GPI Group 1 Automotive Inc

Effective March 9, 2022 (the “Closing Date”), Group 1 Automotive, Inc. (the “Company”) entered into an amended and restated five-year revolving syndicated credit arrangement with 21 financial institutions, including 6 manufacturer-affiliated finance companies (the “Credit Facility”). The Credit Facility consists of two tranches: one for U.S. vehicle inventory floorplan financing (the “Floorplan Line”) and another for working capital and general corporate purposes, including acquisitions (the “Acquisition Line”). As of the Closing Date, the aggregate maximum borrowing commitment of the two tranches equals $2.0 billion. The Floorplan Line provides a maximum borrowing commitment of $1.651 billion as of the Closing Date, of which a maximum of $151.0 million can be re-designated as additional Acquisition Line borrowing commitment. The Acquisition Line provides a maximum borrowing commitment of $349.0 million as of the Closing Date, which may be increased by $151.0 million of re-designated Floorplan Line commitments for a maximum borrowing commitment of $500.0 million, or 25 percent of the total Credit Facility. Unused Acquisition Line commitments may be reallocated to the Floorplan Line at the Company’s request. A maximum of $150.0 million of the Acquisition Line can be borrowed in either Euros or Pounds Sterling. The aggregate maximum borrowing commitment can be increased to a maximum of $2.4 billion, if one or more existing lenders agree to increase their commitments, or if the Administrative Agent approves the admission of one or more financial institutions as additional lenders. The Acquisition Line bears interest at the Secured Overnight Financing Rate (“SOFR”) (including a 10 basis point spread adjustment) plus a margin that ranges from 100 to 200 basis points, depending on our leverage ratio. The Floorplan Line bears interest at a rate equal to SOFR (including a 10 basis point spread adjustment) plus 110 basis points (for new vehicle inventory) and 140 basis points (for used vehicle inventory). All of our U.S. dealership-owning subsidiaries are co-borrowers under our Credit Facility and as such, they are liable on a joint and several basis for obligations under the Credit Facility, with certain exceptions. Our Credit Facility contains a number of significant covenants that, among other things, restrict our ability to dispose of assets, incur additional indebtedness, create liens on assets, make investments and engage in mergers or consolidations. We are also required to comply with specified financial tests and ratios defined in the Credit Facility, such as the Fixed-Charge Coverage Ratio and the Total Adjusted Leverage Ratio. The Credit Facility also contains typical Events of Default (as defined in the Credit Facility) for both the Floor Plan Line and the Acquisition Line, including change of control, non-payment of obligations and cross-defaults to certain of our other material indebtedness. Upon the occurrence of an Event of Default, we could be required to immediately repay all or certain portions of the amount outstanding under the Credit Facility. Our obligations under the Credit Facility are secured by essentially all of our personal property (other than equity interests in dealership-owning subsidiaries) including all motor vehicle inventory and proceeds from the disposition of dealership-owning subsidiaries.

Our Ford and Lincoln dealerships will continue to obtain new vehicle floor plan financing from Ford Motor Credit Company. The description of the Credit Facility set forth above does not purport to be complete and is qualified in its entirety by reference to the provisions of the Credit Facility, which is filed hereto as Exhibit 10.1 and is incorporated herein by reference.