Resignation of Agent; Successor Agent
127
Section 12.7
Notice of Default
127
Section 12.8
Authorization and Action of the Floor Plan Agent
128
Section 12.9
Floor Plan Agent's Reliance
128
Section 12.10
Floor Plan Agent and Affiliates; Comerica and Affiliates
129
Section 12.11
Floor Plan Agent's Indemnity
130
Section 12.12
Lender Credit Decision
131
Section 12.13
Resignation of Floor Plan Agent; Successor Floor Plan Agent
131
Section 12.14
Notice of Default
131
Article XIII MISCELLANEOUS
132
Section 13.1
Notices, Etc
132
Section 13.2
Survival of Agreement
133
Section 13.3
Successors and Assigns; Participations
133
Section 13.4
Expenses of the Agents and Lenders; Indemnity
136
Section 13.5
Right of Setoff
138
Section 13.6
Governing Law; Jurisdiction
139
Section 13.7
Waivers; Amendments
140
Section 13.8
Interest
141
Section 13.9
Severability; Conflicts
142
Section 13.10
Counterparts
142
Section 13.11
Binding Effect
143
Section 13.12
Further Assurances
143
Section 13.13
Subsidiary Solvency Savings Clause
143
Section 13.14
Joint and Several Liability and Related Matters; Keepwell
143
Section 13.15
USA Patriot Act
146
Section 13.16
Loans Under Prior Credit Agreement
146
Section 13.17
Exiting Lenders
146
Section 13.18
FINAL AGREEMENT OF THE PARTIES
147
Section 13.19
Confidentiality
147
Section 13.20
WAIVER OF JURY TRIAL
148
Section 13.21
Acknowledgement and Consent to Bail-In of EEA Financial Institutions
148
Section 13.22
Judgment Currency
149
Exhibits:
EXHIBIT 1.1A
FORM OF ADDENDUM AND JOINDER AGREEMENT TO REVOLVING CREDIT AGREEMENT AND NOTE
EXHIBIT 1.1B
FORM OF ADMINISTRATIVE QUESTIONNAIRE
EXHIBIT 1.1C
FORM OF FLOOR PLAN NOTE
EXHIBIT 1.1D
FORM OF REQUEST FOR BORROWING (Floor Plan Loans/Swing Line Loans)
EXHIBIT 1.1E
FROM OF REQUEST FOR BORROWING (Acquisition Loans)
EXHIBIT 1.1F
FORM OF ACQUISITION NOTE
EXHIBIT 1.1G
FORM OF SWING LINE NOTE
EXHIBIT 5.14
FORMS OF U.S. TAX COMPLIANCE CERTIFICATES
EXHIBIT 5.18(b)
FORM OF NEW LENDER AGREEMENT
EXHIBIT 5.18(c)
FORM OF COMMITMENT INCREASE AGREEMENT
EXHIBIT 9.5(c)
FORM OF COMPLIANCE CERTIFICATE
EXHIBIT 9.5(h)
FORM OF AVAILABILITY ANALYSIS
EXHIBIT 9.5(i)
FORM OF USED BORROWING BASE CALCULATION
EXHIBIT 13.3(b)
FORM OF ASSIGNMENT AND ACCEPTANCE
Schedules:
SCHEDULE 1.1(a)
LENDERS AND COMMITMENTS
SCHEDULE 1.1(b)
FORD BORROWERS
SCHEDULE 1.1(c)
GM BORROWERS
SCHEDULE 1.1(d)
EXISTING LETTERS OF CREDIT
SCHEDULE 1.1(e)
ISSUING BANKS AND LETTER OF CREDIT COMMITMENTS
SCHEDULE 7.8(a)
LITIGATION
SCHEDULE 7.12
ERISA DISCLOSURES
SCHEDULE 7.16(h)
EXISTING LIENS
SCHEDULE 7.18
SUBSIDIARIES
SCHEDULE 7.20
DEALER FRANCHISE AGREEMENTS AND MANUFACTURER FRAMEWORK AGREEMENTS
SCHEDULE 10.1(b)
EXISTING INDEBTEDNESS
THIS TENTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated effective as of
June 17, 2016, 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 this Agreement (the Company and the
wholly-owned Restricted 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 or that become party hereto
pursuant to Section 5.18 or Section 13.3 (the "Lenders"), JPMORGAN CHASE BANK,
N.A., as Administrative Agent for the Lenders (in