EX-10.2






Exhibit 10.2




UNWIND AGREEMENT

dated as of July 25, 2014

with respect to the Call Option Transaction Confirmation

and the Warrants Confirmation

between Group 1 Automotive, Inc. and Bank of America, N.A.




THIS UNWIND AGREEMENT (this “Agreement”) with respect to the Call Option Transaction
Confirmation (as defined below) and the Warrants Confirmation (as defined below) is made as of July
25, 2014, between Group 1 Automotive, Inc. (the “Company”) and Bank of America, N.A. (“Dealer”).



WHEREAS, the Company and Dealer entered into a Call Option Transaction Confirmation, dated as
of June 20, 2006, as amended by a Call Option Transaction Amendment dated as of June 23, 2006 (as
so amended, the “Call Option Transaction Confirmation”), relating to USD 287,500,000 principal
amount of 2.25% Convertible Senior Notes due 2036 (the “Convertible Notes”);



WHEREAS, the Company and Dealer entered into an Issuer Warrant Transaction, dated as of June
20, 2006, as amended by a Warrants Transaction Amendment dated as of June 23, 2006 (as so amended,
the “Warrants Confirmation” and, together with the Call Option Transaction Confirmation, the “Call
Spread Confirmations”), pursuant to which the Company issued to Dealer warrants to purchase shares
of common stock, par value $0.01 per share, of the Company;



WHEREAS, the Company intends to redeem the Convertible Notes pursuant to the terms thereof;



WHEREAS, the Company has requested, and Dealer has agreed, to terminate in full the Call
Spread Confirmations;



NOW, THEREFORE, in consideration of their mutual covenants herein contained, the parties
hereto, intending to be legally bound, hereby mutually covenant and agree as follows:



1. Defined Terms. Any capitalized term not otherwise defined herein shall have the
meaning set forth for such term in the Call Option Transaction Confirmation or the Warrants
Confirmation, as applicable.



2. Termination. Effective immediately upon execution of this Agreement by the parties
hereto, the Call Spread Confirmations and the transactions evidenced thereby shall automatically
terminate as of such execution and (i) the Call Spread Confirmations and the transactions evidenced
thereby and all of the respective rights and obligations of Dealer and the Company under the Call
Spread Confirmations and the transactions evidenced thereby shall be cancelled and terminated and
(ii) each party shall be released and discharged by the other party from, and agrees not to make
any claim against the other party with respect to, any obligations or liabilities of the other
party arising out of and to be performed in connection with the Call Spread Confirmations and the
transactions evidenced thereby following such execution; provided that the right of indemnification
provided for in each of Section 9(d) of the Call Option Transaction Confirmation and Section 9(d)
of the Warrants Confirmation shall survive termination of the Call Spread Confirmations and the
transactions evidenced thereby pursuant to this Agreement. Dealer and the Company represent and
acknowledge to the other that upon execution of this Agreement by the parties hereto, all
obligations with respect to the Call Spread Confirmations and the transactions evidenced thereby
shall be deemed fully and finally discharged.



3. Measurement Dates. For purposes of this Agreement, “Measurement Date” means each
of the 25 consecutive Scheduled Trading Days (as defined in the 2002 ISDA Equity Derivatives
Definitions, as published by the International Swaps and Derivatives Association, Inc. (the “2002
Definitions”)) from, and including, July 28, 2014; provided, however, that if any such Scheduled
Trading Day is a Disrupted Day in whole, such date shall not constitute a Measurement Date, and an
additional Measurement Date shall occur on the Scheduled Trading Day after the date that would
otherwise be the final Measurement Date. For purposes of this Agreement (1) “Disrupted Day” shall
have the meaning ascribed to such term in the 2002 Definitions and (2) “Market Disruption Event”,
as such term is used in the definition of Disrupted Day, shall have the meaning ascribed to such
term in the 2002 Definitions, provided that (x) clause (ii) of such definition shall be replaced in
its entirety with “(ii) an Exchange Disruption, or” and (y) the phrase “; in each case that the
Calculation Agent determines is material” shall be inserted immediately following clause (iii) of
such definition. The “Measurement Period” means the period from, and including, the first
Measurement Date to, and including, the final Measurement Date.



4. Share Delivery. In consideration for the terminations referred to in Section 2
above, on the first Scheduled Trading Day following the conclusion of the Measurement Period, or if
such day is not a Clearance System Business Day, on the next Clearance System Business Day
immediately following such day, Dealer shall deliver to the Company a number of Shares equal to (x)
the product of (i) 1,850,002 multiplied by (ii) the Cash Settlement Amount in respect of such
Measurement Period, divided by (y) the Unwind Price (as defined in Exhibit A to
this Agreement). “Cash Settlement Amount” means the amount as determined based on the grid
attached as Exhibit A to this Agreement.



5. Representations and Warranties of the Company. The Company represents and
warrants to Dealer on the date hereof that:



(a) it has the power to execute this Agreement and any other documentation relating to this
Agreement to which it is a party, to deliver this Agreement and to perform its obligations under
this Agreement and has taken all necessary action to authorise such execution, delivery and
performance;



(b) such execution, delivery and performance do not violate or conflict with any law
applicable to it, any provision of its constitutional documents, any order or judgment of any
court or other agency of government applicable to it or any of its assets or any contractual
restriction binding on or affecting it or any of its assets;



(c) all governmental and other consents that are required to have been obtained by it with
respect to this Agreement have been obtained and are in full force and effect and all conditions
of any such consents have been complied with;



(d) its obligations under this Agreement constitute its legal, valid and binding
obligations, enforceable in accordance with its terms (subject to applicable bankruptcy,
reorganisation, insolvency, moratorium or similar laws affecting creditors’ rights generally and
subject, as to enforceability, to equitable principles of general application (regardless of
whether enforcement is sought in a proceeding in equity or at law));



(e) it is not entering into this Agreement to create actual or apparent trading activity in
the Shares (or any security convertible into or exchangeable for Shares) or to raise or depress or
otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for
Shares); and



(f) each of it and its affiliates is not in possession of any material nonpublic information
regarding Company or its common stock.



6. Representations and Warranties of Dealer. Dealer represents and warrants to the
Company on the date hereof that:



(a) it has the power to execute this Agreement and any other documentation relating to this
Agreement to which it is a party, to deliver this Agreement and to perform its obligations under
this Agreement and has taken all necessary action to authorise such execution, delivery and
performance;



(b) such execution, delivery and performance do not violate or conflict with any law
applicable to it, any provision of its constitutional documents, any order or judgment of any
court or other agency of government applicable to it or any of its assets or any contractual
restriction binding on or affecting it or any of its assets;



(c) all governmental and other consents that are required to have been obtained by it with
respect to this Agreement have been obtained and are in full force and effect and all conditions
of any such consents have been complied with; and



(d) its obligations under this Agreement constitute its legal, valid and binding
obligations, enforceable in accordance with its terms (subject to applicable bankruptcy,
reorganisation, insolvency, moratorium or similar laws affecting creditors’ rights generally and
subject, as to enforceability, to equitable principles of general application (regardless of
whether enforcement is sought in a proceeding in equity or at law)).



7. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York (without reference to choice of law doctrine).



8. Counterparts. This Agreement may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if all of the signatures thereto and hereto
were upon the same instrument.



9. No Reliance, etc. The Company hereby confirms that it has relied on the advice of
its own counsel and other advisors (to the extent it deems appropriate) with respect to any legal,
tax, accounting, or regulatory consequences of this Agreement, that it has not relied on Dealer or
its affiliates in any respect in connection therewith, and that it will not hold Dealer or its
affiliates accountable for any such consequences.



10. Agreements and Acknowledgements Regarding Hedging. Company understands,
acknowledges and agrees that: (A) at any time on or prior to the last Measurement Date, Dealer and
its affiliates may buy or sell Shares or other securities or buy or sell options or futures
contracts or enter into swaps or other derivative securities in order to terminate and/or unwind
the transactions related to the Call Spread Confirmations; (B) Dealer and its affiliates also may
be active in the market for Shares other than in connection with hedging activities in relation to
the unwind and/or termination of the transactions related to the Call Spread Confirmations; (C)
Dealer shall make its own determination as to whether, when or in what manner any hedging or
market activities in securities of Issuer shall be conducted and shall do so in a manner that it
deems appropriate to hedge its price and market risk with respect to the payment required under
this Agreement; and (D) any market activities of Dealer and its affiliates with respect to Shares
may affect the market price and volatility of Shares, as well as the amount of the payment
required under this Agreement, each in a manner that may be adverse to Company.



11. Designation by Dealer. Notwithstanding any other provision in this Agreement to
the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or
other securities to or from Company, Dealer may designate any of its affiliates to purchase, sell,
receive or deliver such shares or other securities and otherwise to perform Dealer obligations in
respect of the transactions contemplated by this Agreement and any such designee may assume such
obligations. Dealer shall be discharged of its obligations to Company to the extent of any such
performance.



IN WITNESS WHEREOF, the parties have executed this AGREEMENT the day and the year first above
written.




GROUP 1 AUTOMOTIVE, INC.



	 	 	 
	By:

	 	/s/ John C. Rickel
	
 
	 	 
	Title:

	 	Chief Financial Officer







	 	 	BANK OF AMERICA, N.A.





	 	 	 
	By:

	 	/s/ Christopher A. Hutmaker
	
 
	 	 
	Name:

Title:

	 	Christopher A. Hutmaker

Managing Director






EXHIBIT A




	 	 	 	 	 
	Unwind Price	 	Cash Settlement Amount
	$65.00

	 	$	7.16	 
	 

	 	 	 	 
	$66.00

	 	$	7.42	 
	 

	 	 	 	 
	$67.00

	 	$	7.69	 
	 

	 	 	 	 
	$68.00

	 	$	7.96	 
	 

	 	 	 	 
	$69.00

	 	$	8.22	 
	 

	 	 	 	 
	$70.00

	 	$	8.48	 
	 

	 	 	 	 
	$71.00

	 	$	8.74	 
	 

	 	 	 	 
	$72.00

	 	$	9.00	 
	 

	 	 	 	 
	$73.00

	 	$	9.26	 
	 

	 	 	 	 
	$74.00

	 	$	9.51	 
	 

	 	 	 	 
	$75.00

	 	$	9.76	 
	 

	 	 	 	 
	$76.00

	 	$	10.01	 
	 

	 	 	 	 
	$77.00

	 	$	10.25	 
	 

	 	 	 	 
	$78.00

	 	$	10.50	 
	 

	 	 	 	 
	$79.00

	 	$	10.73	 
	 

	 	 	 	 
	$80.00

	 	$	10.97	 
	 

	 	 	 	 
	$81.00

	 	$	11.20	 
	 

	 	 	 	 
	$82.00

	 	$	11.43	 
	 

	 	 	 	 
	$83.00

	 	$	11.65	 
	 

	 	 	 	 
	$84.00

	 	$	11.87	 
	 

	 	 	 	 
	$85.00

	 	$	12.08	 
	 

	 	 	 	 
	$86.00

	 	$	12.29	 
	 

	 	 	 	 
	$87.00

	 	$	12.50	 
	 

	 	 	 	 
	$88.00

	 	$	12.71	 
	 

	 	 	 	 
	$89.00

	 	$	12.91	 
	 

	 	 	 	 
	$90.00

	 	$	13.10	 
	 

	 	 	 	 






If the Cash Settlement Amount is not specified on the grid above, the Cash Settlement Amount shall
be determined by Dealer based on a straight-line interpolation between the Unwind Prices or
extrapolation from the Unwind Prices (as the case may be) specified on the grid above.



“Unwind Price” means the arithmetic average of the VWAP Prices for all of the Measurement Dates
during the Measurement Period.



“VWAP Price” for any Scheduled Trading Day means the per Share volume-weighted average price as
displayed under the heading “Bloomberg VWAP” on Bloomberg page GPI.N <equity> AQR (or any
successor thereto) in respect of the period from 9:30 a.m. to 4:00 p.m. (New York City time) on
such Scheduled Trading Day (or if such volume-weighted average price is unavailable, the market
value of one Share on such Scheduled Trading Day, as determined by Dealer).



Notwithstanding anything to the contrary in this Agreement, if (i) any Scheduled Trading Day during
any Measurement Period is a Disrupted Day or (ii) Dealer determines in its commercially reasonable
judgment that on any Scheduled Trading Day during the Measurement Period an extension of such
Measurement Period is reasonably necessary or appropriate to preserve Dealer’s hedge unwind
activity hereunder in light of existing liquidity conditions or to enable Dealer to effect sales of
Shares in connection with its hedge unwind activity hereunder in a manner that would be in
compliance with applicable legal, regulatory or self-regulatory requirements, or with related
policies and procedures applicable to Dealer, then the VWAP Price for such Scheduled Trading Day(s)
shall be the volume-weighted average price per Share on such Scheduled Trading Day on the Exchange,
as determined by the Dealer based on such sources as it deems appropriate using a volume-weighted
methodology, for the portion of such Scheduled Trading Day for which Dealer determines there is no
Market Disruption Event (as defined in Section 3 of this Agreement) and the number of Measurement
Dates and the Unwind Price for the Measurement Period shall be adjusted by Dealer to account for
such disruption and/or extension.



Dealer may adjust the table above upon the occurrence of any event or condition that would have
allowed Dealer to adjust the terms of the transactions evidenced by the Warrants Confirmation.