to which the
    Company issued $115 million in aggregate principal amount
    of 3.00% Convertible Senior Notes due 2020 (the
    ‘‘Notes”), all of which are currently
    outstanding;



 



    WHEREAS, Section 9.01(i) of the Indenture provides
    that the Company and the Trustee may amend the Indenture without
    notice to or consent of any Holder of the Notes to conform the
    provisions of the Indenture to the “Description of
    notes” section of the Offering Memorandum;



 



    WHEREAS, Section 12.01(a) of the Indenture does not
    conform to the Offering Memorandum due to the failure of such
    Section to refer to “September 15, 2019” as the
    date on or after which and prior to the close of business on the
    second Scheduled Trading Day immediately preceding the Stated
    Maturity that each Holder has the right, at such Holder’s
    option, to convert all or any portion of the Notes irrespective
    of the conditions described in clauses (i), (ii) or
    (iii) of Section 12.01(a) of the Indenture, a fact
    made clear by the section of the Offering Memorandum captioned
    “Description of notes — Conversion
    rights — Conversion on or after September 15,
    2019,” an excerpt from which Offering Memorandum is
    attached to this Supplemental Indenture as Exhibit A for
    ready reference; and



 



    WHEREAS, all acts and things prescribed by the Indenture,
    by law and by the Restated Certificate of Incorporation and the
    Amended and Restated Bylaws of the Company and comparable
    constituent documents of the Trustee necessary to make this
    Supplemental Indenture a valid instrument legally binding on the
    Company and the Trustee, in accordance with its terms, have been
    duly done and performed;



 



    NOW, THEREFORE, in consideration of the above premises,
    the Company and the Trustee covenant and agree for the equal and
    proportionate benefit of the respective Holders of the Notes as
    follows:



 




    ARTICLE I
    



 



    Section 1.01.  This
    Supplemental Indenture is supplemental to the Indenture and does
    and shall be deemed to form a part of, and shall be construed in
    connection with and as part of, the Indenture for any and all
    purposes.



 



    Section 1.02.  This
    Supplemental Indenture shall become effective immediately upon
    its execution and delivery by each of the Company and the
    Trustee.



 




    ARTICLE II
    



 



    Section 2.01.  Section 12.01(a)
    of the Indenture is hereby amended by substituting
    “September 15, 2019” for “September 19,
    2019” in the first sentence of Section 12.01(a).



 




    ARTICLE III
    



 



    Section 3.01.  Except
    as specifically modified herein, the Indenture and the Notes are
    in all respects ratified and confirmed (mutatis mutandis)
    and shall remain in full force and effect in accordance with
    their terms with all capitalized terms used herein without
    definition having the same respective meanings ascribed to them
    as in the Indenture.



 



    Section 3.02.  Except
    as otherwise expressly provided herein, no duties,
    responsibilities or liabilities are assumed, or shall be
    construed to be assumed, by the Trustee by reason of this
    Supplemental Indenture. 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.



 



    Section 3.03.  The
    Trustee makes no representation as to the validity or
    sufficiency of this Supplemental Indenture. The recitals
    contained herein shall be taken as statements of the Company,
    and the Trustee assumes no responsibility for their correctness.



 



    Section 3.04.  THIS
    SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN
    ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



 



    Section 3.05.  The
    parties may sign any number of copies of this Supplemental
    Indenture. Each signed copy shall be an original, but all of
    such executed copies together shall represent the same agreement.



 




    [Signature
    Page Follows]





    

    2








 







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



 



    GROUP 1 AUTOMOTIVE, INC.



 


			
	 	    By: 
	
    /s/  John
    C. Rickel









    Name:     John C. Rickel



			
	 	    Title: 
	
    Senior Vice President and 

    Chief Financial Officer




 



    WELLS FARGO BANK, N.A., as Trustee



 


			
	 	    By: 
	
    /s/  Patrick
    Giordano









    Name:     Patrick Giordano



			
	 	    Title: 
	
    Vice President




 




    [Signature
    Page to First Supplemental Indenture]





    

    3








 








    EXHIBIT A



 




    Conversions
    on or after September 15, 2019



 



    On or after September 15, 2019, a holder may convert any of
    its notes at any time prior to 5:00 p.m., New York City
    time, on the second scheduled trading day immediately preceding
    the maturity date regardless of the foregoing conditions.



 




    Conversion
    procedures



 



    If you hold a beneficial interest in a global note, to convert
    you must comply with DTC’s procedures for converting a
    beneficial interest in a global note and, if required, pay funds
    equal to interest payable on the next interest payment date to
    which you are not entitled and, if required, pay all taxes or
    duties, if any.



 



    If you hold a certificated note, to convert you must:



 


			
	 	    • 
	
    complete and manually sign the conversion notice on the back of
    the note, or a facsimile of the conversion notice;

	 
	 	    • 
	
    deliver the conversion notice, which is irrevocable, and the
    note to the conversion agent;

	 
	 	    • 
	
    if required, furnish appropriate endorsements and transfer
    documents;

	 
	 	    • 
	
    if required, pay all transfer or similar taxes; and

	 
	 	    • 
	
    if required, pay funds equal to interest payable on the next
    interest payment date to which you are not entitled.




 



    The date you comply with these requirements is the conversion
    date under the indenture.



 



    If a holder has already delivered a purchase notice as described
    under “— Fundamental change permits holders to
    require us to purchase notes” with respect to a note, the
    holder may not surrender that note for conversion until the
    holder has withdrawn the notice in accordance with the indenture.



 




    Payment
    upon conversion



 



    Upon conversion, we will deliver to holders in respect of each
    $1,000 principal amount of notes being converted a
    “settlement amount” equal to the sum of the daily
    settlement amounts for each of the 25 trading days during the
    observation period.



 



    “Daily settlement amount,” for each of the 25
    trading days during the observation period, shall consist of:



 


			
	 	    • 
	
    cash equal to the lesser of $40 and the daily conversion
    value; and

	 
	 	    • 
	
    to the extent the daily conversion value exceeds $40, a number
    of shares of our common stock equal to (A) the difference
    between the daily conversion value and $40, divided by
    (B) the daily VWAP for such day.




 



    “Daily conversion value” means, for each of the
    25 consecutive trading days during the observation period, 4% of
    the product of (1) the applicable conversion rate and
    (2) the daily VWAP of our common stock on such day.



 



    “Daily VWAP” means, for each of the 25
    consecutive trading days during the observation period, the per
    share volume-weighted average price as displayed under the
    heading “Bloomberg VWAP” on Bloomberg page “GPI.N
    <equity> AQR” (or its equivalent successor if
    such page is not





    

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