EX-10.2






SECOND AMENDMENT

to

SEVENTH AMENDED AND RESTATED

REVOLVING CREDIT AGREEMENT




THIS SECOND AMENDMENT (this “Amendment”) TO SEVENTH AMENDED AND RESTATED REVOLVING CREDIT
AGREEMENT dated effective March 19, 2007 (as amended by the First Amendment to Seventh Amended and
Restated Revolving Credit Agreement dated effective January 16, 2008, the “Credit Agreement”),
which Amendment is dated effective as of January 1, 2009 (the “Effective Date”), is entered into
among GROUP 1 AUTOMOTIVE, INC., a Delaware corporation (the “Company”), each of the Subsidiaries of
the Company listed on the signature pages hereof and such other Subsidiaries of the Company which
hereafter shall become parties to the Credit Agreement (the Company and the Subsidiaries are
sometimes referred to herein as, individually, a “Borrower,” and collectively, the “Borrowers”),
the lenders listed on the signature pages hereof (the “Lenders”), JPMORGAN CHASE BANK, N.A., as
Administrative Agent for the Lenders (in such capacity together with any successor, the “Agent”),
COMERICA BANK, as Floor Plan Agent for the Lenders (in such capacity, together with any successor,
the “Floor Plan Agent”), and BANK OF AMERICA, N.A., as Syndication Agent (in such capacity,
together with any successor the “Syndication Agent” and together with the Agent and the Floor Plan
Agent, the “Agents”).



R E C I T A L S:




The Company, each of the other Borrowers, the Agents and the Lenders are parties to the Credit
Agreement, pursuant to which the Lenders agreed to make loans to and extensions of credit on behalf
of the Borrowers; and



The Company, the Borrowers, the Agents and the Lenders desire to amend the Credit Agreement as
hereinafter provided.



NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained,
the parties hereto agree as follows:



ARTICLE I. DEFINITIONS




Section 1.1 Terms Defined Above. As used in this Amendment, each of the terms defined
in the opening paragraph shall have the meaning assigned to such terms therein.



Section 1.2 Terms Defined in Credit Agreement. Each term defined in the Credit
Agreement and used herein without definition shall have the meaning assigned to such term in the
Credit Agreement, unless expressly provided to the contrary.



Section 1.3 Other Definitional Provisions.



(a) The words “hereby”, “herein”, “hereinafter”, “hereof”, “hereto” and “hereunder” when used
in this Amendment shall refer to this Amendment as a whole and not to any particular Article,
Section, subsection or provision of this Amendment.



(b) Section, subsection and Exhibit references herein are to such Sections, subsections and
Exhibits to this Amendment unless otherwise specified.



ARTICLE II. AMENDMENT TO CREDIT AGREEMENT




The Company, each of the Borrowers, the Agents and the Lenders agree that the Credit Agreement
is hereby amended, effective as of the Effective Date, in the following particulars.



Section 2.1 Amendment to Section 1.1. Section 1.1 of the Credit Agreement is hereby
amended to restate the definitions of “Interest Expense”, “Consolidated EBITDA” and “EBITDA” in
their entirety as follows:



“‘Interest Expense’ means, for any Person, determined on a
consolidated basis, the sum of all interest on Indebtedness paid or
payable (including the portion of rents payable under Capital Leases
allocable to interest, but excluding interest allowances from
Manufacturers).”



“‘Consolidated EBITDA’ means, for any period for which the amount
thereof is to be determined, Consolidated Net Income for such
period, plus, to the extent deducted in the determination of
Consolidated Net Income and without duplication with items included
in the adjustments to Net Income under GAAP in the determination of
Consolidated Net Income, (a) provisions for income taxes,
(b) interest expense (calculated in accordance with GAAP), (c)
depreciation and amortization expense, and (d) other non-cash income
or charges.”



“‘EBTIDA’ means, for any Person, for any period, Net Income for such
period, plus, to the extent deducted in the determination of Net
Income and without duplication with items included in the
adjustments under GAAP to Net Income in the determination of net
income, (a) provisions for income taxes, (b) interest expense
(calculated in accordance with GAAP), (c) depreciation and
amortization expense, and (d) other non-cash income or charges.”



Section 2.2 Amendment to Section 1.2. Section 1.2 of the Credit Agreement is hereby
amended to be restated in its entirety as follows:



“Section 1.2. Accounting Terms.



(a) Except as otherwise herein specifically provided, each
accounting term used herein shall have the meaning given to it under
GAAP.



(b) If at any time any change in GAAP would affect the computation
of any financial ratio or requirement set forth in any Loan
Document, and either the Company or the Required Lenders shall so
request, the Agent, the Lenders and the Company shall negotiate in
good faith to amend such ratio or requirement to preserve the
original intent thereof in light of such change in GAAP (subject to
the approval of the Required Lenders); provided that, until so
amended, (i) such ratio or requirement shall continue to be computed
in accordance with GAAP prior to such change therein and (ii) the
Company shall provide to the Agent and the Lenders such
calculations, financial statements and other documents required
under this Agreement or as reasonably requested hereunder setting
forth a reconciliation between calculations of such ratio or
requirement made before and after giving effect to such change in
GAAP. Notwithstanding the foregoing, with respect to the changes in
GAAP as they apply to Accounting Principles Bulletin 14-1, the
Company shall (i) calculate the financial covenants set forth in
Sections 10.11, 10.13, 10.14 and
10.15 without giving effect to such changes and (ii) provide
to the Agent and the Lenders such calculations, financial statements
and other documents as reasonably requested hereunder setting forth
a reconciliation between calculations of such financial covenants
made before and after giving effect to such changes in GAAP.”



ARTICLE III. CONDITIONS




The effectiveness of this Amendment is subject to the satisfaction of the following conditions
precedent:



Section 3.1 Loan Documents. The Agent shall have received counterparts of this
Amendment executed and delivered by a duly authorized officer of the Company and each of the
Borrowers and the Required Lenders.



Section 3.2 Representations and Warranties. Except as affected by the transactions
contemplated in the Credit Agreement and this Amendment, each of the representations and warranties
made by the Company and the other Borrowers in or pursuant to the Loan Documents shall be true and
correct in all material respects as of the Effective Date, as if made on and as of such date,
except to the extent that such representations and warranties are limited to an earlier date or
period in which case they shall be limited to such earlier date or period.



Section 3.3 Other Instruments or Documents. The Agent shall receive such other
instruments or documents as it may reasonably request.



Section 3.4 Payment of Fees and Expenses. The Agent shall have received payment of
all its fees and expenses in connection with this Amendment, including, without limitation, any
legal expenses billed as of the time of closing.



ARTICLE IV. MISCELLANEOUS



Section 4.1 Adoption, Ratification and Confirmation of Credit Agreement. The Company,
each of the Borrowers, the Agents and the Lenders do hereby adopt, ratify and confirm the Credit
Agreement, as amended hereby, and the Security Documents, and acknowledges and agrees that the
Credit Agreement, as amended hereby, and each of the Security Documents, are and remain in full
force and effect.



Section 4.2 Successors and Assigns. This Amendment shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns permitted pursuant to
the Credit Agreement.



Section 4.3 Counterparts. This Amendment may be executed by one or more of the
parties hereto in any number of separate counterparts, and may be delivered in original or
facsimile form, and all of such counterparts taken together shall be deemed to constitute one and
the same instrument and shall be enforceable as of the Effective Date upon the execution of one or
more counterparts hereof by the Company, the other Borrowers, the Agents and the Required Lenders.
In this regard, each of the parties hereto acknowledges that a counterpart of this Amendment
containing a set of counterpart execution pages reflecting the execution of each party hereto shall
be sufficient to reflect the execution of this Amendment by each necessary party hereto and shall
constitute one instrument.



Section 4.4 Number and Gender. Whenever the context requires, reference herein made
to the single number shall be understood to include the plural; and likewise, the plural shall be
understood to include the singular. Words denoting sex shall be construed to include the
masculine, feminine and neuter, when such construction is appropriate; and specific enumeration
shall not exclude the general but shall be construed as cumulative. Definitions of terms defined
in the singular or plural shall be equally applicable to the plural or singular, as the case may
be, unless otherwise indicated.



Section 4.5 Invalidity. In the event that any one or more of the provisions contained
in this Amendment shall for any reason be held invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any other provision of this
Amendment.



Section 4.6 Titles of Articles, Sections and Subsections. All titles or headings to
Articles, Sections, subsections or other divisions of this Amendment or the exhibits hereto, if
any, are only for the convenience of the parties and shall not be construed to have any effect or
meaning with respect to the other content of such Articles, Sections, subsections, other divisions
or exhibits, such other content being controlling as the agreement among the parties hereto.



Section 4.7 Release and Indemnity.



(a) The Company and each of the other Borrowers do hereby release and indemnify the Agents and
each Lender and each Affiliate thereof and their respective directors, officers, employees and
agents from, and release and hold each of them harmless from any and all losses, liabilities,
claims or damages (including reasonable legal fees and expenses) to which any of them may become
subject, insofar as such losses, liabilities, claims or damages arise out of or result from the
Loan Documents or the transactions contemplated thereby (including any threatened investigation or
proceeding), or the actions or inactions of any Person in regard thereto, including any Person
hereby released, and the Company and each of the other Borrowers shall reimburse each Lender and
each Affiliate thereof and their respective directors, officers, employees and agents, upon demand,
for any expenses (including legal fees) reasonably incurred in connection with any investigation or
proceeding involving such matters (the “Indemnified Obligations”). Without prejudice to the
survival of any other obligations of the Company and the other Borrowers hereunder and under the
other Loan Documents, such release and indemnity shall survive the termination of the Credit
Agreement or this Amendment and the other Loan Documents, the payment of the Obligations, or the
assignment of the Notes.



(b) Without limiting any provision of this Amendment, it is the express intention of the
parties hereto that each Person to be indemnified hereunder shall be indemnified and held harmless
against any and all Indemnified Obligations arising out of or resulting from the ordinary sole or
contributory negligence of such Person or imposed upon said party under any theory of strict
liability. Without prejudice to the survival of any other obligations of the Borrowers hereunder
and under the other Loan Documents, the obligations of the Borrowers under this Section shall
survive the termination of this Amendment, the Credit Agreement and the other Loan Documents and
the payment of the Obligations and the Notes.



Section 4.8 Governing Law. This Amendment shall be deemed to be a contract made under
and shall be governed by and construed in accordance with the internal laws of the State of Texas.



Section 4.9 Entire Agreement. The Credit Agreement, as amended by this Amendment and
the other Loan Documents, constitute the entire agreement among the parties hereto with respect to
the subject thereof. All prior understandings, statements and agreements, whether written or oral,
relating to the subject thereof are superseded by the Credit Agreement, as amended by this
Amendment, and the other Loan Documents.



[SIGNATURES BEGIN ON NEXT PAGE]




IN WITNESS HEREOF, the parties hereto have caused this Amendment to be duly executed
and delivered by their proper and duly authorized officers as of the Effective Date.




GROUP 1 AUTOMOTIVE, INC.,


a Delaware corporation



	 	 	 
	By:
	 	/s/John C. Rickel

	 	 	 

	 	 	John C. Rickel

Senior Vice President and CFO








	 	 	GROUP 1 FUNDING, INC.,






a Delaware corporation;


GROUP 1 REALTY, INC.,


a Delaware corporation



	 	 	 
	By:
	 	/s/John C. Rickel

	 	 	 

	 	 	John C. Rickel

President







	 	 	 
	 	 	BARON DEVELOPMENT COMPANY, LLC,	 
	 	 	a Kansas limited liability company;	 
	 	 	BARON LEASEHOLD, LLC,	 
	 	 	a Kansas limited liability company;	 
	 	 	By:	 	 	Baron Development Company, LLC,
	 	 	 	 	 	a Kansas limited liability company,
	 	 	 	 	 	its Sole Member
		 	 	 
	 	 	 	 	 	G1R FLORIDA, LLC,
	
	 	 	 	 	 
	 	 	 	 	 	a Delaware limited liability company;
	
	 	 	 	 	 
	 	 	 	 	 	G1R2 FLORIDA, LLC,
	
	 	 	 	 	 
	 	 	 	 	 	a Delaware limited liability company;
	
	 	 	 	 	 
	 	 	 	 	 	G1R-OC, LLC,
	
	 	 	 	 	 
	 	 	 	 	 	a Delaware limited liability company;
	
	 	 	 	 	 
	 	 	 	 	 	IVORY AUTO PROPERTIES OF SOUTH CAROLINA, LLC,
	
	 	 	 	 	 
	 	 	 	 	 	a South Carolina limited liability company;
	
	 	 	 	 	 
	 	 	 	 	 	TATE CG, L.L.C.,
	
	 	 	 	 	 
	 	 	 	 	 	a Maryland limited liability company





	 	 	 	 	 
	By:	 	Group 1 Realty, Inc.,
	 	 	its Sole Member
	 	 	By:
	 	/s/John C. Rickel

	 	 	 	 	 

	 	 	 	 	John C. Rickel

President







1




	 	 	 
	BOHN HOLDINGS, LLC,	 	 
	a Delaware limited liability company;
	By:	 	Bohn Holdings, Inc.,
	 	 	its Sole Member
	BOHN-FII, LLC,

	 	

	a Delaware limited liability company;

	By:

	 	Bohn Holdings-F, Inc.,

its Sole Member






	 	 	 
	GPI KS-SV, LLC,

	 	

	a Delaware limited liability company;

	By:

	 	GPI KS-SB, Inc.,

its Sole Member






	 	 	 
	GPI SC-SV, LLC,

	 	

	a Delaware limited liability company;

	By:

	 	GPI SC-SB, Inc.,

its Sole Member






	 	 	 
	GROUP 1 ASSOCIATES HOLDINGS, LLC,
	a Delaware limited liability company;
	By:
	 	Group 1 Associates, Inc.,

its Sole Member







	 	 	 	 	 
	HARVEY FORD, LLC,	 	 
	a Delaware limited liability company;
	By:
	 	Bohn-FII, LLC,

its Sole Member

By:

	 	



Bohn Holdings-F, Inc.,

its Sole Member






	 	 	 	 	 
	HARVEY GM, LLC,
	 	


	 	

	a Delaware limited liability company;
	By:	 	Bohn Holdings, LLC,

	 	 	its Sole Member

By:

	 	

Bohn Holdings, Inc.,

its Sole Member






	 	 	 	 	 
	HARVEY OPERATIONS-T, LLC,	 	 
	a Delaware limited liability company;
	By:	 	Bohn Holdings, LLC,

	 	 	its Sole Member

By:

	 	

Bohn Holdings, Inc.,

its Sole Member






	 	 	 	 	 
	IRA AUTOMOTIVE GROUP, LLC,	 	 
	a Delaware limited liability company
	By:	 	Danvers-T, Inc.,

	 	 	its Sole Member

	 	 	By:

	 	/s/John C. Rickel
	 	 	
 
	 	 
	 	 	
 
	 	John C. Rickel

Vice President






2




	 	 	 	 	 
	 	 	DANVERS-SU, LLC,	 
	 	 	a Delaware limited liability company;	 
	 	 	By:	 	 	Group 1 Holdings-S, L.L.C.,
	 	 	 	 	 	its Sole Member
		 	 	 
	 	 	 	 	 	GROUP 1 HOLDINGS-DC, L.L.C.,
	
	 	 	 	 	 
	 	 	 	 	 	a Delaware limited liability company;
	
	 	 	 	 	 
	 	 	 	 	 	GROUP 1 HOLDINGS-F, L.L.C.,
	
	 	 	 	 	 
	 	 	 	 	 	a Delaware limited liability company;
	
	 	 	 	 	 
	 	 	 	 	 	GROUP 1 HOLDINGS-GM, L.L.C.,
	
	 	 	 	 	 
	 	 	 	 	 	a Delaware limited liability company;
	
	 	 	 	 	 
	 	 	 	 	 	GROUP 1 HOLDINGS-H, L.L.C.,
	
	 	 	 	 	 
	 	 	 	 	 	a Delaware limited liability company;
	
	 	 	 	 	 
	 	 	 	 	 	GROUP 1 HOLDINGS-N, L.L.C.,
	
	 	 	 	 	 
	 	 	 	 	 	a Delaware limited liability company;
	
	 	 	 	 	 
	 	 	 	 	 	GROUP 1 HOLDINGS-S, L.L.C.,
	
	 	 	 	 	 
	 	 	 	 	 	a Delaware limited liability company;
	
	 	 	 	 	 
	 	 	 	 	 	GROUP 1 HOLDINGS-T, L.L.C.,
	
	 	 	 	 	 
	 	 	 	 	 	a Delaware limited liability company;
	
	 	 	 	 	 
	 	 	 	 	 	HOWARD-DCIII, LLC,
	
	 	 	 	 	 
	 	 	 	 	 	a Delaware limited liability company





	 	 	 	 	 
	By:	 	Group 1 Automotive, Inc.,
	 	 	its Sole Member
	 	


	 	 	By:
	 	/s/John C. Rickel

	 	 	 	 	 

	 	 	 	 	John C. Rickel

Senior Vice President and CFO








	 	 	COURTESY FORD, LLC,






a Delaware limited liability company;


GULF BREEZE FORD, LLC,


a Delaware limited liability company;


KEY FORD, LLC,


a Delaware limited liability company;


KOONS FORD, LLC,


a Delaware limited liability company



	 	 	 	 	 
	By:	 	Group 1 FL Holdings, Inc.,
	 	 	its Sole Member
	 	


	 	 	By:
	 	/s/John C. Rickel

	 	 	 	 	 

	 	 	 	 	John C. Rickel

Vice President







3





	 	 	GROUP 1 LP INTERESTS-DC, INC.,






a Delaware corporation;


GROUP 1 LP INTERESTS-GM, INC.,


a Delaware corporation;


GROUP 1 LP INTERESTS-S, INC.,


a Delaware corporation



	 	 	 
	By:
	 	/s/John C. Rickel

	 	 	 

	 	 	John C. Rickel

President








	 	 	AMARILLO MOTORS-C, LTD.,






a Texas limited partnership;


AMARILLO MOTORS-J, LTD.,


a Texas limited partnership;


AMARILLO MOTORS-SM, LTD.,


a Texas limited partnership;


GPI, LTD.,


a Texas limited partnership;


MCCALL-SL, LTD.,


a Texas limited partnership;


PRESTIGE CHRYSLER SOUTH, LTD.,


a Texas limited partnership;


ROCKWALL AUTOMOTIVE-DCD, LTD.,


a Texas limited partnership



	 	 	 	 	 
	By:	 	Group 1 Associates, Inc.,
	 	 	its General Partner
	 	 	By:
	 	/s/John C. Rickel

	 	 	 	 	 

	 	 	 	 	John C. Rickel

Vice President







4





	 	 	ADVANTAGECARS.COM, INC.,






a Delaware corporation;


AMARILLO MOTORS-F, INC.,


a Delaware corporation;


BOB HOWARD AUTOMOTIVE-EAST, INC.,


an Oklahoma corporation;


BOB HOWARD CHEVROLET, INC.,


an Oklahoma corporation;


BOB HOWARD DODGE, INC.,


an Oklahoma corporation;


BOB HOWARD MOTORS, INC.,


an Oklahoma corporation;


BOB HOWARD NISSAN, INC.,


an Oklahoma corporation;


BOHN HOLDINGS, INC.,


a Delaware corporation;


BOHN HOLDINGS-F, INC.,


a Delaware corporation;


CASA CHEVROLET, INC.,


a New Mexico corporation;


CASA CHRYSLER PLYMOUTH JEEP, INC.,


a New Mexico corporation;


CHAPERRAL DODGE, INC.,


a Delaware corporation;


DANVERS-DCII, INC.,


a Delaware corporation;


DANVERS-N, INC.,


a Delaware corporation;


DANVERS-NII, INC.,


a Delaware corporation;


DANVERS-S, INC.,


a Delaware corporation;


DANVERS-SB, INC.,


a Delaware corporation;


DANVERS-T, INC.,


a Delaware corporation;


DANVERS-TII, INC.,


a Delaware corporation;


DANVERS-TIII, INC.,


a Delaware corporation;


DANVERS-TL, INC.,


a Delaware corporation;


FMM, INC.,


a California corporation;


GPI AL-N, INC.,


a Delaware corporation;



5




GPI ATLANTA-F, INC.,


a Georgia corporation;


GPI ATLANTA-FLM, INC.,


a Delaware corporation;


GPI ATLANTA-FLMII, INC.,


a Delaware corporation;


GPI ATLANTA-T, INC.,


a Delaware corporation;


GPI CA-DMII, INC.


a Delaware corporation;


GPI CA-NIII, INC.,


a Delaware corporation;


GPI CA-TII, INC.,


a Delaware corporation;


GPI GA-DM, INC.,


a Delaware corporation;


GPI KS-SB, INC.,


a Delaware corporation;


GPI MD-SB, INC.,


a Delaware corporation;


GPI MS-H, INC.,


a Delaware corporation;


GPI MS-N, INC.,


a Delaware corporation;


GPI MS-SK, INC.,


a Delaware corporation;


GPI NH-T, INC.,


a Delaware corporation;


GPI NH-TL, INC.,


a Delaware corporation;


GPI SAC-T, INC.,


a Delaware corporation;


GPI SC-SB, INC.,


a Delaware corporation;


GPI SD-DC, INC.,


a Delaware corporation;


GROUP 1 ASSOCIATES, INC.,


a Delaware corporation;


GROUP 1 FL HOLDINGS, INC.,


a Delaware corporation;


HOWARD FORD, INC.,


a Delaware corporation;


HOWARD-DCII, INC.,


a Delaware corporation;


HOWARD-GM, INC.,


a Delaware corporation;



6




HOWARD-GMII, INC.,


a Delaware corporation;


HOWARD-H, INC.,


a Delaware corporation;


HOWARD-HA, INC.,


a Delaware corporation;


HOWARD-SB, INC.,


a Delaware corporation;


JIM TIDWELL FORD, INC.,


a Delaware corporation;


KUTZ-N, INC.,


a Delaware corporation;


LUBBOCK MOTORS, INC.,


a Delaware corporation;


LUBBOCK MOTORS-F, INC.,


a Delaware corporation;


LUBBOCK MOTORS-GM, INC.,


a Delaware corporation;


LUBBOCK MOTORS-S, INC.,


a Delaware corporation;


LUBBOCK MOTORS-SH, INC.,


a Delaware corporation;


LUBBOCK MOTORS-T, INC.,


a Delaware corporation;


MAXWELL CHRYSLER DODGE JEEP, INC.,


a Delaware corporation;


MAXWELL FORD, INC.,


a Delaware corporation;


MAXWELL-GMII, INC.,


a Delaware corporation;


MAXWELL-N, INC.,


a Delaware corporation;


MAXWELL-NII, INC.,


a Delaware corporation;


MCCALL-H, INC.,


a Delaware corporation;


MCCALL-HA, INC.,


a Delaware corporation;


MCCALL-N, INC.,


a Delaware corporation;


MCCALL-SB, INC.,


a Delaware corporation;


MCCALL-T, INC.,


a Delaware corporation;


MCCALL-TII, INC.,


a Delaware corporation;



7




MCCALL-TL, INC.,


a Delaware corporation;


MIKE SMITH AUTOMOTIVE-H, INC.,


a Delaware corporation;


MIKE SMITH AUTOMOTIVE-N, INC.,


a Texas corporation;


MIKE SMITH AUTOPLAZA, INC.,


a Texas corporation;


MIKE SMITH AUTOPLEX BUICK, INC.,


a Texas corporation;


MIKE SMITH AUTOPLEX DODGE, INC.,


a Texas corporation;


MIKE SMITH AUTOPLEX, INC.,


a Texas corporation;


MIKE SMITH AUTOPLEX-GERMAN IMPORTS, INC.,


a Texas corporation;


MIKE SMITH GM, INC.,


a Delaware corporation;


MIKE SMITH IMPORTS, INC.,


a Texas corporation;


MIKE SMITH MOTORS, INC.,


a Texas corporation;


MILLBRO, INC.,


a California corporation;


MILLER AUTOMOTIVE GROUP, INC.,


a California corporation;


MILLER FAMILY COMPANY, INC.,


a California corporation;


MILLER IMPORTS, INC.,


a California corporation;


MILLER INFINITI, INC.,


a California corporation;


MILLER NISSAN, INC.,


a California corporation;


MILLER-DM, INC.,


a Delaware corporation;


MILLER-SH, INC.,


a Delaware corporation;


NJ-DM, INC.,


a Delaware corporation;


NJ-H, INC.,


a Delaware corporation;



8




NJ-HA, INC.,


a Delaware corporation;


NJ-HAII, INC.,


a Delaware corporation;


NJ-HII, INC.,


a Delaware corporation;


NJ-SB, INC.,


a Delaware corporation;


NJ-SV, INC.,


a Delaware corporation;


NY-DM, INC.,


a Delaware corporation;


NY-FV, INC.,


a Delaware corporation;


NY-FVII, INC.,


a Delaware corporation;


NY-SB, INC.,


a Delaware corporation;


NY-SBII, INC.,


a Delaware corporation


PERIMETER FORD, INC.,


a Delaware corporation;


PRESTIGE CHRYSLER NORTHWEST, INC.,


a Delaware corporation;


ROCKWALL AUTOMOTIVE-F, INC.,


a Delaware corporation;


SUNSHINE BUICK PONTIAC GMC TRUCK, INC.,


a New Mexico corporation


WEST CENTRAL MANAGEMENT CO., INC.,


a Delaware corporation;



	 	 	 
	By:
	 	/s/John C. Rickel

	 	 	 

	 	 	John C. Rickel

Vice President







9




	 	 	 





	 	 	 
	AGENT, ISSUING BANK AND JPMORGAN CHASE BANK, N.A.
	LENDER: By: /s/R

	 	obert L. Mendoza
	 

	 	 
	Name: Ro

	 	bert L. Mendoza
	 

	 	 
	Title: V

	 	ice President
	 

	 	 






10




	 	 	 





	 	 	 
	FLOOR PLAN AGENT, SWING LINE BANK AND LENDER: COMERICA BANK
	 	 	By: /s/Jonathan S.

Heine

	 	 	 

	 	 	Name: Jonathan S. Heine

	 	 	 

	 	 	Title: Vice President

	 	 	 







11




	 	 	 





	 	 	 
	SYNDICATION AGENT BANK OF AMERICA, N.A.
	AND LENDER: By: /s/M. Patr

	 	icia Kay
	 

	 	 
	Name: M. Patri

	 	cia Kay
	 

	 	 
	Title: Senior

President

	 	Vice



	 

	 	 






12




	 	 	 





	 	 	 
	LENDER: TOYOTA MOTOR CREDIT CORPORATION
	By: /s/Mark Doi

	 	

	 

	 	

	Name: Mark Doi

	 	

	 

	 	

	Title: National Dealer C

Manager

	 	redit



	 

	 	 






13




14




	 	 	 
	LENDER: NISSAN MOTOR ACCEPTANCE CORPORATION, a California corporation
	By: /s/Chris Hathaway
	Name: Chris Hathaway
	Title: Sr. Mgr., Commercial Credit





	 	 	 	 	 
	LENDER: SOVEREIGN BANK	 	 	 	 
	By:

	Name:

	Title:







15




	 	 	 
	LENDER:	 	BMW FINANCIAL SERVICES NA. LLC
	 	 	By: /s/Scott Bargar

	 	 	 

	 	 	Name: Scott Bargar

	 	 	 

	 	 	Title: Retailer Finance Credit Manager

	 	 	 

	 	 	By: /s/Armando Macias

	 	 	 

	 	 	Name: Armando Macias

	 	 	 

	 	 	Title: Manager Retailer Finance Accounting &

Audit

	 	 	 







16




	 	 	 





	 	 	 
	LENDER:	 	WACHOVIA BANK, NATIONAL ASSOCIATION
	 	 	By: /s/Michael R. Burkitt

	 	 	 

	 	 	Name: Michael R. Burkitt

	 	 	 

	 	 	Title: Senior Vice President

	 	 	 







17




	 	 	 





	 	 	 
	LENDER:	 	BNP PARIBAS
	 	 	By: /s/Nader Tannous

	 	 	 

	 	 	Name: Nader Tannous

	 	 	 

	 	 	Title: Vice

President

	 	 	 

	 	 	By: /s/Fikret Durmus

	 	 	 

	 	 	Name: Fikret Durmus

	 	 	 

	 	 	Title: Vice

President

	 	 	 







18




	 	 	 





	 	 	 
	LENDER:	 	U.S. BANK, N.A.
	 	 	By:

	 	 	Name:

	 	 	Title:







	 	 	 
	LENDER: CITIBANK, N.A.
	 	 	By:

	 	 	Name:

	 	 	Title:







	 	 	 
	LENDER:	 	BARCLAYS BANK PLC
	 	 	By: /s/Diane

Rolfe

	 	 	 

	 	 	Name: Diane Rolfe

	 	 	 

	 	 	Title: Director

	 	 	 







	 	 	 
	LENDER:	 	CITIZENS BANK NEW HAMPSHIRE
	 	 	By:

	 	 	Name:

	 	 	Title:







19




	 	 	 
	LENDER:	 	KEY BANK
	 	 	By:

	 	 	Name:

	 	 	Title:







20




	 	 	 
	LENDER:	 	SUNTRUST BANK
	 	 	By:

	 	 	Name:

	 	 	Title:







21




	 	 	 
	LENDER:	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	By: /s/Robert P. DeLaer

	 	 	 

	 	 	Name: Robert P. DeLaer

	 	 	 

	 	 	Title: Vice President, ADCS

	 	 	 







22




	 	 	 





	 	 	 
	LENDER:	 	FIFTH THIRD BANK
	 	 	By: /s/Mike

Mendenhall

	 	 	 

	 	 	Name: Mike Mendenhall

	 	 	 

	 	 	Title: Vice President

	 	 	 







	 	 	 
	LENDER:	 	NATIONAL CITY BANK
	 	 	By: /s/John R.

Schofield

	 	 	 

	 	 	Name: John R. Schofield

	 	 	 

	 	 	Title: Vice President

	 	 	 







	 	 	 
	LENDER:	 	DEUTSCHE BANK AG NEW YORK BRANCH
	 	 	By: /s/Scottye Lindsey

	 	 	 

	 	 	Name: Scottye Lindsey

	 	 	 

	 	 	Title: Director

	 	 	 

	 	 	By: /s/Erin Morrissey

	 	 	 

	 	 	Name: Erin Morrissey

	 	 	 

	 	 	Title: Vice President

	 	 	 







23




	 	 	 





	 	 	 
	LENDER:	 	WORLD OMNI FINANCIAL CORP.
	 	 	By: /s/Rebecca Arwitt

	 	 	 

	 	 	Name: Rebecca Arwitt

	 	 	 

	 	 	Title: Assistant Vice

President

	 	 	 







24




	 	 	 





	 	 	 
	LENDER:	 	AMARILLO NATIONAL BANK
	 	 	By: /s/Cory Ramsey

	 	 	 

	 	 	Name: Cory Ramsey

	 	 	 

	 	 	Title: Senior Vice

President

	 	 	 







25




	 	 	 





	 	 	 
	LENDER:	 	BANK OF OKLAHOMA, N.A.
	 	 	By:

	 	 	Name:

	 	 	Title:








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