SIXTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

SIXTH AMENDED AND RESTATED

REVOLVING CREDIT AGREEMENT

Effective as of December 16, 2005

Among

GROUP 1 AUTOMOTIVE, INC.,

the Subsidiary Borrowers Listed Herein,

THE LENDERS LISTED HEREIN,

JPMORGAN CHASE BANK, N.A.

as Administrative Agent,

COMERICA BANK,

as Floor Plan Agent,

and

BANK OF AMERICA, N.A.

as Syndication Agent

* * * * *

J. P. Morgan Securities Inc.

Lead Arranger and Sole Bookrunner

Andrews Kurth LLP
Counsel for Administrative Agent

1

TABLE OF CONTENTS

Page

 

 

 

 

 

 

Section 7.20 Dealer Franchise Agreements and Manufacturer Framework Agreements

 

Section 7.21 Use of Proceeds

 

 

 

 

 

ARTICLE XII THE AGENT, FLOOR PLAN AGENT AND THE COLLATERAL

 

Section 12.1 Authorization and Action of the Agent; Rights and Duties Regarding Collateral, Priority of Distributions

 

 

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3

4

THIS SIXTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated effective as of December 16, 2005, 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 this Agreement (the Company and the 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 successor by merger to The Chase Manhattan Bank and Chase Bank of Texas, N.A. and formerly known as JPMorgan Chase Bank), as Administrative Agent for the Lenders (in such capacity together with any successor in such capacity pursuant to Section 12.6 , the “ Agent ”), COMERICA BANK , as Floor Plan Agent for the Lenders (in such capacity together with any successor in such capacity pursuant to Section 12.13 , the “ Floor Plan Agent ”), and BANK OF AMERICA , N.A. , as Syndication Agent.

R E C I T A L S

WHEREAS , on December 31, 1997, the Borrowers, the lenders party thereto, the Agent and the Floor Plan Agent entered into the Revolving Credit Agreement (the “ Initial Agreement ”), whereby, upon the terms and conditions therein stated, such lenders agreed to make loans to the Borrowers up to the aggregate amount of $125,000,000, to be used by the Borrowers for the purposes set forth in Section 9.9 of the Initial Agreement; and

WHEREAS , on June 19, 1998, the Borrowers, the lenders party thereto, the Agent and the Floor Plan Agent amended the Initial Agreement and entered into an Amended and Restated Revolving Credit Agreement (hereinafter called the “ Amended and Restated Agreement ”) whereby, upon the terms and conditions therein stated, such lenders agreed to make loans to the Borrowers up to the aggregate amount of $345,000,000 to be used by the Borrowers for the purposes set forth in Section 9.9 of the Amended and Restated Agreement; and

WHEREAS , on November 10, 1998, the Borrowers, the lenders party thereto, the Agent and the Floor Plan Agent amended the Amended and Restated Agreement and entered into the Second Amended and Restated Revolving Credit Agreement (hereinafter called the “ Second Amended and Restated Agreement ”) whereby, upon the terms and conditions therein stated, such lenders agreed to make loans to the Borrowers up to the aggregate amount of $425,000,000 to be used by the Borrowers for the purposes set forth in Section 9.9 of the Second Amended and Restated Agreement; and

WHEREAS , on May 12, 1999, the Borrowers, the lenders party thereto, the Agent and the Floor Plan Agent amended the Second Amended and Restated Revolving Credit Agreement and entered into the Third Amended and Restated Revolving Credit Agreement (hereinafter called the “ Third Amended and Restated Agreement ”) whereby, upon the terms and conditions therein stated, such lenders agreed to make loans to the Borrowers up to the aggregate amount of $500,000,000 to be used by the Borrowers for the purposes set forth in Section 9.9 of the Third Amended and Restated Agreement; and

WHEREAS , on October 15, 1999 and effective as of November 1, 1999, the Borrowers, the lenders party thereto, the Agent and the Floor Plan Agent amended the Third Amended and Restated Revolving Credit Agreement and entered into the Fourth Amended and Restated Revolving Credit Agreement (as subsequently amended, hereinafter called the “ Fourth Amended and Restated Agreement ”) whereby, upon the terms and conditions therein stated, such lenders agreed to make loans to the Borrowers up to the aggregate amount of $1,000,000,000 to be used by the Borrowers for the purposes set forth in Section 9.9 of the Fourth Amended and Restated Agreement; and

WHEREAS , on June 2, 2003, the Borrowers, the lenders party thereto, the Agent and the Floor Plan Agent amended the Fourth Amended and Restated Revolving Credit Agreement and entered into the Fifth Amended and Restated Revolving Credit Agreement (as subsequently amended, hereinafter called the “ Fifth Amended and Restated Agreement ” and together with the Initial Agreement and the First, Second, Third and Fourth Amended and Restated Agreements, the “ Prior Agreements ”) whereby, upon the terms and conditions therein stated, such lenders agreed to make loans to the Borrowers up to the aggregate amount of $775,000,000 to be used by the Borrowers for the purposes set forth in Section 9.9 of the Fifth Amended and Restated Agreement; and

WHEREAS , the Borrowers, the Lenders, the Agent and the Floor Plan Agent mutually desire to amend certain aspects of the Fifth Amended and Restated Agreement;

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

ARTICLE I

CERTAIN DEFINED TERMS, ACCOUNTING TERMS AND CONSTRUCTION

Section 1.1 Certain Defined Terms . As used in this Agreement, the following terms shall have the following meanings:

“ ABR Borrowing ” means a Borrowing consisting of one or more Alternate Base Rate Loans.

“ Account ” means any “account” as such term is defined in the UCC, now or hereafter owned by the Company or any of its Subsidiaries, including rights to payment for goods and services sold or leased, whether now in existence or arising in the future.

“ Acquisition” means the acquisition by the Company or any of its wholly owned Subsidiaries of (i) not less than one hundred percent (100%) of the capital stock or other evidence of equity ownership (but excluding director qualifying shares) of an Auto Dealer, or (ii) all or substantially all of the assets of an Auto Dealer.

“ Acquisition Event of Default ” means the occurrence of one of the events specified in Section 11.1 .

“ Acquisition Loan ” has the meaning specified in Section 3.1 .

“ Acquisition Loan Advance Limit ” means, as of any Borrowing Date of an Acquisition Loan, an amount equal to the Total Acquisition Loan Commitment (not to exceed one-third of the Floor Plan Loan Commitment), less any applicable Reserve Commitment.

“ Acquisition Loan Commitment ” means for each Acquisition Loan Lender, its obligation to make Acquisition Loans to the Company up to the amount set forth opposite such Lender’s name on Schedule 1.1(a) under the caption “Acquisition Loan Commitments” (as the same may be permanently terminated or reduced or increased from time to time pursuant to the applicable provisions of Section 2.3(d)(iii) , Section 3.4 , Section 5.5 , Section 5.18 or Section 11.2 or as such amount may be increased or decreased from time to time by an Assignment and Acceptance pursuant to Section 5.17 or Section 13.3(b) ).

“ Acquisition Loan Lender ” means any Lender specified in Schedule 1.1(a) as having an Acquisition Loan Commitment.

“ Acquisition Notes ” means each of the Notes substantially in the form of Exhibit 1.1F , duly issued by the Company to each Lender in the aggregate principal face amount of such Lender’s Acquisition Loan Commitment.

“ Addendum ” means the form of Addendum and Joinder Agreement substantially in the form of Exhibit 1.1A .

“ Adjusted Senior Indebtedness ” means, for any date of determination, for the Company and its Subsidiaries on a consolidated basis, Adjusted Total Indebtedness minus Subordinated Indebtedness.

“ Adjusted Total Indebtedness ” means, as of any date of determination, for the Company and its Subsidiaries, on a consolidated basis, the difference between (a) Indebtedness and (b) the sum of (i) Floor Plan Loans outstanding, (ii) Permitted New Vehicle Floor Plan Indebtedness, (iii) Excluded Capital Leases, and (iv) Retail Loan Guarantees not in excess of ten percent (10%) of Stockholders’ Equity.

“ Administrative Questionnaire ” means an Administrative Questionnaire in the form of Exhibit 1.1B hereto, which each Lender shall complete and provide to the Agent on or prior to the Closing Date or which is delivered by any new Lenders after the Closing Date pursuant to Section 13.3(b) .

“ Affiliate ” of any Person means any other Person who directly or indirectly beneficially owns or controls five percent (5%) or more of the total voting power of shares of capital stock of such Person having the right to vote for directors under ordinary circumstances, any Person controlling, controlled by or under common control with any such Person (within the meaning of Rule 405 under the Securities Act of 1933), and any director or executive officer of such Person.

“ Agency Fee(s) ” has the meaning specified in Section 5.4(b) .

“ Agent ” has the meaning specified in the introduction to this Agreement.

“ Agent’s Letter ” has the meaning specified in Section 5.4(b) .

“ Agreement ” means this Sixth Amended and Restated Revolving Credit Agreement.

“ Alternate Base Rate ” means, for any day, a fluctuating rate per annum (rounded upwards to the next highest one-eighth (?) of one percent (1%) if not already an integral multiple of one-eighth (?) of one percent (1%)) equal to the greater of (a) the Prime Rate in effect on such day, and (b) the Federal Funds Effective Rate in effect on such day plus one half ( 1/2 ) of one percent (1%). “ Prime Rate ” means, for any day, the rate most recently announced by JPMorgan Chase Bank, N.A., as its prime lending rate for commercial loans in the U.S., as in effect from time to time, automatically fluctuating upward and downward with and, at the time specified in each such announcement, without notice to any Borrower or any other Person, which prime rate may not necessarily represent the lowest or best rate actually charged to a customer. “ Federal Funds Effective Rate ” means, for any day, an interest rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Agent from three federal funds brokers of recognized standing selected by it. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective on the effective date of such change in the Prime Rate, or the Federal Funds Effective Rate, respectively.

“ Alternate Base Rate Loan ” means any Acquisition Loan with respect to which the Company shall have selected an interest rate based on the Alternate Base Rate in accordance with the provisions of this Agreement.

“ Applicable Lending Office ” means, with respect to a Lender, such Lender’s Domestic Lending Office in the case of a Comerica Prime Rate Loan and an Alternate Base Rate Loan and such Lender’s Eurodollar Lending Office in the case of a Eurodollar Loan.

“ Applicable Margin ” means, on any date, with respect to Eurodollar Loans or Alternate Base Rate Loans, the applicable percentages set forth below based upon the Total Leverage Ratio determined as of such date.

Each change in the Applicable Margin shall apply to all Eurodollar Loans that are outstanding at any time during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change, even if such effective date occurs in the middle of an Interest Period.

“ Assignment and Acceptance ” has the meaning specified in Section 13.3(b) .

“ Auto Dealer ” means a Person engaged in the sale of New and/or Used Motor Vehicles pursuant to, in the case of New Motor Vehicles, a franchise or licensing agreement with a Manufacturer and related operations.

“ Board ” means the Board of Governors of the Federal Reserve System of the United States.

“ Book Value ” means the net book value of an asset determined in accordance with GAAP.

“ Borrower ” or “ Borrowers ” has the meaning specified in the introduction to this Agreement.

“ Borrowing ” means a Loan or a group of Loans of a single Type made by the Lenders on a single date and as to which a single Interest Period is in effect.

“ Borrowing Date ” means, with respect to each Borrowing, the Business Day upon which the proceeds of such Borrowing are made available to any Borrower.

“ Business Day ” means a day when the Agent and banking institutions generally are open for business in New York, New York, Detroit, Michigan, and Houston, Texas, and if the applicable Business Day relates to any Eurodollar Loan, a day on which dealings are carried on in the London interbank market and commercial banks are open for domestic or international business in London, England.

“ Capital Lease ” means any lease required to be accounted for as a capital lease under GAAP.

“ Cash Collateral Account ” has the meaning specified in Section 6.8(a) .

“ Change of Control ” will be deemed to have occurred if either (a) the shares of the Company cease to be publicly traded or (b) at any time after the Closing Date, individuals who were either directors of the Company on the Closing Date or directors approved (by recommendation, nomination, election or otherwise) by a majority of the directors cease to constitute a majority of the members of the board of directors of the Company.

“ Closing Date ” means the date hereof.

“ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

“ Collateral ” means the collateral described in each of the Security Documents.

“ Comerica Alternate Base Rate ” means, for any day, an interest rate per annum equal to the Federal Funds Effective Rate in effect on such day plus one percent (1%).

“ Comerica Prime-based Rate ” means, for any day, that rate of interest which is equal to (a) the greater of (i) the Comerica Prime Rate and (ii) the Comerica Alternate Base Rate minus (b) 0.50%.

“ Comerica Prime Rate ” means the per annum rate of interest announced by the Floor Plan Agent, at its main office from time to time as its “prime rate” (it being acknowledged that such announced rate may not necessarily be the lowest rate charged by the Floor Plan Agent to any of its customers), which rate shall change simultaneously with any change in such announced rate.

“ Comerica Prime Rate Loan ” or “ Comerica Prime Rate Borrowing ” means any Floor Plan or Swing Line Loan with respect to which the Company shall have selected an interest rate based on the Comerica Prime-based Rate in accordance with the provisions of this Agreement.

“ Commitment ” means at any time (a) for each Lender, the sum of (i) such Lender’s Acquisition Loan Commitment and (ii) such Lender’s Floor Plan Loan Commitment, each as in effect at such time; and (b) for the Swing Line Bank, its obligation to make Swing Line Loans to the Floor Plan Borrowers up to the amount of the Swing Line Commitment, as shown on Schedule 1.1(a) and as the same may be increased or decreased pursuant to the provisions of Section 2.3(d)(iii) , Section 3.4 , Section 5.5 or Section 5.18 .

“ Commitment Fees ” means, collectively, the Floor Plan Loan Commitment Fees and the Acquisition Loan Commitment Fees as such terms are defined in Section 5.4(a) .

“ Commitment Increase Agreement ” has the meaning specified in Section 5.18(c) .

“ Commitment Increase Notice ” has the meaning specified in Section 5.18(a) .

“ Communications ” has the meaning specified in Section 13.1 .

“ Company ” has the meaning specified in the introduction to this Agreement.

“ Confidential Information Memorandum ” means the Confidential Information Memorandum dated October 2005 furnished by J.P. Morgan Securities Inc. as Arranger relating to the credit facilities evidenced by this Agreement.

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

“ Consolidated Net Income ” means the Net Income (or net losses) of the Company and its Subsidiaries on a consolidated basis.

“ Consolidated Pro Forma EBITDA ” means the Pro Forma EBITDA of the Company and its Subsidiaries, determined on a consolidated basis.

“ Current Ratio ” means, as of any date of determination, for the Company and its Subsidiaries on a consolidated basis, the ratio of (a) current assets as of such date plus the amounts of the Acquisition Loan Advance Limit then available to be drawn to (b) the sum of current liabilities (but excluding any current maturities of Acquisition Loans) plus (to the extent not otherwise included in current liabilities) the then outstanding balance of all Floor Plan Indebtedness as of such date.

“ Curtailment Date ” means (a) with respect to a New Motor Vehicle, one year after the date it is Deemed Floored, (b) with respect to a Fleet Motor Vehicle, thirty (30) days from the date it is Deemed Floored, (c) with respect to a Demonstrator, two hundred ten (210) days from the date it is Deemed Floored, (d) with respect to a Used Motor Vehicle, one hundred twenty (120) days from the date it is Deemed Floored, (e) with respect to a Program Car, one hundred eighty (180) days from the date it is Deemed Floored, and (f) with respect to a Rental Motor Vehicle the first to occur of (y) two (2) years from the date it is Deemed Floored or (z) the introduction by the Manufacturer of the third model year for such Motor Vehicle.

“ Dealer/Manufacturer Agreement ” has the meaning specified in Section 7.20 .

“ Dealership ” means any physical site or group of related physical sites at which any Subsidiary of the Company operates Motor Vehicle dealerships. Such sites may include showrooms, storage lots and repair and/or service facilities.

“ Deemed Floored ” means with respect to a Motor Vehicle, the earlier of (a) the date a Floor Plan Loan Borrowing is deemed by the Floor Plan Agent, in its sole discretion, to be advanced by the Floor Plan Agent; or (b) thirty (30) days after an advance is made on a Floor Plan Loan with respect to such Motor Vehicle.

“ Default ” means any event or condition which, with the lapse of time or giving of notice or both, would constitute an Event of Default.

“ Demonstrator ” means a New Motor Vehicle with mileage resulting from customer test drives or use of such Motor Vehicle by dealership personnel and that has not been previously titled.

“ Disposition ” means the sale, lease, conveyance or other disposition of property.

“ Dollars ” and the symbol “ $ ” mean the lawful currency of the United States of America.

“ Domestic Lending Office ” means, with respect to any Lender, the office of such Lender specified as its “Domestic Lending Office” in its Administrative Questionnaire or such other office as such Lender may hereafter designate from time to time as its “Domestic Lending Office” by written notice to the Company and the Agent.

“ Draft ” means a draft on a Floor Plan Borrower’s account with the Floor Plan Agent made by a Manufacturer in accordance with the terms of a Drafting Agreement.

“ Drafting Agreement ” means an agreement (whether or not issued in the form of a letter of credit) by and among the Floor Plan Agent and a Manufacturer, entered into for the account of a Floor Plan Borrower (and in some cases acknowledged or countersigned by a Floor Plan Borrower) under which a Manufacturer is entitled to submit Drafts to the Floor Plan Agent (via ACH electronic transfer or otherwise) for payment of invoices identifying one or more Motor Vehicles delivered or shipped to such Floor Plan Borrower, on terms and conditions consistent with the usual customs and practices in effect from time to time for the automobile industry.

“ Earnings Available for Fixed Charges ” means, for any period of determination, an amount equal to (a) Consolidated EBITDA plus (b) lease expenses of the Company and its Subsidiaries on a consolidated basis minus (c) the cash income taxes of the Company and its Subsidiaries, determined on a consolidated basis as reported in the annual audited and the quarterly unaudited financial statements of the Company.

“ EBITDA ” 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, (c) depreciation and amortization expense and (d) other non cash income or charges.

“ Eligible Assignee ” means (a) any Lender or any Affiliate of such Lender other than an Affiliate of a Lender engaged in the business of automotive dealerships; (b) a commercial bank organized under the laws of the United States, or any state thereof, and having total assets in excess of one billion Dollars ($1,000,000,000) and having deposits that are rated in either of the two highest generic letter rating categories (without regard to subcategories) from either Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc. (“S&P”) or Moody’s Investor’s Service, Inc. (“Moody’s”) or a comparable nationally recognized national or international rating agency if S&P and Moody’s are not then rating such banks; (c) a commercial bank organized under the laws of any other country which is a member of the OECD, or a political subdivision of any such country, having total assets in excess of one billion Dollars ($1,000,000,000) or its equivalent in any other currency, provided that such bank is acting through a branch located in the country in which it is organized or another country which is also a member of the OECD; (d) the central bank of any country which is a member of the OECD; (e) the finance subsidiary of a Manufacturer; or (f) any other Person approved by the Agent and the Company (if such consent is required pursuant to Section 13.3 ), which approval shall not be unreasonably withheld.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, together with the regulations thereunder, in each case as in effect from time to time. References to sections of ERISA shall be construed to also refer to any successor sections.

“ ERISA Affiliate ” means any corporation, trade or business that is, along with the Company, a member of a controlled group of corporations or a controlled group of trades or businesses, as described in Sections 414(b) and 414(c), respectively, of the Code or Section 4001(a)(14) of ERISA.

“ Escrow and Security Agreement ” means the Escrow and Security Agreements executed in connection with any of the Prior Agreements by the Company and certain other Borrowers in favor of the Agent for the benefit of the Lenders with respect to all of the capital stock and other equity interests of the Company’s direct and indirect Subsidiaries with respect to which the Company or such other Borrower is not prohibited by a Manufacturer from being a party thereto.

“ Eurodollar Borrowing ” means a Borrowing comprised of one or more Eurodollar Loans.

“ Eurodollar Lending Office ” means, with respect to each Lender, the office of such Lender which such Lender has designated as its “Eurodollar Lending Office” in its Administrative Questionnaire or such other office of such Lender as such Lender may hereafter designate from time to time as its “Eurodollar Lending Office” by written notice to the Company and the Agent.

“ Eurodollar Loan ” means any Loan with respect to which the Company shall have selected an interest rate based on the LIBO Rate in accordance with the provisions of this Agreement.

“ Event of Default ” means either a Floor Plan Event of Default or an Acquisition Event of Default.

“ Excess/Payments in Process ” means, as of any date of determination, the funds transferred from any Floor Plan Borrower to the Floor Plan Agent in payment of Floor Plan Loans which have at such time not yet been applied on a VIN-specific basis.

“ Excluded Capital Lease ” means any lease originally recorded as an operating lease and subsequently reclassified as a Capital Lease.

“ Federal Funds Effective Rate ” has the meaning specified in the definition of “Alternate Base Rate.”

“ Fixed Charge Coverage Ratio ” means the ratio of (a) Earnings Available for Fixed Charges to (b) Fixed Charges.

“ Fixed Charges ” means, for any period of determination, the sum of (a) Interest Expense, (b) lease expense, (c) scheduled principal payments, (d) cash dividends and (e) Maintenance Capital Expenditures, in each case, for the Company and its Subsidiaries, determined on a consolidated basis.

“ Fleet Motor Vehicle ” means one of a large group of New Motor Vehicles sold to a Person (e.g., a rental car agency) which purchases in excess of ten (10) vehicles per month for commercial use.

“ Floor Plan Adjustment Date ” means each of (a) the last Business Day of each calendar month, and (b) the first Business Day after two (2) Business Days prior written notice from the Swing Line Bank to the Agent requesting therein a Floor Plan Adjustment Date.

“ Floor Plan Advance Limit ” means (a) with respect to New Motor Vehicles, Rental Motor Vehicles and Demonstrators, the wholesale purchase price invoiced by a Manufacturer to the Floor Plan Borrower, and (b) with respect to Used Motor Vehicles and Program Cars, the cost of such vehicles to the applicable Floor Plan Borrower; provided that, (i) with respect to Used Motor Vehicles and Program Cars, the aggregate amount of Floor Plan Loans outstanding at any time may not exceed an amount equal to seventy percent (70%) of the aggregate Book Value of all Used Motor Vehicles and Program Cars owned by the Floor Plan Borrowers.

“ Floor Plan Agent ” has the meaning specified in the introduction to this Agreement.

‘ Floor Plan Agent’s Letter ” has the meaning specified in Section 5.4(c) .

“ Floor Plan Borrower ” means the Company and any Subsidiary of the Company that is an Auto Dealer party to this Agreement, and has granted a first priority Lien to the Agent for the benefit of the Lenders on certain of its property that is Collateral in accordance with the Security Documents, subject only to Permitted Liens.

“ Floor Plan Event of Default ” means the occurrence of one of the events specified in Section 11.3 .

“ Floor Plan Indebtedness ” means all secured Indebtedness of the Borrowers incurred to finance Motor Vehicles.

“ Floor Plan Interest Expense ” means that component of the Company’s aggregate Interest Expense, determined on a consolidated basis, attributable to Floor Plan Indebtedness.

“ Floor Plan Lenders ” means all Lenders having a Floor Plan Loan Commitment.

“ Floor Plan Loan ” has the meaning specified in Section 2.1 .

“ Floor Plan Loan Commitment ” means for each Floor Plan Lender, its obligation to make Floor Plan Loans to the Floor Plan Borrowers up to the amount set forth opposite such Lender’s name on Schedule 1.1(a) under the caption “Floor Plan Loan Commitments” (as the same may be permanently terminated, reduced or increased from time to time pursuant to the applicable provisions of Section 2.3(d)(iii) , Section 3.4 , Section 5.5 , Section 5.18 or Section 11.4 and as such amount may be increased or decreased from time to time by an Assignment and Acceptance pursuant to Section 5.17 or Section 13.3(b) ).

“ Floor Plan Note ” means each of the Notes substantially in the form of Exhibit 1.1C , duly issued by the Floor Plan Borrowers to each Lender in the aggregate principal face amount of such Lender’s Floor Plan Loan Commitment.

“ Ford Borrower ” means the Borrowers set forth on Schedule 1.1(b) and any other Subsidiary of the Company engaged in the sale of New Motor Vehicles manufactured by any division of the Ford Motor Company pursuant to a Dealer/Manufacturer Agreement with the Ford Motor Company.

“ Ford Borrower Liability Amount ” means, at any time, an amount equal to the lesser of (a) all Obligations owed to the Lenders by the Company and/or any of the Ford Borrowers or (b) the sum of (i) an amount equal to all Floor Plan Loans outstanding to any Ford Borrower, and (ii) an amount equal to the greater of (y) $25,000,000 or (z) all cash consideration ever paid by the Company or any of its Subsidiaries in connection with the acquisition of the stock or other equity interest in, or assets of, any Auto Dealer engaged in the sale of New Motor Vehicles manufactured by Ford Motor Company, and (iii) an amount equal to all reasonable costs and expenses associated with the collection and enforcement of the obligations of any Ford Borrower arising under the Loan Documents including attorneys’ fees, and (iv) an amount equal to all capital contributions and expenditures for capital or fixed assets, made by the Company or any of its Subsidiaries on behalf of any Ford Borrower.

“ Fronting Fees ” has the meaning specified in Section 6.7(b) .

“ GAAP ” means generally accepted accounting principles as in effect, as of the applicable date of determination thereof, from time to time as set forth in the opinions, statements and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and the Financial Accounting Standards Board applied on a consistent basis.

“ GM Borrowers ” means the Borrowers set forth on Schedule 1.1(c) and any other Subsidiary of the Company engaged in the sale of New Motor Vehicles manufactured by any division of General Motors Corporation pursuant to a Dealer/Manufacturer Agreement with General Motors Corporation.

“ GM Borrower Guaranty ” means the Guaranty Agreement executed in connection with the Fourth Amended and Restated Agreement, by the GM Borrowers in favor of the Agent for the benefit of the Lenders.

“ GM Borrower Liability Amount ” means, at any time, the sum of (a) an amount equal to the Floor Plan Borrowings of all GM Borrowers and (b) an amount equal to all reasonable costs and expenses associated with the collection and enforcement of the obligations of any GM Borrower arising under the Loan Documents including attorneys’ fees and expenses in connection with Floor Plan Loans of any GM Borrower.

“ Governmental Authority ” means any nation or government, any state or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, government.

“ Guarantee ” by any Person means all obligations (other than endorsements in the ordinary course of business of negotiable instruments for deposit or collection) of such Person guaranteeing, or in effect guaranteeing, any Indebtedness, dividend or other obligation of any other Person (the “ Primary Obligor ”) in any manner, whether directly or indirectly, including all obligations incurred through an agreement, contingent or otherwise, by such Person:

(a) to purchase such Indebtedness or obligation or any property or assets constituting security therefor,

(b) (i) to advance or supply funds for the purchase or payment of such Indebtedness or obligation or (ii) to maintain working capital or other balance sheet condition or otherwise to maintain funds for the purchase or payment of such Indebtedness or obligation,

(c) to lease property under a Capital Lease or any other lease, the lessee under which is a Person other than the Company or a Wholly Owned Subsidiary or to purchase securities or other property or services primarily for the purpose of assuring the owner of such Indebtedness or obligation of the ability of the Primary Obligor to make payment of such Indebtedness or perform such obligation, or

(d) otherwise to assure the owner of such Indebtedness or such obligation of the Primary Obligor against loss in respect thereof.

“ Hedging Agreement ” means any interest rate or currency swap, rate cap, rate floor, rate collar, forward agreement, or other exchange or rate protection agreement with the Agent, any Lender, or any Affiliate of the Agent or any Lender or any option with respect to any such transaction that is entered into in the ordinary course of business for risk management purposes and not for speculative purposes.

“ Highest Lawful Rate ” means, as to any Lender, the maximum non-usurious rate of interest, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the aggregate principal amount of all Loans under the laws of the United States of America and/or the laws of the State of Texas as may be applicable thereto and as applied in accordance with Section 13.6 and that are presently in effect or, to the extent allowed under such applicable law, which may hereafter be in effect and which allow a higher maximum non-usurious interest rate than applicable law now allows.

“ Honor Date ” has the meaning specified in Section 6.3(b) .

“ Indebtedness ” of any Person means, without duplication:

(a) any obligation of such Person for borrowed money, including any obligation of such Person evidenced by bonds, debentures, notes, letter of credit reimbursement agreements or other similar debt instruments,

(b) all obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person, regardless of whether any personal liability exists in respect thereof,

(c) any obligation of such Person for the deferred purchase price of any property or services, regardless of whether any personal liability exists in respect thereof, except accounts payable from time to time incurred in the ordinary course of such Person’s business and which are not in excess of ninety (90) days past invoice or billing date,

(d) obligations in respect of Capital Leases of such Person,

(e) all Guarantees by such Person; provided, however, that a Guarantee will not be considered Indebtedness if the underlying obligation secured by such Guarantee would not constitute Indebtedness under this Agreement,

(f) any Indebtedness of another Person secured by a Lien on any asset of such first Person, whether or not such Indebtedness is assumed by such first Person, and

(g) any Indebtedness consisting of preferred stock of a Person having a mandatory redemption date prior to the Maturity Date.

“ Indemnitee ” has the meaning specified in Section 13.4(b) .

“ Insolvency Proceeding ” means (a) any case, action or proceeding relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors, or (b) any general assignment for the benefit of creditors, composition, marshaling of assets for creditors, or other similar arrangements in respect of its creditors generally or any substantial portion of a Person’s creditors, undertaken under federal law.

“ Intercreditor Agreements ” mean those certain intercreditor agreements, reasonably satisfactory to the Agent, the Floor Plan Agent and the Required Lenders, executed in connection herewith between the Agent and certain parties providing Permitted New Vehicle Floor Plan Indebtedness.

“ 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) plus all original issue discount and other interest expense associated with Indebtedness amortized or required to be amortized in accordance with GAAP.

“ Interest Payment Date ” means, (a) with respect to Floor Plan Loans (other than Swing Line Loans and Swing Line Overdraft Loans), the last day of each month and the last day of the Interest Period applicable to each such Loan (and, in addition, in the case of any Interest Period more than thirty (30) days’ duration, the day that would have been the Interest Payment Date of such Interest Period if such Interest Period had been of one month or thirty (30) days’ duration), (b) with respect to Acquisition Loans which are Eurodollar Loans, the last day of the Interest Period applicable to each such Loan (and in addition, in the case of any Interest Period of six months, the day that would have been the Interest Payment Date of such Interest Period if such Interest Period had been three months), and (c) with respect to Alternate Base Rate Loans, on the first Business Day of each January, April, July and October of each year, commencing January 1, 2006 and with respect to Swing Line Loans, Swing Line Overdraft Loans and Comerica Prime Rate Loans, on the fifth (5 ^th ) Business Day of each month.

“ Interest Period ” means: with respect to:

(a) Floor Plan Loans (other than Swing Line Loans) that are Eurodollar Loans, the period commencing on the date of such Eurodollar Loan and ending on the numerically corresponding day (or, if there is no numerically corresponding day, on the last day) of the following month; provided, that (i) if any Interest Period would end on a day that shall not be a Business Day, such Interest Period shall be extended to the next succeeding Business Day, (ii) no Interest Period shall end later than the Maturity Date, and (iii) interest shall accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period; and

(b) Acquisition Loans that are Eurodollar Loans, the period commencing on the date of such Eurodollar Loan and ending on the numerically corresponding day (or, if there is no numerically corresponding day, on the last day) of the calendar month that is one, two, three or six months thereafter, as the Company may elect; provided, that (i) if any Interest Period would end on a day that shall not be a Business Day, such Interest Period shall be extended to the next succeeding Business Day, (ii) no Interest Period shall end later than the Maturity Date, and (iii) interest shall accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period.

“ Inventory Detail Report ” means a report delivered pursuant to Section 9.5(f) by the Company and the other Floor Plan Borrowers (on an individual and consolidated basis) which breaks out in detail the New Motor Vehicles, Rental Motor Vehicles, Used Motor Vehicles, Demonstrators, and Program Vehicles held by such Floor Plan Borrower as reflected in its Manufacturer/Dealer Statements.

“ Investment ” means, as to any Person, any investment so classified under GAAP.

“ Issue ” means, with respect to any Letter of Credit, to issue or to extend the expiration date of, or to renew or increase the amount of, such Letter of Credit; and the terms “ Issued ,” “ Issuing ” and “ Issuance ” have corresponding meanings.

“ Issuing Bank ” means JPMorgan Chase Bank, N.A., in its capacity as issuer of one or more Letters of Credit hereunder, together with any successor letter of credit issuer and any replacement letter of credit issuer.

“ Lenders ” has the meaning specified in the introduction to this Agreement, and Lender(s) shall include the Floor Plan Lenders, the Acquisition Loan Lenders and the Swing Line Bank unless the context otherwise requires.

“ Letter of Credit ” means any letter of credit issued by the Issuing Bank pursuant to Article VI.

“ Letter of Credit Advance ” means each Lender’s participation in any Letter of Credit Borrowing in accordance with its Pro Rata Share of Acquisition Loan Commitments.

“ Letter of Credit Application ” and “ Letter of Credit Amendment Application ” means an application form for Issuance of, and for amendment of, Letters of Credit in the then standard form promulgated by the Issuing Bank.

“ Letter of Credit Commitment ” means the obligation of the Issuing Bank to Issue, and the obligation of the Lenders severally to participate in, Letters of Credit from time to time Issued or outstanding under ARTICLE VI in an aggregate amount not to exceed on any date Fifty Million and No/100 Dollars ($50,000,000.00); provided, that the Letter of Credit Commitment of each Lender is a part of its Acquisition Loan Commitment, rather than a separate, independent commitment.

“ Letter of Credit Fees ” has the meaning specified in Section 6.7(a) .

“ Letter of Credit Obligations ” means at any time the sum of (a) the aggregate undrawn amount of all Letters of Credit then outstanding, plus (b) the amount of all unreimbursed drawings under all Letters of Credit, including all outstanding Loans outstanding under Section 6.3(b) or Section 6.3(c) .

“ Letter of Credit Related Documents ” means the Letters of Credit, the Letter of Credit Applications, the Letter of Credit Amendment Applications and any other document relating to any Letter of Credit, including any of the Issuing Bank’s standard documents for issuance of Letters of Credit.

“ Letter of Credit Termination Date ” has the meaning provided in Section 6.1(a) .

“ LIBO Rate ” means with respect to a Borrowing the rate (rounded to the nearest one-sixteenth (1/16) of one percent (1%) or, if there is no nearest one-sixteenth (1/16) of one percent (1%), the next higher one-sixteenth (1/16) of one percent (1%)) at which dollar deposits approximately equal in principal amount to such Borrowing and for a maturity equal to the applicable Interest Period are offered in immediately available funds to the principal office of the Agent in London, England (or if the Agent does not at the time any such determination is made, maintain an office in London, England, the principal office of any Affiliate of the Agent in London, England) by leading banks in the London interbank market for Eurodollars at approximately 11:00 a.m., London, England time, two Business Days prior to the commencement of such Interest Period.

“ Lien ” means any mortgage, pledge, hypothecation, judgment lien or similar legal process, conditional sale, title retention or other security interest, or any lease in the nature thereof.

“ Loan ” means an Alternate Base Rate Loan, a Eurodollar Loan, an Acquisition Loan, a Floor Plan Loan, a Swing Line Loan or a Swing Line Overdraft Loan; and “ Loans ” means all such Loans made pursuant to this Agreement.

“ Loan Documents ” means this Agreement, the Notes, the Security Documents, the Agent’s Letter, the Floor Plan Agent’s Letter, the GM Borrower Guaranty, the Intercreditor Agreements and all other documents and instruments executed by the Borrowers or any other Person in connection with this Agreement and the Loans.

“ Maintenance Capital Expenditures ” means an amount equal to $200,000 per year per Dealership.

“ Manufacturer ” means the manufacturer or a manufacturer appointed wholesale distributor of a Motor Vehicle.

“ Manufacturer/Dealer Statement ” means a financial statement prepared by a Floor Plan Borrower for a Manufacturer and delivered to the Manufacturer on a periodic basis as required by the Manufacturer.

“ Manufacturer’s Certificate ” means any Manufacturer’s statement of origin, certificate of origin or any other document evidencing the ownership or transfer of ownership of a New Motor Vehicle from a Manufacturer to a Borrower.

“ Margin Stock ” has the meaning specified in Regulation U.

“ Material Adverse Effect ” means, relative to any occurrence of whatever nature (including any adverse determination in any litigation, arbitration or governmental investigation or proceeding), (i) a material adverse effect on the financial condition, business, operations, assets or prospects of the Borrowers, on a consolidated basis, (ii) a material impairment of the ability of the Borrowers on a consolidated basis to perform their Obligations under the Loan Documents or (iii) a material impairment of the validity or enforceability of the Loan Documents.

“ Maturity Date ” means December 16, 2010, or the earlier termination of the Commitments under Section 5.5 , Section 11.2 and Section 11.4 unless extended pursuant to Section 5.16 .

“ Maximum Permissible Rate ” has the meaning specified in Section 13.8 .

“ Motor Vehicle ” means any motorized vehicle approved for highway use by any State of the United States.

“ Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA.

“ Net Income ” means for any Person, for any period of determination, the net income (or net losses) of such Person and its Subsidiaries on a consolidated basis as determined in accordance with GAAP after deducting, to the extent included in computing said net income and without duplication, (i) the income (or deficit) of any Person (other than a Wholly Owned Subsidiary of such Person), in which such Person or any of its Subsidiaries has any ownership interest, except to the extent that any such income has been actually received by such Person or such Subsidiary in the form of cash dividends or similar cash distribution, (ii) any income (or deficit) of any other Person accrued prior to the date it becomes a Subsidiary of such Person or merges into or consolidates with such entity, (iii) the gain or loss (net of any tax effect) resulting from the sale of any capital assets, (iv) any gains or losses or other income which are non-recurring or extraordinary, and (v) any portion of the net income of any Subsidiaries which is not available for distribution.

“ New Lender ” has the meaning specified in Section 5.18(b) .

“ New Lender Agreement ” has the meaning specified in Section 5.18(b) .

“ New Motor Vehicle ” means any Motor Vehicle not previously titled and which Motor Vehicle is from the Manufacturer with which the Person owning said Motor Vehicle has an executed Dealer/Manufacturer Agreement, excluding Demonstrators, Rental Motor Vehicles and Program Cars.

“ Note ” and “ Notes ” mean each of the Acquisition Notes, the Floor Plan Notes and the Swing Line Note.

“ Obligations ” means all advances, debts, liabilities, obligations, covenants and duties, arising under any Loan Document or any Hedging Agreement owing by any Borrower or any Subsidiary of any Borrower to any Lender, the Agent, the Floor Plan Agent, the Swing Line Bank or the Issuing Bank, whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising.

“ OECD ” means the Organization for Economic Cooperation and Development.

“ Other Activities ” has the meaning specified in Section 12.3 .

“ Other Financings ” has the meaning specified in Section 12.3 .

“ Other Taxes ” has the meaning specified in Section 5.14(b) .

“ Out of Balance ” means that (i) with respect to a Motor Vehicle, the outstanding balance of the Floor Plan Loan pursuant to which such Motor Vehicle was purchased exceeds the Floor Plan Advance Limit and (ii) with respect to a Floor Plan Loan, the outstanding balance thereof has not been paid in accordance with the terms of this Agreement; provided , however, that so long as the outstanding balance of (y) Motor Vehicles for which cash has been received upon the sale thereof shall have been received within five (5) days of the sale thereof and (z) Sale Dated Motor Vehicles shall have been received within ten (10) days of the sale thereof, such Loans shall not be considered Out of Balance.

“ Overage Amount ” has the meaning specified in Section 9.12(b) .

“ PBGC ” means the Pension Benefit Guaranty Corporation and any entity succeeding to any or all of its functions under ERISA.

“ Permitted Acquisition ” has the meaning specified in Section 9.16(a) .

“ Permitted Liens ” means those Liens described in Section 10.2 .

“ Permitted New Vehicle Floor Plan Indebtedness ” has the meaning specified in Section 10.1(q) .

“ Permitted Real Estate Debt ” means Indebtedness of a Borrower (i) existing on the date hereof or incurred in connection with a Permitted Acquisition or in connection with the construction or remodeling of improvements, provided such Indebtedness is secured solely by real estate and related fixtures and rental income owned by such Borrower that is used in the day-to-day operations of its business, and (ii) for which no Person other than such Borrower of such Indebtedness or the Company has any liability with respect to such Indebtedness.

“ Person ” means any natural person, corporation, trust, business trust, association, company, limited liability company, joint venture, partnership or Governmental Authority.

“ Plan ” means a “pension plan,” as such term is defined in Section 3(2)(A) of ERISA (other than a Multiemployer Plan), established or maintained by the Company or any of its Subsidiaries or any ERISA Affiliate or as to which the Company or any of its Subsidiaries or any ERISA Affiliate contributes or is a member or otherwise may have any liability.

“ Prime Rate ” has the meaning specified in the definition of the term “Alternate Base Rate.”

“ Pro Forma EBITDA ” means, for any Person, for any period of determination, EBITDA of such Person for the immediately preceding four fiscal quarters plus (or minus), without duplication, the EBITDA for such four quarter period of any Person acquired during such period as if such acquisition had occurred on the first day of such four quarter period, provided, if a calculation of Pro Forma EBITDA results in an increase in the Company’s Consolidated EBITDA by 10% or more from the most recent date of determination, no such increase above 10% shall be considered a part of any computation hereunder unless the applicable calculations of Pro Forma EBITDA are based on supporting calculations and such other information as the Agent may reasonably request to determine the accuracy of such calculation.

“ Pro Forma Floor Plan Interest Expense ” means, for any Person, as of any period of determination, Floor Plan Interest Expense of such Person for the immediately preceding four fiscal quarters plus, without duplication, the Floor Plan Interest Expense for such period of any Person acquired during such period, as if acquired on the first day of such period.

“ Pro Rata Share of Acquisition Loan Commitments ” means, at any time, with respect to any Acquisition Loan Lender, the percentage corresponding to a fraction, the numerator of which shall be the amount of the Acquisition Loan Commitment of such Lender and the denominator of which shall be the aggregate amount of the Acquisition Loan Commitments of all Lenders.

“ Pro Rata Share of Floor Plan Loan Commitments ” means, at any time, with respect to any Floor Plan Lender, the percentage corresponding to a fraction, the numerator of which shall be the amount of the Floor Plan Loan Commitment of such Lender and the denominator of which shall be the aggregate amount of the Floor Plan Loan Commitments of all Lenders.

“ Pro Rata Share of Total Commitments ” means, at any time, with respect to any Lender, the percentage corresponding to a fraction, the numerator of which is such Lender’s Commitment and the denominator of which shall be the aggregate amount of the Commitments of all Lenders.

“ Program Car ” means any Motor Vehicle in the current or immediately preceding model year in readily saleable condition, previously used by a car rental company as a part of its rental fleet or previously driven by an executive of a Manufacturer before being offered for sale to the Company or any other Floor Plan Borrower at a Manufacturer sponsored auction.

“ Qualified Sale/Leaseback Transaction ” means a sale by any of the Borrowers of real property and related fixtures and accessories used in the ordinary course of business, which property is, in a concurrent transaction, leased by such Borrower from the purchaser thereof under a lease agreement, the terms of which, as of the date of such transaction, based upon the immediately preceding four fiscal quarters of the Company, would not cause the Company to be in Default under any of the provisions of this Agreement.

“ Quotation Day ” means, with respect to any Eurodollar Borrowing and any Interest Period, the day on which it is market practice in the relevant interbank market for prime banks to give quotations for deposits in the currency of such Borrowing for delivery on the first day of such Interest Period. If such quotations would normally be given by prime banks on more than one day, the Quotation Day will be the last of such days.

“ Quoted Rate ” means the lesser of (i) rate of interest per annum offered by Swing Line Bank in its sole discretion with respect to a Swing Line Loan or a Swing Line Overdraft Loan, such rate to be derived from the LIBO Rate (or other cost of funds, as selected by Swing Line Bank) on the applicable date of determination, plus (x) 1.0% if such Loan is to finance New Motor Vehicles, Demonstrators or Rental Motor Vehicles or (y) 1.125% if such Loan is to finance Used Motor Vehicles or Program Cars and (ii) the Highest Lawful Rate.

“ Ratification Agreements ” means those documents executed of even date herewith that ratify the security documents and guaranties executed in connection with the Fourth Amended and Restated Agreement.

“ Re-Allocation Date ” has the meaning specified in Section 5.18(e) .

“ Refunded Swing Line Loans ” has the meaning specified in Section 4.5(a) .

“ Register ” has the meaning specified in Section 13.3(d) .

“ Regulation D ” means Regulation D of the Board, as the same is from time to time in effect, and all official rulings and interpretations thereunder or thereof.

“ Regulation T ” means Regulation T of the Board, as the same is from time to time in effect, and all official rulings and interpretations thereunder or thereof.

“ Regulation U ” means Regulation U of the Board, as the same is from time to time in effect, and all official rulings and interpretations thereunder or thereof.

“ Regulation X ” means Regulation X of the Board, as the same is from time to time in effect, and all official rulings and interpretations thereunder or thereof.

“ Rental Motor Vehicle ” means a Motor Vehicle less than two years old owned by a Floor Plan Borrower and purchased directly from a Manufacturer as a New Motor Vehicle and used as a service loaner vehicle or is periodically subject to a rental contract with customers of the Floor Plan Borrower for loaner or rental periods of up to thirty (30) consecutive days or is used by dealership personnel in connection with parts and service operations.

“ Reportable Event ” means a Reportable Event as referenced in Section 4043(b)(3) of ERISA, other than an event for which the 30-day notice requirement under ERISA has been waived in regulations issued by the PBGC.

“ Request for Borrowing ” means, in connection with a Floor Plan Loan or a Swing Line Loan, under the Floor Plan Commitment, a Request for Borrowing substantially in the form attached hereto as Exhibit 1.1D , and in the case of an Acquisition Loan or a Swing Line Loan under the Acquisition Commitment, a Request for Borrowing substantially in the form attached hereto as Exhibit 1.1E .

“ Required Lenders ” means, at any time, Lenders holding 50.1% of the Total Commitments or, after all of the Commitments have terminated, 50.1% of the Indebtedness outstanding under the Loan Documents, provided that any Swing Line Loans shall be allocated among the Lenders pro rata.

“ Requirement of Law ” means, as to any Person, any law (statutory or common), treaty, rule or regulation or determination of any arbitrator or of a Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“ Reserve Commitment ” has the meaning specified in Section 3.4 .

“ Restricted Payment ” means, as to any Person, any dividend or other distribution of assets, properties, cash, rights, obligations or securities made by such Person or any Subsidiary of such Person on account of shares of such Person’s capital stock, or any partnership interest or similar ownership interest in such Person, or any purchase, retirement, redemption or other acquisition made by such Person or any Subsidiary of such Person of any of such Person’s capital stock, partnership interest or similar ownership interest or warrants, rights or options evidencing a right to acquire such shares or interests.

“ Retail Loan Guarantees ” means any Guarantee by the Company or any of its Subsidiaries in favor of any Person of retail installment contracts or other retail payment obligations in respect of Motor Vehicles sold to a customer.

“ Sale Dated ” means, in connection with the sale of a Motor Vehicle, that closing of the sale of such Motor Vehicle is pending financing or other contingencies.

“ Security Agreement ” means the Security Agreements executed in connection with any of the Prior Agreements, executed by each of the Borrowers in favor of the Agent for the benefit of the Lenders covering the assets of the Borrowers described therein.

“ Security Documents ” means this Agreement, the Escrow and Security Agreement, the Security Agreements, the Ratification Agreements, the agreements or instruments described or referred to in Section 8.1(b) and any and all other agreements or instruments now or hereafter executed and delivered by any Borrower or any other Person in connection with, or as security for, the payments or performance of any of the Obligations.

“ Senior Leverage Ratio ” means as of any date of determination, for the Company, the ratio of (a) Adjusted Senior Indebtedness as of such date to (b) (y) Consolidated Pro Forma EBITDA as of such date, minus (z) Pro Forma Floor Plan Interest Expense of the Company and its Subsidiaries, determined on a consolidated basis and after having given effect to any proposed Acquisition, as of such date.

“ Stockholders’ Equity ” means, as of any date of determination, the consolidated stockholders’ equity of the Company and its Subsidiaries determined in accordance with GAAP, after eliminating all intercompany items and after deducting from stockholders’ equity such portion thereof as is properly attributable to minority interests in Subsidiaries as reflected in the financial statements most recently delivered.

“ Subordinated Indebtedness ” means (i) Indebtedness of any Borrower having maturities and terms, and which is subordinated to payment of the Notes, and approved (with respect to the maturity and subordination terms only, but approval of the Agent and Floor Plan Agent shall not be required for the incurrence of such Indebtedness generally) in writing by the Agent and the Floor Plan Agent and which, in the aggregate, is less than ten percent (10%) of Stockholders’ Equity and (ii) unsecured subordinated Indebtedness of the Company (which may be guaranteed by the Subsidiaries of the Company on an unsecured basis) provided that such Indebtedness (x) is subordinated to payment of the Notes as approved in writing by the Agent, (which approval of subordination terms (including any description of “senior” debt) shall be required for any such Indebtedness, including, without limitation, any Indebtedness issued pursuant to supplemental indentures entered into under the Subordinated Indenture dated August 13, 2003 among the Company, the subsidiary guarantors named therein and Wells Fargo Bank, N.A. as Trustee) (y) does not have a maturity before the Maturity Date, and (z) has terms that are no more restrictive than the terms of the Loan Documents (taken as a whole in each case) and further provided that, after giving effect to the issuance of such Indebtedness, no Default or Event of Default shall have occurred or be continuing or would occur as a result thereof.

“ Subsidiary ” means any Person of which or in which any other Person (the “ Parent ”) or any other Subsidiary of the Parent owns directly or indirectly fifty percent (50%) or more of:

(a) the combined voting power of all classes of stock having general voting power under ordinary circumstances to elect a majority of the board of directors of such Person, if it is a corporation;

(b) the capital interest or profits interest of such Person, if it is a partnership, joint venture or similar entity; or

(c) the beneficial interest of such Person, if it is a trust, association or other unincorporated organization.

“ Swing Line Bank ” means Comerica Bank and its successors and assignees as provided in this Agreement.

“ Swing Line Commitment ” means, for the Swing Line Bank, its obligation to make Swing Line Loans to the Floor Plan Borrowers up to $200,000,000 from the Closing Date through December 23, 2005 and $75,000,000 thereafter; provided that, subject to the provisions of ARTICLE IV , the Swing Line Commitment is a part of the Floor Plan Loan Commitment rather than a separate, independent commitment.

“ Swing Line Loan ” has the meaning specified in Section 4.1(a) .

“ Swing Line Minimum Amount ” means the amount of Swing Line Loans which in the mutual determination of the Borrowers and the Floor Plan Agent shall remain outstanding as of each Floor Plan Adjustment Date, which amount may change from time to time as the Borrowers and the Floor Plan Agent shall mutually agree; provided, however, the Swing Line Minimum Amount shall in any event not be in excess of Twenty Million Dollars ($20,000,000).

“ Swing Line Note ” means the Note substantially in the form of Exhibit 1.1G , duly executed by all of the Floor Plan Borrowers and payable to and delivered to the Swing Line Bank, in the principal face amount of the Swing Line Commitment.

“ Swing Line Overdraft Borrowing Request ” has the meaning specified in Section 2.3(d)(iii)(4) .

“ Swing Line Overdraft Loan ” has the meaning specified in Section 2.3(d)(iii)(4) .

“ Taxes ” has the meaning specified in Section 5.14(a) .

“ Total Acquisition Loan Commitment ” means, at any time, the aggregate amount of the Acquisition Loan Commitments of all Lenders, as in effect at such time in accordance with this Agreement, which, as of the Closing Date, equals $237,500,000.

“ Total Commitment ” means, at any time, the aggregate amount of the Commitments of all Lenders, as in effect at such time in accordance with this Agreement, which Commitments, as of the Closing Date, shall equal $950,000,000.

“ Total Floor Plan Loan Commitments ” means at any time, the aggregate amount of the Floor Plan Loan Commitments of all Lenders, as in effect at such time in accordance with this Agreement, which Commitments, as of the Closing Date, shall equal $712,500,000.

“ Total Leverage Ratio ” means, as of any date of determination, for the Company, the ratio on such date of (a) Adjusted Total Indebtedness to (b) the difference between (i) Consolidated Pro Forma EBITDA and (ii) Pro Forma Floor Plan Interest Expense of the Company and its Subsidiaries, determined on a consolidated basis and after having given effect to any proposed Acquisition, as of such date.

“ Transferee ” has the meaning specified in Section 5.14(a) .

“ Type ” means any type of Loan determined with respect to the interest option applicable thereto, i.e., a Eurodollar Loan, an Alternate Base Rate Loan or Comerica Prime Rate Loan.

“ UCC ” means the Uniform Commercial Code as adopted and in effect in the State of Texas from time to time.

“ Used Motor Vehicle ” means a Motor Vehicle that is in the current or preceding four (4) model years and that is not a New Motor Vehicle, a Demonstrator or a Rental Motor Vehicle and has been previously titled.

“ Wholly Owned Subsidiary ” means any Person of which the Company or its other Wholly Owned Subsidiaries own directly or indirectly one hundred percent (100%) of:

(a) the issued and outstanding shares of stock (except shares required as directors’ qualifying shares and shares constituting less than two percent (2%) of the issued and outstanding shares);

(b) the capital interest or profits interest of such Person, if it is a partnership, joint venture or similar entity; or

(c) the beneficial interest of such Person, if it is a trust, association or other unincorporated organization.

Section 1.2 Accounting Terms . Except as otherwise herein specifically provided, each accounting term used herein shall have the meaning given it under GAAP.

Section 1.3 Interpretation .

(a) In this Agreement, unless a clear contrary intention appears:

(i) the singular number includes the plural number and vice versa;

(ii) reference to any gender includes the other gender;

(iii) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision;

(iv) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually, provided that nothing in this clause (iv) is intended to authorize any assignment not otherwise permitted by this Agreement;

(v) reference to any agreement (including this Agreement), document or instrument means such agreement, document or instrument as amended, supplemented or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof, and reference to any Note includes any note issued pursuant hereto in extension or renewal thereof and in substitution or replacement therefor;

(vi) unless the context indicates otherwise, reference to any Article, Section, Schedule or Exhibit means such Article or Section hereof or such Schedule or Exhibit hereto;

(vii) the word “including” (and with correlative meaning “include”) means including, without limiting the generality of any description preceding such term;

(viii) with respect to the determination of any period of time, the word “from” means “from and including” and the word “to” means “to but excluding”; and

(ix) reference to any law means such law as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time.

(b) The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

(c) No provision of this Agreement shall be interpreted or construed against any Person solely because that Person or its legal representative drafted such provision.

ARTICLE II

THE FLOOR PLAN LOANS

Section 2.1 Floor Plan Loan Commitments .

Subject to the terms and conditions and relying upon the representations and warranties of the Borrowers herein set forth, each Floor Plan Lender severally and not jointly agrees to make revolving credit loans (each such loan, a “ Floor Plan Loan ”) to any Floor Plan Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date in an aggregate amount not to exceed at any time such Lender’s Pro Rata Share of Floor Plan Loan Commitments; provided, however, that, subject to Section 2.3(d)(iii) , after giving effect to all Floor Plan Loans and Swing Line Loans requested on any date, the aggregate principal amount of all outstanding Floor Plan Loans and Swing Line Loans shall not at any time exceed the aggregate Floor Plan Loan Commitments and, further provided that the aggregate principal amount of all outstanding Floor Plan Loans, Swing Line Loans, Acquisition Loans and Letter of Credit Obligations shall not at any time exceed the Total Commitment. Subject to the other terms and conditions hereof, any Floor Plan Borrower may borrow, prepay and reborrow Floor Plan Loans under this Section 2.1 .

Section 2.2 Floor Plan Loans.

(a) Each Floor Plan Loan Borrowing shall be in the minimum aggregate principal amount of One Million Dollars ($1,000,000) and in integral multiples of One Million Dollars ($1,000,000); provided that a Swing Line Loan, Swing Line Overdraft Loan, Comerica Prime Rate Loan or a Floor Plan Loan resulting from a Draft may be in any amount and shall consist of Floor Plan Loans of the same Type made ratably by the Floor Plan Lenders in accordance with their respective Pro Rata Share of Floor Plan Loan Commitments; provided, however, that the failure of any Floor Plan Lender to make any Floor Plan Loan shall not relieve any other Floor Plan Lender of its obligation to lend hereunder.

(b) Each Floor Plan Loan Borrowing shall be a Comerica Prime Rate Borrowing or a Eurodollar Borrowing (other than those resulting from a Draft, which shall be initially borrowed as Swing Line Loans bearing interest at the Quoted Rate) as any of the Floor Plan Borrowers may request pursuant to Section 2.3 . Each Floor Plan Lender may fulfill its obligation to make Floor Plan Loans with respect to any Eurodollar Loan by causing, at its option, any domestic or foreign branch or Affiliate of such Floor Plan Lender to make such Loan, provided that the exercise of such option shall not affect the obligation of the applicable Floor Plan Borrower to repay such Loan in accordance with the terms of the applicable Note.

(c) A Floor Plan Borrower shall not be entitled to request a Floor Plan Borrowing hereunder until it (i) has executed and delivered to the Floor Plan Lenders, as aforesaid, the Notes, and to the Swing Line Bank, a Swing Line Note, or has joined such Notes by execution and delivery of an Addendum (ii) has become a party to this Agreement by execution and delivery of this Agreement or an Addendum, and (iii) has become a party to the Security Documents, accompanied in each case by authority documents, legal opinions and other supporting documents as required by Agent, Floor Plan Agent and the Required Lenders hereunder and has otherwise complied with the provisions of Section 9.16(b) .

Section 2.3 Floor Plan Borrowing Procedure . Any Floor Plan Borrower may request a Floor Plan Loan, (i) in the case of Floor Plan Loans, subject to Section 2.8 through Section 2.11 , pursuant to a Draft, by delivery of such Draft in accordance with the express terms of a Drafting Agreement or (ii) by delivery to the Floor Plan Agent of a written Request for Borrowing. Floor Plan Loan Borrowings are subject to the following and to the remaining provisions hereof:

(a) each such Request for Borrowing shall set forth the following information:

(i) the proposed date of such Borrowing, which must be a Business Day;

(ii) the aggregate amount of such requested Borrowing;

(iii) whether such Floor Plan Borrowing is to be a Comerica Prime Rate Loan or a Eurodollar Loan, or in the case of a Swing Line Loan, a Loan at the Quoted Rate (provided, however, that all Drafts shall be deemed to be requested as Swing Line Loans at the Quoted Rate) and the Interest Period applicable thereto;

(iv) a description of the Motor Vehicle(s) purchased or to be purchased with the proceeds of such Borrowing, including for each Motor Vehicle, its vehicle identification number, make, model and purchase price, and whether such Motor Vehicle is a New Motor Vehicle, Used Motor Vehicle, Rental Motor Vehicle, Program Car or Demonstrator;

(v) if requested by the Floor Plan Agent, in the case of a Request for Borrowing requested directly by a Floor Plan Borrower to fund the purchase of Used Motor Vehicles, such Borrower shall deliver a current Manufacturer/Dealer Statement with appropriate inventory breakout as required by the Floor Plan Agent with the first such Request for Borrowing in any month; and

(vi) certify that the conditions precedent set forth in Section 8.3 have been satisfied as of such proposed Borrowing Date.

(b) each such Request for Borrowing shall be delivered to the Floor Plan Agent (i) in the case of a Draft by a Manufacturer, by 11:00 a.m., Houston, Texas time one (1) Business Day prior to a proposed Borrowing Date, (ii) in the case of a Eurodollar Borrowing, not later than 10:00 a.m., Houston, Texas time, three (3) Business Days prior to the Borrowing Date of a proposed Borrowing, and (iii) in the case of a Comerica Prime Rate Borrowing, not later than 11:00 a.m., Houston, Texas time on the proposed Borrowing Date.

(c) the aggregate principal amount of each such Borrowing shall not exceed the aggregate Floor Plan Advance Limit for the Motor Vehicles described in such Request for Borrowing.

(d) Notwithstanding the foregoing,

(i) if the Floor Plan Agent has, at the request of the Required Lenders or acting in its discretion according to the terms hereof, taken action to suspend or terminate Drafts pursuant to one or more Drafting Agreements and such Drafting Agreements have in fact been suspended or terminated in accordance with their respective terms, then the Floor Plan Agent shall not fund the amount of such Draft; and

(ii) if on any day the conditions precedent set forth in Section 8.3 have been satisfied and (A) the aggregate principal amount of a Request for Borrowing of a Floor Plan Loan, plus (B) the aggregate principal amount of all other Floor Plan Loans then outstanding plus (C) the aggregate principal amount of all Swing Line Loans (but minus the amount of any Swing Line Loans to be refunded with the proceeds of such Borrowing) then outstanding exceeds the aggregate principal amount of such Loans outstanding as of the immediately preceding Floor Plan Adjustment Date and such Request for Borrowing is less than the available Swing Line Commitment then such Borrowing shall constitute a Swing Line Loan and shall be disbursed in accordance with the provisions of ARTICLE IV hereof; and

(iii) if on any day the conditions precedent set forth in Section 8.3 have been satisfied and a Draft is presented for payment, the payment of which would cause (A) the aggregate principal amount of all Floor Plan Loans then outstanding, plus (B) the aggregate principal amount of all Swing Line Loans then outstanding, plus (C) the aggregate principal amount of all Requests for Borrowings of Floor Plan Loans outstanding as of such day to exceed the aggregate Floor Plan Loan Commitments as of such day, then, in such event:

(1) the Company may either immediately reduce any pending Request for Borrowing of a Floor Plan Loan which does not consist of a Draft or make a payment of principal on Floor Plan Loans and/or Swing Line Loans in an amount which would prevent the aggregate amounts described in (A), (B) and (C) above from exceeding the aggregate Floor Plan Loan Commitments; or

(2) the Company may request an increase in the aggregate Floor Plan Loan Commitments by converting a portion of the Acquisition Loan Commitment pursuant to Section 5.5(b) , and such Request for Borrowing shall be funded to the extent of such increase; or

(3) if the Company does not elect to act under clause (1) or (2) above and if there is a Reserve Commitment available under Section 3.4 , then the aggregate Floor Plan Loan Commitments shall be increased by the amount of such Reserve Commitment, and such Draft shall be funded to the extent of such increase; or

(4) if there is no Reserve Commitment available, such Draft shall be deemed for all purposes a Swing Line Overdraft Loan Borrowing Request (each a “ Swing Line Overdraft Borrowing Request ”) and such Borrowing shall constitute a Swing Line Overdraft Loan (each, a “ Swing Line Overdraft Loan ”) to be disbursed and subject to the provisions of Section 4.6 .

(e) Each Request for Borrowing may be in writing (including via facsimile) or telephonic (if promptly confirmed in writing). Each Request for Borrowing, once given, shall be irrevocable. Each of the Floor Plan Borrowers hereby authorizes the Floor Plan Agent to disburse Floor Plan Loans under this Section 2.3 pursuant to the telephone instructions of any Person purporting to be a Person identified by name on a written list of Persons authorized by each such Floor Plan Borrower to make a Request for Borrowing for Floor Plan Loans on behalf of such Borrower(s). Notwithstanding the foregoing, each of the Floor Plan Borrowers acknowledges and agrees that the applicable Floor Plan Borrower shall bear all risk of loss resulting from disbursements made upon any telephone request.

(f) If at any time between Floor Plan Adjustment Dates, the payment of all of a Swing Line Loan would cause the outstanding balance of all Swing Line Loans to be less than the Swing Line Minimum Amount, the Company may elect to cause such funds to be invested in overnight funds or other securities held by Comerica Securities, Inc. and acceptable to the Floor Plan Agent and the Lenders, which investments shall be subject to the first priority security interest of the Floor Plan Agent for the benefit of the Lenders to secure the outstanding balance of the Obligations. The Floor Plan Agent and any of the Floor Plan Borrowers may enter into an agreement from time to time to facilitate the investment of such funds.

(g) The Floor Plan Agent may notify each Floor Plan Lender of any Request for Borrowing in connection with Borrowings with respect to which the Floor Plan Lenders will make advances pursuant to Section 2.4(c) .

Section 2.4 Notice of Types of Floor Plan Loans and Interest Periods .

(a) On or before 10:00 a.m. Houston, Texas time, three (3) Business Days prior to each Floor Plan Adjustment Date, the Company shall provide a written (including via facsimile) Request for Borrowing to the Floor Plan Agent designating the Type of Floor Plan Loans which will be outstanding commencing on the Floor Plan Adjustment Date immediately following such notice until the next succeeding Floor Plan Adjustment Date. If, for any reason, the Company does not deliver the Request for Borrowing as herein provided, including, without limitation providing for three (3) Business Days’ notice, the Company shall be deemed to have requested that on such Floor Plan Adjustment Date all Floor Plan Loans be Eurodollar Borrowings.

(b) On or before 11:00 a.m. Houston, Texas time on each Floor Plan Adjustment Date, the Floor Plan Agent shall provide written (including via facsimile) notice to the Agent of the amount of (i) Floor Plan Loans outstanding, plus (ii) Swing Line Loans (plus Swing Line Overdraft Loans, if any) outstanding in excess of the Swing Line Minimum Amount, plus (iii) the amount of Floor Plan Loans being requested pursuant to any Request for Borrowing of Floor Plan Loans, as of 10:00 a.m., Houston, Texas time on such date. Upon receipt of such notice, the Agent shall provide prompt written (including via fax) notice to the Floor Plan Lenders advising them (A) that the amount of Floor Plan Loans required pursuant to (i), (ii) and (iii) above is greater than the amount required as of the immediately preceding Floor Plan Adjustment Date and, with respect to each Floor Plan Lender, the amount of additional Floor Plan Loans to be advanced by such Floor Plan Lender, (B) that the amount of Floor Plan Loans required pursuant to (i), (ii) and (iii) above, has decreased since the immediately preceding Floor Plan Adjustment Date and, with respect to each Floor Plan Lender, the amount of such repayment to be made to such Floor Plan Lender, or (C) that there is no change in the amount of Floor Plan Loans required pursuant to (i), (ii) and (iii) above since the immediately preceding Floor Plan Adjustment Date. Such notice shall also advise the Floor Plan Lenders of the Type of Floor Plan Loans the Floor Plan Borrowers have selected, subject to Section 5.15(b) , for the period of time from the next Floor Plan Adjustment Date to the next succeeding Floor Plan Adjustment Date.

(c) Each Floor Plan Lender shall, upon request from the Agent, from time to time as herein provided, advance the amount required in connection with each such Floor Plan Loan Borrowing by paying to the Agent in U.S. Dollars and in immediately available funds on the same day as the proposed date for Borrowings (that is not a Floor Plan Adjustment Date) pursuant to a Request for Borrowing that has been delivered to the Floor Plan Lenders or on each Floor Plan Adjustment Date, as applicable not later than 1:00 p.m., Houston, Texas time, and, subject to satisfaction of the conditions set forth in ARTICLE VIII , and the terms, provisions and conditions set forth in Section 2.3 and Section 4.3 , the Agent shall promptly and in any event on the same day, credit the amounts so received to the account of the Floor Plan Agent, or, if a Floor Plan Loan Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Floor Plan Lenders. Upon receipt of such funds the Floor Plan Agent shall promptly and in any event on the same day, credit the amount so received to the account of the applicable Borrower.

(d) On each Floor Plan Adjustment Date if (i) Swing Line Loans (plus Swing Line Overdraft Loans, if any) outstanding are greater than the Swing Line Minimum Amount, the Swing Line Overdraft Loans shall be repaid and the Swing Line Loans shall be reduced to the Swing Line Minimum Amount with proceeds advanced by the Floor Plan Lenders pursuant to notices from the Floor Plan Agent given to the Agent as provided in Section 2.4(b) and the Agent shall remit the proceeds of such Floor Plan Loans to the Floor Plan Agent for application to the Swing Line Loans (and to the Swing Line Overdraft Loans, if any) outstanding in excess of the Swing Line Minimum Amount, or (ii) Swing Line Loans are less than the Swing Line Minimum Amount, the Swing Line Bank shall make a Swing Line Loan to the Floor Plan Borrowers in an amount required to cause the total amount of Swing Line Loans outstanding to equal the Swing Line Minimum Amount and the Floor Plan Agent shall remit the proceeds of such Swing Line Loan to the Floor Plan Borrowers.

Section 2.5 Payments; Application of Payments .

(a) Each Floor Plan Borrower shall, on the Curtailment Date of a Motor Vehicle financed hereunder, pay in full the Floor Plan Advance Limit with respect to such Motor Vehicle.

(b) Upon the sale of any Motor Vehicle by a Floor Plan Borrower, such Floor Plan Borrower shall pay in full the Floor Plan Advance Limit with respect to such Motor Vehicle immediately upon the earliest to occur of: (i) with respect to Motor Vehicles for which cash has been received upon the sale thereof, upon receipt of payment, (ii) with respect to Sale Dated Motor Vehicles, within ten (10) days of the date of such Motor Vehicle was sold and (iii) with respect to Fleet Motor Vehicles, within thirty (30) days of the date of sale.

(c) Subject to the provisions of Section 2.3(e) , payments required to be made by any Floor Plan Borrower as set forth in Section 2.5(a) and Section 2.5(b) shall be applied in the following order: (i) first, to the outstanding principal balance of Swing Line Overdraft Loans, (ii) second, to the outstanding principal balance of Swing Line Loans (iii) third, only if no Swing Line Overdraft Loans or Swing Line Loans are then outstanding, to the outstanding principal balance of Floor Plan Loans that was funded from the Reserve Commitment, and (iv) finally, only if no Swing Line Overdraft Loans or Swing Line Loans and then outstanding and none of the outstanding principal balance of the Floor Plan Loans has been funded from the Reserve Commitment, to the remaining outstanding principal balance of the Floor Plan Loans.

(d) Each Floor Plan Borrower shall cause all proceeds from the sale of Motor Vehicles financed hereunder to be deposited directly into an account of the applicable Borrower with its local financial institution which proceeds shall be transferred to the Floor Plan Agent as Excess/Payments in Process for payment of the Loans as provided in Section 2.5(b) .

(e) An amount equal to two percent (2%) of the original principal amount of Floor Plan Loans (or any portion thereof) attributable to each Rental Motor Vehicle shall be payable on the fifteenth (15 ^th ) day of each month after the date such Motor Vehicle is Deemed Floored.

Section 2.6 Title Documents . All original Manufacturer’s invoices and title documents evidencing the Floor Plan Borrowers’ ownership of all of their Motor Vehicles financed hereunder, including, without limitation, the Manufacturer’s Certificate, shall be maintained in safekeeping by the Floor Plan Borrowers in a manner acceptable to the Floor Plan Agent, unless and until a Floor Plan Event of Default has occurred and is continuing. After the occurrence and during the continuance of a Floor Plan Event of Default, Floor Plan Agent may request and the Floor Plan Borrowers shall deliver or cause to be delivered within three (3) Business Days of such request, all such original Manufacturer’s invoices and title documents being maintained by the Floor Plan Borrowers at the time of such request and, immediately, all such original Manufacturer’s invoices and title documents that later come into the possession of the Floor Plan Borrowers, to the Floor Plan Agent, and the Floor Plan Agent shall retain or hold all such original Manufacturer’s invoices and title documents so received. Thereafter, for so long as such Floor Plan Event of Default shall be continuing, all such original Manufacturer’s Certificates and title documents shall remain in the Floor Plan Agent’s possession until the Floor Plan Loan Borrowing in connection therewith or such ratable portion thereof in respect of a Motor Vehicle sold by any Floor Plan Borrower has been paid in full; provided that, upon the occurrence of a Floor Plan Event of Default and during the continuance thereof, the Floor Plan Agent may transfer, as applicable, title documents delivered to it pursuant to this Section 2.6 in connection with the sale of Motor Vehicles in accordance with its rights provided for in this Agreement or the other Loan Documents.

Section 2.7 Power of Attorney . For the purpose of expediting the financing of Motor Vehicles under the terms of this Agreement and for other purposes relating to such financing transaction, each of the Floor Plan Borrowers irrevocably constitutes and appoints the Floor Plan Agent and any of its officers, and each of them, severally, as its true and lawful attorneys-in-fact or attorney-in-fact with full authority to act on behalf of, and in the name of, place, and stead of, each such Floor Plan Borrower, regardless of whether or not an Event of Default shall have occurred hereunder, to prepare, execute, and deliver any and all instruments, documents, and agreements required to be executed and delivered by each such Floor Plan Borrower necessary to evidence Floor Plan Loan Borrowings (and if outstanding, Swing Line Overdraft Loans) hereunder and/or after the occurrence and during the continuance of an Event of Default, to evidence, perfect, or realize upon the security interest granted by this Agreement, and/or any of the Loan Documents, including, without limitation, the Notes evidencing the Floor Plan Loans, requests for advances, security agreements, financing statements, other instruments for the payment of money, receipts, manufacturer’s certificates of origin, certificates of origin, certificates of title, applications for certificates of title, other basic evidences of ownership, dealer reassignments of any of the foregoing, affidavits, and acknowledgments. The foregoing power of attorney shall be coupled with an interest, and shall be irrevocable so long as this Agreement remains in effect, any Drafting Agreement remains in effect or any Obligations remain outstanding under this Agreement or any of the Notes evidencing the Floor Plan Loans. Each of said attorneys-in-fact shall have the power to act hereunder with or without the other. The Floor Plan Agent may, but shall not be obligated to, notify the Floor Plan Borrowers of any such instruments or documents the Floor Plan Agent has executed on any Borrower’s behalf prior to such execution.

Section 2.8 Issuance of Drafting Agreements . Subject to the terms and conditions of this Agreement, Floor Plan Agent shall, at any time and from time to time from and after the Closing Date until thirty (30) Business Days prior to the Maturity Date, upon the written request of the Company or the applicable Floor Plan Borrower, countersigned by the Company, accompanied by applications, letter of credit agreements and/or such other documentation related thereto as the Floor Plan Agent may require, issue Drafting Agreements for the account of the applicable Floor Plan Borrower.

Section 2.9 Conditions to Issuance . The Floor Plan Agent shall not be obligated to enter into or issue a Drafting Agreement unless, as of the date of issuance of such Drafting Agreement:

(a) the Company or the applicable Floor Plan Borrower requesting the Drafting Agreement shall have delivered to the Floor Plan Agent not less than ten (10) Business Days prior to the requested date for issuance (or such shorter time as the Floor Plan Agent in its sole discretion may permit), a written application and such other documentation (including without limitation a letter of credit agreement if the Drafting Agreement is to be issued in the form of a letter of credit) and the terms of such documents and of the proposed Drafting Agreement shall satisfy the terms hereof and otherwise be satisfactory to Floor Plan Agent;

(b) the conditions precedent set forth in Section 8.3 are satisfied;

(c) no order, judgment or decree of any Governmental Authority shall by its terms purport to enjoin or restrain the Floor Plan Agent from entering into or issuing such Drafting Agreement; no Requirement of Law applicable to the Floor Plan Agent and no request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Floor Plan Agent shall prohibit the Floor Plan Agent, or request that the Floor Plan Agent refrain, from issuing or entering into Drafting Agreements generally or such Drafting Agreement in particular or shall impose upon the Floor Plan Agent with respect to such Drafting Agreement any restriction, reserve or capital requirement (for which the Floor Plan Agent is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Floor Plan Agent any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Floor Plan Agent in good faith deems material to it (relating to Drafts and Drafting Agreements); and

(d) the Floor Plan Agent does not receive written notice from any Lender, the Agent or any Floor Plan Borrower, on or prior to the Business Day prior to the requested date of issuance or entry into such Drafting Agreement that one or more of the applicable conditions contained in ARTICLE VIII (or in this Section 2.9 ) has not been satisfied or that a Default (relating to a Floor Plan Event of Default) or Floor Plan Event of Default has occurred and is continuing.

Each application for a Drafting Agreement issued by a Floor Plan Borrower hereunder shall constitute certification by each of the Company and the applicable Floor Plan Borrower of the matters set forth in Section 2.9(a) and (b) , and Floor Plan Agent shall be entitled to rely on such certification without any duty of inquiry. Immediately upon the issuance or entering into by the Floor Plan Agent of each Drafting Agreement (except in respect of any Drafting Agreement issued or entered into by the Floor Plan Agent after it has obtained actual knowledge that a Floor Plan Event of Default has occurred and is continuing), each Floor Plan Lender, subject to Section 4.6 (relating to a Swing Line Overdraft Loan), hereby irrevocably and unconditionally agrees to, and does hereby, purchase from the Floor Plan Agent a participation in such Drafting Agreement and each Draft thereunder in an amount equal to the product of (i) the Pro Rata Share of Floor Plan Loan Commitments of such Floor Plan Lender and (ii) the amount of each Draft presented by a Manufacturer.

Notwithstanding the foregoing, the Floor Plan Agent shall take such action as necessary to terminate and suspend all Drafting Agreements effective ten (10) days prior to the Maturity Date, and none of the Borrowers shall be entitled to borrow under any Drafting Agreement after the date that is ten (10) days prior to the Maturity Date. Provided, however, the immediately foregoing sentence is intended only as a limitation to the Borrowers’ ability to borrow under Drafting Agreements and not as an enlargement of the Floor Plan Agent’s obligations hereunder.

Section 2.10 Drafts Under Manufacturers Drafting Letters .

(a) Each Draft submitted by a Manufacturer pursuant to a Drafting Agreement shall constitute a Request for Borrowing of a Floor Plan Loan, a Swing Line Loan, or a Swing Line Overdraft Loan, as the case may be. Upon its submission to the Floor Plan Agent, the Floor Plan Agent shall pay such Draft, unless it has been terminated or suspended. If the conditions precedent set forth in Section 8.3 have been satisfied, then such payment shall constitute a Floor Plan Loan in satisfaction of the Floor Plan Borrower’s reimbursement obligations in respect of such payment. Notwithstanding the foregoing, subject to the terms and conditions of ARTICLE XII hereof, the Floor Plan Agent may take all actions reasonably necessary to suspend and/or terminate Drafts in accordance with Section 11.4 and following the occurrence of any Default (relating to a Floor Plan Event of Default) or Floor Plan Event of Default.

(b) Notwithstanding the obligation (if any) of the Floor Plan Agent to fund a Draft, (i) if at any time any of the Floor Plan Borrowers has failed to satisfy the conditions precedent for the Floor Plan Agent to make a Floor Plan Loan or the Swing Line Bank to make a Swing Line Loan or a Swing Line Overdraft Loan, (ii) subject to Section 2.3(d)(iii) if at any time the amount of such Draft would cause the aggregate amount of Floor Plan Loans to exceed the aggregate Floor Plan Loan Commitments, or (iii) after a Default (relating to a Floor Plan Event of Default) or a Floor Plan Event of Default has occurred and is continuing, then in any such event, the funding of such Draft shall not constitute a waiver of any such condition, Default or Event of Default or otherwise in any manner whatsoever affect the rights and remedies available to the Floor Plan Agent, the Agent, the Swing Line Bank or any of the Floor Plan Lenders or the Lenders hereunder. In any such event, the Floor Plan Borrowers shall remain obligated to pay the amount of any Draft forthwith as set forth herein and shall have all other duties and obligations applicable to the Floor Plan Borrowers under this Agreement. Notwithstanding anything to the contrary contained herein, each of the Floor Plan Borrowers shall bear all risk of loss resulting from the payment of any Draft, or any resulting disbursements of the Floor Plan Loans, Swing Line Loans or Swing Line Overdraft Loans, as the case may be, whether or not due to the gross negligence, willful misconduct or fraud of any Manufacturer.

(c) Subject to Section 11.4 hereof, each Floor Plan Lender shall be obligated to fund Floor Plan Loans resulting from the presentation of Drafts, by making available their respective Pro Rata Share of Floor Plan Loan Commitments of the amounts so advanced, all in accordance with Section 2.2 hereof; provided, however, that if for any reason the Floor Plan Agent is prohibited from making a Floor Plan Loan in respect of any such Draft, each such Floor Plan Lender shall be deemed to and unconditionally agrees to purchase from the Floor Plan Agent a participation interest in the amount of such Draft (in the amount of its Pro Rata Share of Floor Plan Loan Commitments). Notwithstanding the amount of the aggregate Floor Plan Loan Commitments in effect from time to time, except with respect to the notices terminating or suspending drafting privileges to be given pursuant Section 11.1 or Section 11.4 hereof or any other notices given by the Floor Plan Agent in response to the written direction of the Required Lenders, the Floor Plan Agent shall not be obligated to terminate or suspend the drafting privileges of any Manufacturer under the Drafting Agreements even though the aggregate amount of Drafts which may be presented by Manufacturers under the Drafting Agreements may exceed the amount of the aggregate Floor Plan Loan Commitments in effect from time to time. Furthermore, (i) any limitations contained in any of the Drafting Agreements (whether in respect of daily Drafts to be presented or otherwise) are for informational purposes only and Floor Plan Agent shall not be obligated to monitor or limit the amount of Drafts presented or honored on the basis of any such limitations and (ii) any right of the Floor Plan Agent, acting in its discretion and not at the direction or with the concurrence of the Required Lenders, to terminate or suspend drafting privileges of any Manufacturer or otherwise exercise any right or remedy shall be for the sole benefit and protection of the Floor Plan Agent, and Floor Plan Agent shall not owe any duty to any of the other Lenders with respect to such rights or remedies or be required to exercise such rights or remedies to protect any of the other Lenders.

Section 2.11 Obligations Absolute . The Obligations of the Floor Plan Borrowers under this Agreement and any of the other Loan Documents to reimburse the Floor Plan Agent for Drafts presented by a Manufacturer under a Drafting Agreement and to repay any Swing Line Loans, the Floor Plan Loans or the Swing Line Overdraft Loans, as the case may be, funded to pay a Draft shall be unconditional and irrevocable. Such obligation shall be paid strictly in accordance with the terms of this Agreement and each such other Loan Document under all circumstances, including the following: (a) any lack of validity or enforceability of this Agreement or any of the other Loan Documents; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of any Borrower in respect of any Draft or any Drafting Agreement or any other amendment or waiver of or any consent to departure from all or any of the applicable/related Loan Documents; (c) the existence of any claim, set-off, defense or other right that any Floor Plan Borrower may have at any time against any Manufacturer or any other beneficiary or transferee of any Drafting Agreement (or any Person for whom any such beneficiary or such transferee may be acting), the Floor Plan Agent or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by the related Loan Documents or any unrelated transaction other than the defense of payment or claims arising out of the gross negligence, bad faith or willful misconduct of the Floor Plan Agent or the Swing Line Bank; (d) any Draft, demand, certificate or other document presented under a Drafting Agreement proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (e) any loss or delay in the transmission or otherwise of any document required in order to make a Draft under any Drafting Agreement; (f) any payment by the Floor Plan Agent under any Drafting Agreement against presentation of a draft or certificate that does not strictly comply with the terms of any Drafting Agreement; (g) any payment made by the Floor Plan Agent under any Drafting Agreement to any trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, liquidator, receiver or other representative of a successor to any beneficiary or any transferee of any Drafting Agreement, including any arising in connection with any Insolvency Proceeding; (h) any exchange, release or non-perfection of any Collateral, or any release or amendment or waiver of or consent to departure from all or any of the Obligations of any Borrower in respect of any Drafting Agreement; or (i) any other circumstance that might otherwise constitute a defense available to, or discharge of, any Borrower other than the defense of payment or claims arising out of the gross negligence, bad faith or willful misconduct of the Floor Plan Agent or the Swing Line Bank.

ARTICLE III

ACQUISITION LOANS

Section 3.1 Acquisition Loan Commitments . Subject to the terms and conditions and relying upon the representations and warranties of the Company herein set forth, each Acquisition Loan Lender severally and not jointly agrees to make revolving credit loans to the Company (each such loan, an “ Acquisition Loan ”) from time to time on any Business Day during the period from the Closing Date to the Maturity Date in an aggregate amount not to exceed at any time outstanding such Lender’s pro rata share of the lesser of (a) the Acquisition Loan Advance Limit or (b) the aggregate amount of the Acquisition Loan Commitments of all the Acquisition Loan Lenders; provided, however, that, after giving effect to any Acquisition Loan Borrowing, the aggregate amount of all outstanding Acquisition Loans and all outstanding Letter of Credit Obligations shall not at any time exceed the aggregate Acquisition Loan Commitments. Subject to the other terms and conditions hereof, the Company may borrow, prepay and reborrow Acquisition Loans under this Section 3.1 .

Section 3.2 Acquisition Loans .

(a) Each Acquisition Loan Borrowing shall be in the minimum aggregate principal amount of One Million Dollars ($1,000,000) (or the amount of a Letter of Credit Borrowing or the remaining balance of the aggregate Acquisition Loan Commitments, if less) and an integral multiple of One Million Dollars ($1,000,000) and shall consist of Acquisition Loans of the same Type made by the Acquisition Loan Lenders in accordance with their respective Pro Rata Share of Acquisition Loan Commitments; provided, however, that the failure of any Lender to make any Acquisition Loan shall not relieve any other Lender of its obligation to lend hereunder.

(b) Each Acquisition Loan Borrowing shall be an ABR Borrowing or a Eurodollar Borrowing as the Company may request in a Request for Borrowing delivered to the Agent in accordance with Section 3.3 . Each Acquisition Loan Lender may fulfill its Acquisition Loan Commitment with respect to any Eurodollar Loan by causing, at its option, any domestic or foreign branch or Affiliate of such Lender to make such Loan, provided that the exercise of such option shall not affect the obligation of the Company to repay such Loan in accordance with the terms hereof. Subject to the provisions of Section 3.3(b) and Section 5.9 , Acquisition Loan Borrowings of more than one Type may be outstanding at the same time.

(c) Each Acquisition Loan Lender shall make Acquisition Loans equal to its then Pro Rata Share of the Acquisition Loan Commitments by paying the amount required to the Agent in Houston, Texas in U.S. Dollars and in immediately available funds not later than 1:00 p.m., Houston, Texas time, on the proposed Borrowing Date and, subject to satisfaction of the conditions set forth in ARTICLE VIII , the Agent shall promptly and in any event on the same day, credit the amounts so received to the general deposit account of the Company, with the Agent, or such other depository account as shall be designated by the Company or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders.

Section 3.3 Acquisition Loan Borrowing Procedure .

(a) In order to obtain an Acquisition Loan, the Company shall make an irrevocable written request therefor (or irrevocable telephone notice thereof, confirmed as soon as practicable by written request) to the Agent, in the form of a Request for Borrowing (i) in the case of an ABR Borrowing, not later than 11:00 a.m., Houston, Texas time, on the Borrowing Date of a proposed Acquisition Loan Borrowing, and (ii) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., Houston, Texas time, three (3) Business Days before the Borrowing Date of a proposed Acquisition Loan Borrowing. Each Request for Loan Borrowing shall be irrevocable and specify (1) whether the Loan then being requested is to be an ABR Borrowing or a Eurodollar Borrowing, (2) the Borrowing Date (which shall be a Business Day) and (3) the aggregate amount thereof and (4) if a Eurodollar Loan is being requested, the Interest Period or Interest Periods with respect thereto. If no election as to the Type of Acquisition Loan Borrowing is specified, such Borrowing shall be an ABR Borrowing. If no Interest Period is specified, the Company shall be deemed to have selected an Interest Period of one (1) month’s duration. The Agent shall promptly advise the Lenders of any Request for Borrowing given by the Company pursuant to this Section 3.3 and of each Lender’s portion of the requested Acquisition Loan Borrowing.

(b) No more than eight (8) Acquisition Loans may be outstanding at any time. For purposes of the foregoing, Borrowings comprised of Acquisition Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.

Section 3.4 Reserve Commitment; Reduction of Acquisition Loan Advance Limit . Notwithstanding the foregoing provisions of this ARTICLE III , in the event that on any day the aggregate outstanding principal amount of all (a) Floor Plan Loans, plus (b) Swing Line Loans, plus (c) Requests for Floor Plan Loan Borrowings exceeds ninety-seven and one-half percent (97.5%) of the Total Floor Plan Loan Commitments as of such date, then (i) a portion of the Total Acquisition Loan Commitment (the “ Reserve Commitment ”) in an amount equal to the lesser of (y) Five Million Dollars ($5,000,000) or (z) the entire remaining unused portion of the Acquisition Loan Commitment as of such date, shall be reserved and shall no longer be available for funding Acquisition Loans, and (ii) the Acquisition Loan Advance Limit shall be reduced by the amount by which the (x) Floor Plan Loans, plus (y) Swing Line Loans plus (z) Requests for Floor Plan Loan Borrowings exceeds ninety-seven and one-half percent (97.5%) of the Total Floor Plan Loan Commitments until the next Business Day on which such condition no longer exists.

ARTICLE IV

SWING LINE LOANS

Section 4.1 Swing Line Commitments .

(a) The Swing Line Bank shall, on the terms and subject to the conditions hereinafter set forth (including Section 4.3 ), make one or more advances (each such advance being a “ Swing Line Loan ”) to any Floor Plan Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date in an aggregate principal amount not to exceed at any time (not including Swing Line Overdraft Loans) the aggregate amount of the Swing Line Commitment as such amount may change from time to time.

(b) The Swing Line Bank may on the terms and subject to the conditions hereinafter set forth (including Section 4.3 ) make one or more Swing Line Loans to any Floor Plan Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date in an aggregate principal amount greater than the Swing Line Commitment but not to exceed at any time (not including Swing Line Overdraft Loans) the aggregate amount of the Floor Plan Loan Commitments of all the Lenders; provided, however, that after giving effect to all Borrowings of Swing Line Loans, Floor Plan Loans and all Floor Plan Loans requested on any date, the sum of the aggregate principal amount of all outstanding Floor Plan Loans and Swing Line Loans (but excluding Swing Line Overdraft Loans) shall not exceed the aggregate amount of the then applicable aggregate Floor Plan Loan Commitments.

(c) Unless otherwise refinanced pursuant to Section 4.5 , all Swing Line Loans (including the Swing Line Overdraft Loans) shall be evidenced by the Swing Line Note, under which advances, repayments and readvances may be made, subject to the terms and conditions of this Agreement and all other Swing Line Loans shall be due and payable on each Floor Plan Adjustment Date. Each Swing Line Loan that is a Eurodollar Loan shall mature and the principal amount thereof shall be due and payable by the applicable Floor Plan Borrower, as the case may be, on the last day of the Interest Period applicable thereto. In no event whatsoever shall any outstanding Swing Line Loan be deemed to reduce, modify or affect any Lender’s obligation to make Floor Plan Loans based upon its Pro Rata Share of Floor Plan Loan Commitments.

Section 4.2 Accrual of Interest; Margin Adjustments . Each Swing Line Loan and each Swing Line Overdraft Loan shall, from time to time after the date of such Loan, bear interest at the Quoted Rate. The amount and date of each such Swing Line Loan and each such Swing Line Overdraft Loan, the Quoted Rate, its Interest Period, and the amount and date of any repayment shall be noted on the Swing Line Bank’s records, which records will be conclusive evidence thereof, absent manifest error; provided, however, that any failure by the Swing Line Bank to record any such information shall not affect the obligations of the applicable Floor Plan Borrower with respect thereto in accordance with the terms of this Agreement and the Loan Documents, and, further provided, that, upon the occurrence and during the continuance of a Floor Plan Event of Default and commencing on the last day of any applicable Interest Period, each Swing Line Loan shall bear interest at the Comerica Prime-based Rate.

Section 4.3 Requests for Swing Line Loans .

(a) On the Closing Date, subject to the terms and conditions hereunder set forth, the Swing Line Bank shall make a Swing Line Loan to one or more of the Floor Plan Borrowers pursuant to a Request for Borrowing in an amount equal to the Swing Line Minimum Amount.

(b) On any day that a Request for Borrowing constitutes a Request for Borrowing of a Swing Line Loan pursuant to Section 2.3(d)(ii) , the applicable Floor Plan Borrower shall be deemed to have delivered to Swing Line Bank a Request for Borrowing in connection therewith, subject to the following and to the remaining provisions of this Section 4.3 :

(i) the aggregate principal amount of such requested Swing Line Loan Borrowing, plus the aggregate principal amount of all other Swing Line Loans then outstanding shall not exceed the Swing Line Commitment;

(ii) such Request for Borrowing shall be irrevocable and shall constitute a certification by the Company of the provisions of Section 8.3 ; and

(iii) such Request for Borrowing may be in writing (including via facsimile) or telephonic (if promptly confirmed in writing). Each of the Floor Plan Borrowers hereby authorizes the Swing Line Bank to disburse Swing Line Loans pursuant to the telephone instructions of any Person purporting to be a Person identified by name on a written list of Persons authorized by each such Floor Plan Borrower to make Requests for Borrowings of Swing Line Loans on behalf of such Floor Plan Borrowers. Notwithstanding the foregoing, each of the Floor Plan Borrowers acknowledges and agrees that such Floor Plan Borrower shall bear all risk of loss resulting from disbursements made upon any telephone request.

Section 4.4 Disbursement of Swing Line Loans . Subject to receipt of a Request for Borrowing of a Swing Line Loan and to the other terms and conditions of this Agreement, the Swing Line Bank shall make available to any Floor Plan Borrower the amount so requested, in same day funds, not later than 1:00 p.m., Houston, Texas time on the Borrowing Date of such Swing Line Loan, by credit to an account of the applicable Floor Plan Borrower maintained with the Swing Line Bank or to such other account or third party as such Floor Plan Borrower may reasonably direct. The Swing Line Bank shall promptly notify the Floor Plan Agent of any Swing Line Loan by telephone or telecopier.

Section 4.5 Refunding of or Participation Interest in Swing Line Loans .

(a) On any Floor Plan Adjustment Date and upon the occurrence and during the continuance of an Event of Default other than those described in paragraph (b) below, the Swing Line Bank in its sole and absolute discretion (subject, and in addition to, ordinary course settlements as set forth in Section 2.4(d) ) may, on behalf of any Floor Plan Borrower (each of whom hereby irrevocably directs the Swing Line Bank to act on its behalf), make a written (including via fax) request to the Floor Plan Agent, requesting the Floor Plan Lenders (including the Swing Line Bank in its capacity as a Floor Plan Lender) to make Floor Plan Loans in an amount equal to the outstanding principal amount of the Swing Line Loans in accordance with each Floor Plan Lender’s respective Pro Rata Share of Floor Plan Loan Commitments (including the portion thereof which constitutes the Swing Line Minimum Amount but excluding Swing Line Overdraft Loans). Such loans (the “ Refunded Swing Line Loans ”), shall accrue interest at (i) the Comerica Prime-based Rate, if requested upon the occurrence of an Event of Default, or (ii) the LIBO Rate plus the Applicable Margin or the Comerica Prime-based Rate, at the Borrowers’ option, if requested on any Floor Plan Adjustment Date. The Refunded Swing Line Loans shall be made immediately in respect of Swing Line Loans as of the day following the last day of the Applicable Interest Period in respect of Swing Line Loans accruing interest at the Quoted Rate; provided that no such request shall require any Floor Plan Lender to make Floor Plan Loans in excess of such Floor Plan Lender’s Floor Plan Loan Commitment on the date such request is made. Unless an Event of Default has occurred and is continuing, Refunded Swing Line Loans shall not be subject to the indemnification provisions of Section 5.10 , and no losses, costs or expenses may be assessed by the Swing Line Bank against the applicable Floor Plan Borrower or the other Floor Plan Lenders as a consequence thereof. Unless an Event of Default described in Section 11.1(f) , Section 11.1(g) , Section 11.3(d) , Section 11.3(e) , Section 11.3(f) , or Section 11.3(g) shall have occurred (in which event the procedures of Section 4.5(b) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Floor Plan Loan are then satisfied, each Floor Plan Lender shall upon request by the Agent in the manner specified in Section 2.4 make the proceeds of its Floor Plan Loan available to the Floor Plan Agent for the benefit of the Swing Line Bank.

(b) If, prior to making of a Refunded Swing Line Loan pursuant to Section 4.5(a) , an Event of Default described in Section 11.1(f) , Section 11.1(g) , Section 11.3(d) , Section 11.3(e) , Section 11.3(f) , or Section 11.3(g) shall have occurred, each Floor Plan Lender shall, in the manner provided in Section 2.10(a) and Section 2.10(c) , on the date such Floor Plan Loan was to have been made, purchase from the Swing Line Bank participation interests in the Refunded Swing Line Loan equal to such Floor Plan Lender’s Pro Rata Share of the Floor Plan Loan Commitments; provided, however, except for any Borrowing which occurs as a result of a Draft made prior to the effective suspension or termination of the Drafting Agreement pursuant to which such Borrowing occurred which Borrowing is subject to Section 2.10 , no Floor Plan Lender shall be obligated to purchase a participation interest in a Refunded Swing Line Loan to the extent such Loan was made by the Swing Line Bank when the conditions precedent in Section 8.3 were not satisfied.

(c) Subject to Section 4.5(b) , above, each Floor Plan Lender’s obligation to make Floor Plan Loans and to purchase participation interests in accordance with Section 4.5(a) and Section 4.5(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff counterclaim, recoupment, defense or other right which such Floor Plan Lender may have against the Swing Line Bank, any Floor Plan Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Default or Event of Default; (iii) any adverse change in the condition (financial or otherwise) of any Floor Plan Borrower or any other Person; (iv) any breach of this Agreement by any Floor Plan Borrower or any other Person; (v) any inability of any Floor Plan Borrower to satisfy the conditions precedent to a Borrowing set forth in this Agreement on the date upon which such Floor Plan Loan is required to be made or such participating interest is to be purchased; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Floor Plan Lender does not make available to the Floor Plan Agent the amount required pursuant to Section 4.5(a) or Section 4.5(b) , as the case may be, the Swing Line Bank shall be entitled to recover such amount on demand from such Floor Plan Lender, together with interest thereon for each day from the date of non-payment until such amount is paid in full at the Federal Funds Effective Rate.

(d) Refunded Swing Line Loans which are funded by the Floor Plan Lenders after two (2) Business Days’ notice as provided in Section 4.5(a) shall thereafter become Floor Plan Loans and, subject to any right of acceleration herein provided, shall remain outstanding until the next succeeding Floor Plan Adjustment Date. Such Loans shall accrue interest in favor of the Floor Plan Lenders in accordance with each Floor Plan Lender’s respective Pro Rata Share of Floor Plan Loan Commitments at the Comerica Prime-based Rate. On the next succeeding Floor Plan Adjustment Date such Loans shall be treated as all other Floor Plan Loans outstanding in accordance with the provisions of Section 2.4(b) .

Section 4.6 Swing Line Overdraft Loans .

(a) On any day that a Request for Borrowing of a Floor Plan Loan constitutes a Swing Line Overdraft Borrowing Request pursuant to Section 2.3(d)(iii) , the applicable Floor Plan Borrower shall be deemed to have delivered a Swing Line Overdraft Borrowing Request. Such Swing Line Overdraft Borrowing Request shall be irrevocable and shall constitute a certification by the Company of the provisions of Section 8.3 .

(b) Swing Line Overdraft Loans shall be made only by the Swing Line Bank, solely for its own account and shall not be subject to the provisions of Section 4.5 ; provided, however, at any time a Swing Line Overdraft Loan is outstanding, all funds received from any source (other than deposits already in the Cash Collateral Account) in respect of this Agreement shall be applied first to the payment in full of the Swing Line Overdraft Loans; and the Floor Plan Agent, the Agent and the Lenders, as the case may be, shall remit to the Swing Line Bank, and the Swing Line Bank shall have the right to receive, all payments (including any prepayments) of principal and interest made by any Borrower in respect of any Loan and all other proceeds of Collateral securing the Loans for application and reduction of the aggregate principal amount of outstanding Swing Line Overdraft Loans.

ARTICLE V

ALL LOANS

Section 5.1 Notes; Repayment of Loans .

(a) All Loans made hereunder shall be evidenced by the Notes or the Swing Line Note, as the case may be and payable as therein provided, which Notes shall be dated the Closing Date, and shall be in an aggregate principal amount equal to the Total Commitments on such date. The outstanding principal balance of such Loans and all interest thereon and all the Obligations, as evidenced by the Notes, shall be due and payable in accordance with the terms and provisions of this Agreement and on the Maturity Date. Each Note shall bear interest from its date on the outstanding principal balance thereof as provided in Section 5.2 .

(b) Each Lender or the Agent, on its behalf, and the Swing Line Bank is hereby authorized by each Borrower to endorse on a schedule attached to the Notes delivered to it (or a computer generated supplement thereto, which supplement shall be deemed to be a part thereof), or otherwise record in such Lender’s or Agent’s, as the case may be, internal records, an appropriate notation evidencing the date and amount of each Loan, as well as the date and amount of each payment and prepayment with respect thereto; provided, that the failure of any Lender or the Agent or the Swing Line Bank to make such a notation or any error in such a notation shall not affect the Obligations of any Borrower hereunder, under the Notes or under the Swing Line Note.

Section 5.2 Interest on Loans .

(a) Subject to the provisions of Section 5.3 , each Alternate Base Rate Loan shall bear interest at a rate per annum, equal to the lesser of (i) the Alternate Base Rate plus the Applicable Margin for Alternate Base Rate Loans and (ii) the Highest Lawful Rate (if the Alternate Base Rate is based on the Prime Rate, computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be; or if the Alternate Base Rate is based on the Federal Funds Effective Rate, computed on the basis of the actual number of days elapsed over a year of 360 days).

(b) Subject to the provisions of Section 5.3 , each Comerica Prime Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be) equal to the lesser of (i) the Comerica Prime-based Rate in effect from time to time and (ii) the Highest Lawful Rate.

(c) Subject to the provisions of Section 5.3 , (i) each Eurodollar Loan which is an Acquisition Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the lesser of (1) the LIBO Rate for the Interest Period in effect for such Loan plus the Applicable Margin for Eurodollar Loans, and each change in the Applicable Margin shall apply to all Eurodollar Loans that are outstanding during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change, even if the effective date occurs in the middle of an Interest Period and (2) the Highest Lawful Rate; and (ii) each Eurodollar Loan which is a Floor Plan Loan (excluding Swing Line Loans) shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the lesser of (1) LIBO Rate for the Interest Period in effect for such Loan plus: (A) 1.00% if such Loan is to finance New Motor Vehicles, Demonstrators or Rental Motor Vehicles or (B) 1.125% if such Loan is to finance Used Motor Vehicles or Program Cars and (2) the Highest Lawful Rate.

(d) Interest on each Swing Line Loan to which the Quoted Rate applies at Borrower’s option and Swing Line Overdraft Loan and Drafts shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the lesser of (i) the Quoted Rate for the Interest Period in effect for such Loan and (ii) the Highest Lawful Rate.

(e) Interest on each Acquisition Loan, each Swing Line Loan and each Floor Plan Loan shall be payable in arrears on each Interest Payment Date applicable to such Loan except as otherwise provided in this Agreement. The applicable LIBO Rate, and the Alternate Base Rate shall be determined by the Agent, the Comerica Prime-based Rate shall be determined by the Floor Plan Agent, and the Quoted Rate shall be determined by the Swing Line Bank, and such determinations shall be conclusive absent manifest error. The Agent or Floor Plan Agent, as applicable shall promptly advise the Borrowers and each Lender of each such determination.

Section 5.3 Interest on Overdue Amounts . If any Borrower shall default in the payment of the principal of or interest on any Loan or any other amount due hereunder, by acceleration or otherwise, such Borrower shall on demand from time to time pay interest, to the extent permitted by law, on such defaulted amount up to (but not including) the date of actual payment (after as well as before judgment) at a rate per annum (computed on the basis of the actual number of days elapsed over a period of 365/366 days) equal to the lesser of (a) the Highest Lawful Rate and (b) the Alternate Base Rate plus two percent (2%) per annum.

Section 5.4 Fees .

(a) The Company shall pay to the Agent, on the last day of each March, June, September and December and on the Maturity Date, in immediately available funds, (i) for the pro rata benefit of the Floor Plan Lenders, a Floor Plan Loan Commitment fee (the “ Floor Plan Loan Commitment Fee ”) equal to twenty one-hundredths of one percent (0.20%) per annum times the average unused amount of the Floor Plan Loan Commitments during the immediately preceding fiscal quarter (or shorter portion thereof) just ended (including any unused portion of the Acquisition Loan Commitments that has been reallocated or converted to the Floor Plan Loan Commitment in accordance with the terms hereof); (ii) for the pro rata benefit of the Acquisition Loan Lenders, an Acquisition Loan Commitment fee (the “ Acquisition Loan Commitment Fee ”) equal to the sum of (x) the average unused amount of the Acquisition Loan Commitments times the Commitment Fee Rate set forth in the table contained in the definition of Applicable Margin and (y) to the extent that the average Acquisition Loan Commitments, after giving effect to any reallocation of Acquisition Loan Commitments to the Floor Plan Loan Commitments in accordance with the terms hereof, is less than $200,000,000, an amount equal to the unused portion of the Acquisition Loan Commitments that has been reallocated or converted to the Floor Plan Loan Commitment in accordance with the terms hereof and that reduces the Acquisition Loan Commitments below $200,000,000 times the difference between the Commitment Fee Rate set forth in the table contained in the definition of Applicable Margin and twenty one-hundredths of one percent (0.20%) per annum in each such case during the immediately preceding fiscal quarter (or shorter period thereof) just ended. All Commitment Fees under this Section 5.4(a) shall be computed on the basis of the actual number of days elapsed in a year of 365 or 366 days, as the case may be. The Commitment of a Lender shall be deemed “unused” to the extent and in the amount such Lender is obligated to fund future Loans or Letter of Credit Obligations of any Borrower regardless of whether or not any amounts are outstanding under any Swing Line Loan. The Floor Plan Loan Commitment Fees and the Acquisition Loan Commitment Fees due to each Lender shall commence to accrue on the Closing Date and cease to accrue on the earlier of the Maturity Date and the termination of the Commitments of such Lender pursuant to Section 5.5 or Section 13.3(b) .

(b) The Company shall pay the Agent and J.P. Morgan Securities Inc. the fees (the “ Agency Fees ”) in such amount and on such dates as may be agreed among the Company, the Agent and J.P. Morgan Securities Inc., for their account, as applicable, as set forth in that certain letter agreement dated September 16, 2005 among said parties (the “ Agent’s Letter ”).

(c) The Company shall pay the Floor Plan Agent the floor plan agency fees (“ Floor Plan Agency Fees ”) in such amount and on such dates as may be agreed among the Company and the Floor Plan Agent pursuant to that certain letter agreement between said parties dated October 7, 2005 between said parties (the “ Floor Plan Agent’s Letter ”).

(d) The Company shall pay the Agent for the benefit of the Floor Plan Lenders, according to their Pro Rata Share of Floor Plan Loan Commitments, a fee in the amount of $750.00 for each day any Swing Line Overdraft Loan is outstanding; and such amount (if any) shall be payable on the last Business Day of each month.

(e) The Company shall pay to the Agent for the benefit of the Lenders on the Closing Date the fees payable to the Lenders as provided in the Agent’s Letter.

Section 5.5 Termination, Reduction or Conversion of Commitments .

(a) Upon at least three (3) Business Days’ prior written notice to the Agent, the Company may at any time, in whole, permanently terminate or permanently reduce the Total Commitments, among the Lenders in accordance with (i) their respective Pro Rata Share of Floor Plan Loan Commitments, and (ii) their respective Pro Rata Share of Acquisition Loan Commitments; provided (x) any such partial reduction of the Total Commitments shall be in minimum aggregate increments of Five Million Dollars ($5,000,000); (y) any such partial reduction shall be made ratably between the Total Floor Plan Loan Commitment and the Total Acquisition Loan Commitment respectively, and pro rata among the Lenders within each type of Commitment, and (z) no reduction shall reduce the amount of the Total Acquisition Loan Commitment to an amount which is less than the Letter of Credit Obligations outstanding at such time. In connection with any such reduction, the Floor Plan Agent in its sole discretion may, or at the direction of the Required Lenders, shall suspend and/or terminate all or any portion of the then outstanding Drafting Agreements. In addition, (i) no such reduction shall cause the Total Acquisition Loan Commitment to exceed twenty five percent (25%) of the Total Commitments and (ii) the ratio of such Lender’s Floor Plan Loan Commitment to such Lender’s Acquisition Loan Commitment shall never be less than 3.0 to 1.0.

(b) Subject to Section 5.5(a) above and the provisions contained in this paragraph (b), at any time there exists any unused portion of the Acquisition Loan Commitments, the Company may request in writing the Agent to convert all or a part of such unused portion of the Acquisition Loan Commitments into Floor Plan Loan Commitments, provided , following such conversion, the total of the Acquisition Loan Commitments shall never be less than an amount equal to (i) the sum of all Acquisition Loans then outstanding, plus (ii) all Letter of Credit Obligations then outstanding, plus (iii) any Reserve Commitment; and in such event and following five (5) days prior written notice from the Company to the Agent, the Floor Plan Loan Commitments shall, upon such request, be increased by the amount so requested by the Company, such amount together with the Acquisition Loan Commitments not to exceed the Total Commitment. At any time there exists any unused amount of a converted portion of the Floor Plan Loan Commitments, the Company may request the Agent to reverse any such portion thereof, in whole or in part, and in such event the Floor Plan Loan Commitments and the Acquisition Loan Commitments shall be restored, as applicable, in the respective amounts so requested by the Company.

(c) Upon any such conversion of Acquisition Loan Commitments into Floor Plan Loan Commitments or vice versa, the Floor Plan Loan Commitments shall be increased or decreased, as the case may be, pro rata among the Floor Plan Lenders, and the Acquisition Loan Commitments shall be increased or decreased, as the case may be, in an aggregate amount of the corresponding increase or decrease in the Floor Plan Loan Commitments, which increase or decrease in the Acquisition Loan Commitments shall be allocated among the Acquisition Loan Lenders based on their Pro Rata Share of Acquisition Loan Commitments.

(d) At the time the Commitments of any Lender are terminated or reduced pursuant to Section 5.5(a) , the Company shall pay to the Agent for the account of each such Lender, the Floor Plan Loan Commitment Fees and the Acquisition Loan Commitment Fees on the amount of such terminated or reduced Commitments owed to the date of such termination or reduction.

(e) Each of the Commitments shall automatically and permanently terminate on the Maturity Date.

Section 5.6 Alternate Rate of Interest . If on the day two (2) Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing, the Agent shall have determined that: (a) Dollar deposits in the amount set forth in the such Request for Borrowing are not generally available in the London interbank market or that the rate at which Dollar deposits are being offered will not adequately and fairly reflect the cost to any Lender or the Swing Line Bank of making or maintaining the principal amount of its Eurodollar Loan comprising such Borrowing during such Interest Period, or (b) reasonable means do not exist for ascertaining the LIBO Rate, then the Agent shall as soon as practicable thereafter give written notice of such determination to the Company, the Lenders and/or the Swing Line Bank; and any request by a Borrower for the making of a Eurodollar Borrowing shall, until the circumstances giving rise to such notice no longer exist, be deemed to be a request for a Borrowing to be comprised of (i) if such Borrowing is a Floor Plan Loan Borrowing, Comerica Prime Rate Loans or (ii) if such Borrowing is an Acquisition Loan Borrowing, Alternate Base Rate Loans. Each determination of the Agent hereunder shall be conclusive, absent manifest error.

Section 5.7 Prepayment of Loans; Mandatory Reduction of Indebtedness .

(a) So long as no Swing Line Overdraft Loans are outstanding, each Acquisition Loan Borrowing, each Floor Plan Loan Borrowing and each Swing Line Loan may be prepaid at any time and from time to time, in whole or in part, subject to the requirements of Section 5.10 , but otherwise without premium or penalty, upon at least three (3) Business Days’ prior written or facsimile notice to the Agent. Each Swing Line Overdraft Loan Borrowing may be prepaid at any time and from time to time, in whole or in part, subject to the requirements of Section 5.10 , but otherwise without premium or penalty.

(b) On the date of any termination or reduction of the Total Commitments pursuant to Section 5.5(a) , each of the Borrowers shall prepay the Loans in an amount equal to the amount by which the Commitments are being so terminated or reduced, as shall be necessary in order that the aggregate principal amount of the Loans and Letter of Credit Obligations outstanding will not exceed the Total Commitments following such termination or reduction. All prepayments under this paragraph shall be subject to Section 5.10 .

(c) Each notice of prepayment shall be irrevocable and shall specify the prepayment date and the principal amount of each Loan (or portion thereof) and the Type of Loan to be prepaid. All prepayments shall be accompanied by accrued interest on the principal amount being prepaid to the date of prepayment.

(d) Subject to the provisions of Section 2.3(d)(iii) , if at any time and for any reason:

(i) the aggregate principal amount of all (y) Floor Plan Loans outstanding, plus (z) Swing Line Loans outstanding shall exceed the Total Floor Plan Loan Commitments at such time, or

(ii) the aggregate principal amount of all (x) Acquisition Loans, plus (y) (z) Letter of Credit Obligations shall exceed the amount of the Acquisition Loan Advance Limit, or

(iii) the aggregate principal amount of all (w) Floor Plan Loans outstanding, plus (x) Swing Line Loans outstanding, plus (y) Acquisition Loans outstanding, plus (z) Letter of Credit Obligations outstanding shall exceed the Total Commitments,

the Borrowers shall immediately, upon demand, pay to the Agent an amount of such Obligations equal to such excess, provided , Borrowers shall have the right to direct such repayment first to prepay such portion of the Indebtedness not subject to the provisions of Section 5.10 .

Section 5.8 Reserve Requirements; Change in Circumstances .

(a) It is understood that the cost to each Lender of making or maintaining any of the Eurodollar Loans may fluctuate as a result of the applicability of reserve requirements imposed by the Board at the ratios provided for in Regulation D on the date hereof. The Borrowers agree to pay to such Lender from time to time such amounts as shall be necessary to compensate such Lender for the portion of the cost of making or maintaining Eurodollar Loans resulting from any increase in such reserve requirements provided for in Regulation D (or any successor regulation or ruling issued in respect thereof) from those as in effect on the date hereof, it being understood that the rates of interest applicable to Eurodollar Loans have been determined on the assumption that no such reserve requirements exist or will exist and that such rates do not reflect costs imposed on the Lenders in connection with such reserve requirements.

(b) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Loan made by such Lender or any other fees or amounts payable hereunder (other than taxes imposed on the overall net income or profits of such Lender by the jurisdiction in which such Lender or its Applicable Lending Office has its principal office or is located or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, such Lender or shall impose on such Lender or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such Lender and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) in respect thereof, by an amount deemed by such Lender in its sole discretion to be material, then the Borrowers shall pay as required in Section 5.8(d) such additional amount or amounts as will compensate such Lender for such additional costs or an amount equal to such reduction will be paid to such Lender with respect to the Eurodollar Loans.

(c) If any Lender shall have determined that the applicability of any law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any Applicable Lending Office of such Lender) or such Lender’s holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Loans made by such Lender or such Lender’s holding company pursuant hereto to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy) by an amount deemed by such Lender to be material, then the Borrowers shall pay as required to Section 5.8(d) to such Lender such additional amount or amounts as will compensate such Lender for any such reduction.

(d) A certificate of each Lender setting forth in reasonable detail calculations (together with the basis and assumptions therefor) to establish such amount or amounts as shall be necessary to compensate without duplication such Lender (or participating banks or other entities pursuant to Section 13.3 subject to the limitations set forth therein) under Section 5.8(a) , Section 5.8(b) or Section 5.8(c) shall be delivered to the Agent which shall promptly deliver the same to the Company and such certificate shall be rebuttably presumptive evidence of the amount or amounts which such Lender is entitled to receive. The Borrowers shall pay such Lender the amount shown as due on any such certificate within ten (10) days after its receipt of the same.

(e) Any demand for compensation pursuant to this Section 5.8 must be made on or before one (1) year after the Lender incurs the expense, cost or economic loss referred to or such Lender shall be deemed to have waived the right to such compensation. The protection of this Section 5.8 shall be available to each Lender regardless of any possible contention of the invalidity or inapplicability of any law, regulation or other condition which shall give rise to any demand by such Lender for compensation.

(f) Nothing in this Section 5.8 shall entitle any Lender to receive interest at a rate per annum in excess of the Highest Lawful Rate.

Section 5.9 Change in Legality .

(a) Notwithstanding anything to the contrary herein contained, if any change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan, then, by written notice to the Agent, such Lender may:

(i) declare that Eurodollar Loans will not thereafter be made by such Lender hereunder, whereupon any request by any Borrower for a Eurodollar Borrowing shall, as to such Lender only, be deemed a request for an Alternate Base Rate Loan or a Comerica Prime Rate Loan, as applicable, unless such declaration shall be subsequently withdrawn; and

(ii) require that all outstanding Eurodollar Loans made by it be converted to Alternate Base Rate Loans or Comerica Prime Rate Loans, in which event all such Eurodollar Loans shall be automatically converted to Alternate Base Rate Loans if Acquisition Loans and to Comerica Prime Rate Loans if Floor Plan Loans, as of the effective date of such notice as provided in Section 5.9(b) .

In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the Alternate Base Rate Loans or Comerica Prime Rate Loans, as applicable, made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans.

(b) For purposes of Section 5.9(a) , a notice to the Agent by any Lender shall be effective as to each Eurodollar Loan on the last day of each applicable Interest Period.

Section 5.10 Breakage Costs and Related Matters .

(a) The Borrowers shall indemnify each Lender against any loss or expense which such Lender may sustain or incur as a consequence of (i) any failure by any Borrower to fulfill on the date of any Borrowing hereunder the applicable conditions set forth in ARTICLE VIII , (ii) any failure by any Borrower to borrow, convert or continue hereunder after delivery of a Request for Borrowing, including a Request for Borrowing pursuant to a Draft as described in Section 2.10 or a notice of conversion or continuation has been given pursuant to Section 2.4 , Section 3.3 or Section 5.15 , (iii) any payment, prepayment or conversion of a Eurodollar Loan required by any other provision of this Agreement or otherwise made on a date other than the last day of the applicable Interest Period, (iv) any default in payment or prepayment of the principal amount of any Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, by irrevocable notice of prepayment or otherwise), or (v) the occurrence of any Event of Default, including, but not limited to, any loss or reasonable expense sustained or incurred or to be sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Eurodollar Loan. Such loss or reasonable expense shall include an amount equal to the excess, if any, as reasonably determined by each Lender of (A) its cost of obtaining the funds for the Loan being paid, prepaid or converted or not borrowed (based on the LIBO Rate applicable thereto) for the period from the date of such payment, prepayment or conversion or failure to borrow to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, the Interest Period for such Loan which would have commenced on the date of such failure to borrow) over (B) the amount of interest (as reasonably determined by such Lender) that could be realized by such Lender in reemploying during such period the funds so paid, prepaid or converted or not borrowed. A certificate of each Lender setting forth in reasonable detail calculations (together with the basis and assumptions therefore) to establish any amount or amounts which such Lender is entitled to receive pursuant to this Section 5.10 shall be delivered to the Agent which shall promptly deliver the same to the Company and such certificate shall be rebuttably presumptive evidence of the amount or amounts which such Lender is entitled to receive. Nothing in this Section 5.10 shall entitle any Lender to receive interest in excess of the Highest Lawful Rate.

(b) The provisions of this Section 5.10 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the invalidity or unenforceability of any term or provision of this Agreement or any Note, or any investigation made by or on behalf of any Lender; provided demand for compensation pursuant to Section 5.8 must be made on or before one (1) year after the Lender incurs the expense, cost or economic loss referred to or such Lender shall be deemed to have waived the right to such compensation. All amounts due under this Section 5.10 shall be payable within ten (10) days after receipt of demand therefor.

Section 5.11 Pro Rata Treatment . Except as otherwise provided herein, each Borrowing, each payment or prepayment of principal of the Notes, each payment of interest on such Notes, each other reduction of the principal or interest outstanding under such Notes, however achieved, each payment of the Commitment Fees and each reduction of the Commitments shall be made, as applicable, in accordance with each Lender’s respective (i) Pro Rata Share of Floor Plan Loan Commitments and (ii) Pro Rata Share of Acquisition Loan Commitments.

Section 5.12 Place of Payments .

(a) The Borrowers shall make all payments of principal and interest on any Floor Plan Loan, Swing Line Loan and any Swing Line Overdraft Loan or of the proceeds of the sale of any Motor Vehicle, on the date when due in Dollars to the Floor Plan Agent at the office specified by the Floor Plan Agent. The Borrowers shall make all payments of principal and interest on any Acquisition Loan on the date when due in Dollars to the Agent at JPMorgan Chase Bank, N.A., 712 Main Street, Lobby, Houston, Texas 77002, or by wire transfer to JPMorgan Chase Bank, N.A., ABA#021000021, for credit to account #304-259-322, reference: Group 1 Automotive, Inc., Attn: Leslie Opeyemi. Except as otherwise provided in this Agreement, the Borrowers shall make all payments (including principal of or interest on any Borrowing, the Agency Fee, or any other fees or other amounts) payable hereunder and under any other Loan Document not later than 1:00 p.m., Houston, Texas time in immediately available funds, without setoff or counterclaim.

(b) Whenever any payment (including principal of or interest on any Borrowing or any fees or other amounts) hereunder or under any other Loan Document shall become due, or otherwise would occur, on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest and fees, if applicable; provided , all payments must be made on or before the Maturity Date.

(c) Unless the Agent shall have received notice from a Lender prior to the date of a Borrowing that such Lender will not make available to the Agent its portion of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing. The Agent may, in reliance upon such assumption, make available to the appropriate Person on such date a corresponding amount. If, and to the extent that a Lender shall not have made its portion of a Borrowing available to the Agent, such Lender and the Borrowers severally, agree to pay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Agent until the date such amount is repaid to the Agent (i) in the case of the Borrowers, at the Alternate Base Rate for Acquisition Loans or the Comerica Prime-based Rate for Floor Plan Loans, and (ii) in the case of such Lender, at the Federal Funds Effective Rate. If such Lender shall repay to the Agent such corresponding amount, such amount shall constitute such Lender’s portion of such Borrowing for purposes of this Agreement.

Section 5.13 Sharing of Setoffs . Except as otherwise provided in Section 4.6(b) in connection with the payment of Swing Line Overdraft Loans, each Lender agrees that if it shall, in any manner, including through the exercise of a right of banker’s lien, setoff or counterclaim against any Borrower, or pursuant to a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any Insolvency Proceeding or otherwise, obtain payment (voluntary or involuntary) in respect of the Note held by it as a result of which the unpaid principal portion of the Note held by it shall be proportionately less than the unpaid principal portion of the Note held by any other Lender, it shall be deemed to have simultaneously purchased from such other Lender a participation in the Note held by such other Lender, so that the aggregate unpaid principal amount of the Note and participations in Notes held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Notes then outstanding as the principal amount of the Note held by it prior to such exercise of banker’s lien, setoff or counterclaim was to the principal amount of all Notes outstanding prior to such exercise of banker’s lien, setoff or counterclaim; provided, that if any such purchase or purchases or adjustments shall be made pursuant to this Section 5.13 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest. The Borrowers expressly consent to the foregoing arrangements and agree that any Person holding a participation in a Note under this Section 5.13 may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by any such Borrower to such Lender as fully as if such Lender had made a Loan directly to such Borrower in the amount of such participation.

Section 5.14 Payments Free of Taxes .

(a) Any and all payments by the Borrowers hereunder shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding taxes imposed on the Agent’s, the Floor Plan Agent’s, the Swing Line Bank’s or any Lender’s or any transferee’s, assignee’s or participation holder’s (any such entity a “ Transferee ”) net income and franchise taxes imposed on the Agent, the Floor Plan Agent, the Swing Line Bank or any Lender (or Transferee) by the United States or any jurisdiction under the laws of which it is organized or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “ Taxes ”). If the Borrowers shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to the Lenders (or any Transferee), the Agent, the Floor Plan Agent or the Swing Line Bank then: (i) the sum payable shall be increased by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 5.14 ) such Lender (or Transferee) or the Agent, the Floor Plan Agent or the Swing Line Bank (as the case may be) shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrowers shall make such deductions and (iii) the Borrowers shall pay the full amount deducted to the relevant taxing authority or other Governmental Authority in accordance with applicable law.

(b) In addition, the Borrowers agree to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any other Loan Document which are not excluded under this Section 5.14 (hereinafter referred to as “ Other Taxes ”).

(c) The Borrowers will indemnify each Lender (or Transferee), the Swing Line Bank, the Agent and the Floor Plan Agent for the full amount of Taxes and Other Taxes (including any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 5.14 ) paid by such Lender (or Transferee), the Swing Line Bank, the Agent and the Floor Plan Agent, as the case may be, and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted by the relevant taxing authority or other Governmental Authority. Such indemnification shall be made within thirty (30) days after the date any such Person indemnified hereunder makes written demand therefor, such demand to contain a certificate setting forth the calculations (including all assumptions and the basis therefor) to establish the amount for which indemnity is claimed. If a Lender (or Transferee), the Agent, the Swing Line Bank, or the Floor Plan Agent shall become aware that it is entitled to receive a refund in respect of Taxes or Other Taxes, it shall promptly notify the Company of the availability of such refund and shall, within thirty (30) days after receipt of a request by the Borrowers, apply for such refund at the Company’s expense. If any Lender (or Transferee), the Swing Line Bank, the Agent or the Floor Plan Agent receives a refund in respect of any Taxes or Other Taxes for which such Person has received payment from any of the Borrowers, it shall promptly notify the Company of such refund and shall, within thirty (30) days after receipt of a request by any of the Borrowers (or promptly upon receipt, if any of the Borrowers has requested application for such refund pursuant hereto), repay such refund to the Company, net of all ou