Form 8-K

8-K — GROUP 1 AUTOMOTIVE INC

Accession: 0001193125-26-386882

Filed: 2026-09-10

Period: 2026-09-08

CIK: 0001031203

SIC: 5500 (RETAIL-AUTO DEALERS & GASOLINE STATIONS)

Item: Entry into a Material Definitive Agreement

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — d133710d8k.htm (Primary)

EX-10.1 (d133710dex101.htm)

EX-99.1 (d133710dex991.htm)

GRAPHIC (g133710g0909235831970.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: d133710d8k.htm · Sequence: 1

8-K

GROUP 1 AUTOMOTIVE INC false 0001031203 0001031203 2026-09-08 2026-09-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): September 8, 2026

Group 1 Automotive, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

1-13461

76-0506313

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

730 Town and Country Blvd, Suite 500

Houston, Texas 77024

(Address of Principal Executive Offices, including zip code)

Registrant’s Telephone Number, Including Area Code: (713) 647-5700

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.01 per share

GPI

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company. ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry into a Material Definitive Agreement.

Purchase Agreement

On September 8, 2026, Group 1 Automotive, Inc. (the “Company”) entered into a purchase agreement (the “Purchase Agreement”), by and among the Company, J.P. Morgan Securities LLC, as representative of the initial purchasers listed in Schedule 1 thereto (the “Initial Purchasers”), and the guarantors listed in Schedule 2 thereto (collectively, the “Guarantors”), which provides for the sale by the Company of $625.0 million aggregate principal amount of its 6.250% Senior Notes due 2032 (the “2032 Notes”) and $625.0 million aggregate principal amount of its 6.625% Senior Notes due 2035 (the “2035 Notes” and, together with the 2032 Notes, the “Notes”) to the Initial Purchasers (the “Offering”). The Notes will be sold to investors at par.

The Notes will be guaranteed on an unsecured senior basis (the “Guarantees”) by each of the Guarantors. The closing of the issuance and sale of the Notes is expected to occur on September 22, 2026, subject to customary closing conditions. The Company expects to receive net proceeds of approximately $1,236.0 million from the Offering after deducting the Initial Purchasers’ discounts and commissions and estimated offering expenses. The Company intends to use the net proceeds of the Offering, together with cash on hand, to fund the purchase price for its previously announced acquisition of certain dealership assets and related real estate from Hennessy Automobile Companies, Inc. and certain of its affiliates (the “Hennessy Acquisition”) and to pay related fees and expenses. Because the closing of the Hennessy Acquisition is expected to occur after the closing of the Offering, the Company intends to use the net proceeds, pending the closing of the Hennessy Acquisition, to repay a portion of the outstanding borrowings under the acquisition line under its revolving credit facility, which the Company expects to reborrow at the closing of the Hennessy Acquisition to fund a portion of the purchase price.

If the Hennessy Acquisition is not consummated on or prior to the later of (x) January 6, 2027 (the “Outside Date”) and (y) such date to which the Outside Date under the purchase agreement relating to the Hennessy Acquisition may be extended in accordance with the terms thereof (such later date, the “Special Mandatory Redemption Outside Date”), or upon the occurrence of certain other events, including the termination of the purchase agreement related to the Hennessy Acquisition prior to the Special Mandatory Outside Date, the Company will be required to redeem all of the 2032 Notes then outstanding at a redemption price equal to 100% of the initial issue price thereof, plus accrued and unpaid interest, if any, from the issue date to, but excluding, the redemption date (the “Special Mandatory Redemption”). In that case, the Company intends to use the net proceeds of the offering that are not used to fund the Special Mandatory Redemption to repay borrowings under the Company’s revolving credit facility and for general corporate purposes.

The Notes and Guarantees will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”). The Initial Purchasers intend to resell the Notes to persons reasonably believed to be qualified institutional buyers under Rule 144A of the Securities Act and to persons outside the United States pursuant to Regulation S of the Securities Act.

The Purchase Agreement contains customary representations, warranties and covenants and includes the terms and conditions for the sale of the Notes, indemnification (including indemnification for liabilities under the Securities Act) and contribution obligations and other terms and conditions customary in agreements of this type.

The foregoing summary of the Purchase Agreement set forth in this Item 1.01 does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

The information contained in this Current Report on Form 8-K, including the exhibits, shall not constitute an offer to sell or the solicitation of an offer to buy the Notes nor shall there be any sale of the Notes in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Relationships

Certain of the Initial Purchasers and their affiliates have engaged, and may in the future engage, in investment banking, commercial banking and other financial advisory and commercial dealings with the Company and its

affiliates. In particular, U.S. Bank National Association, an affiliate of U.S. Bancorp Investments, Inc., is the administrative agent under the Company’s Revolving Credit Facility and affiliates of certain of the Initial Purchasers are lenders under the Company’s Revolving Credit Facility. Accordingly, such affiliates will receive a portion of the net proceeds of the Offering. In addition, affiliates of the Initial Purchasers agreed to provide us with interim financing for the Hennessy Acquisition pursuant to a bridge credit agreement. The net proceeds of the Offering will reduce the commitments available to be drawn under such credit agreement on a dollar-for-dollar basis. J.P. Morgan Securities LLC is also acting as financial advisor to the Company in connection with the Hennessy Acquisition.

Item 8.01

Other Events.

On September 8, 2026, the Company issued a press release announcing the pricing of the Offering described in Item 1.01 of this Current Report on Form 8-K. A copy of the press release is filed as Exhibit 99.1 to this report, which is incorporated by reference into this Item 8.01.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.

Description

10.1

Purchase Agreement, dated September 8, 2026, by and among Group 1 Automotive, Inc., J.P. Morgan Securities LLC, as representative of the initial purchasers listed in Schedule 1 thereto, and the guarantors listed in Schedule 2 thereto.

99.1

Press Release of Group 1 Automotive, Inc. dated as of September 8, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Group 1 Automotive, Inc.

Date: September 9, 2026

By:

/s/ Gillian A. Hobson

Name:

Gillian A. Hobson

Title:

Senior Vice President

EX-10.1

Filename: d133710dex101.htm · Sequence: 2

EX-10.1

Exhibit 10.1

Execution Version

$1,250,000,000

GROUP 1

AUTOMOTIVE, INC.

6.250% Senior Notes due 2032

6.625% Senior Notes due 2035

Purchase Agreement

September 8, 2026

J.P. Morgan Securities

LLC

As Representative of the

several Initial Purchasers listed

in Schedule 1 hereto

c/o J.P. Morgan Securities LLC

270 Park Avenue

New York, New York 10017

Ladies and Gentlemen:

Group 1 Automotive, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several initial

purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $625,000,000 aggregate principal amount of its

6.250% Senior Notes due 2032 (the “2032 Notes”) and $625,000,000 aggregate principal amount of its 6.625% Senior Notes due 2035 (the “2035 Notes,” and, together with the 2032 Notes, the

“Securities”). The Securities will be issued pursuant to indentures (the “Indentures”) to be dated as of the Closing Date (as defined below) among the Company, the guarantors listed in Schedule 2 hereto

(the “Guarantors”) and Computershare Trust Company, N.A., as trustee (the “Trustee”), and will be guaranteed on an unsecured senior basis by each of the Guarantors (the “Guarantees”).

On July 30, 2026, the Company entered into a Purchase and Sale Agreement (the “Acquisition Agreement”) with Hennessy

Automobile Companies, Inc., a Georgia corporation, Telalee Partners, Inc., a Georgia corporation, Woodhaven Partners, LLC, a Georgia limited liability company, Woodhaven Partners II, Inc., a Georgia corporation, Hennessy Cadillac, Inc., a Georgia

corporation, Tuxedo Partners, Inc., a Georgia corporation, Valley Partners, Inc., a Georgia corporation, and Berwyn Partners, Inc., a Georgia corporation (collectively, the “Sellers”), and the affiliated real estate holding

entities identified therein (collectively with the Sellers and their respective subsidiaries, the “Selling Entities”), and, solely for certain limited purposes, Peter R. Hennessy, Mark W. Hennessy and Stephen R. Hennessy. The

Selling Entities, collectively, are engaged in (i) the operation of ten automobile dealerships and one collision center located in the greater Atlanta, Georgia market, (ii) owning and leasing real estate related to automobile dealerships

and (iii) selling and providing products and services related to the operation of automobile dealerships and a collision center (collectively, the “Business”). Pursuant to the Acquisition Agreement, the Company will acquire

substantially all of the assets of the Selling Entities that relate to the Business (collectively, the “Acquisition”).

The Securities will be sold to the Initial Purchasers without being registered under the

Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”), in reliance upon an exemption therefrom or in a transaction not subject thereto.

The Company and the Guarantors have prepared a preliminary offering memorandum dated September 8, 2026 (the “Preliminary

Offering Memorandum”) and will prepare an offering memorandum dated the date hereof (the “Offering Memorandum”) setting forth information concerning the Company, the Guarantors, the Securities and the Guarantees. Copies

of the Preliminary Offering Memorandum have been, and copies of the Offering Memorandum will be, delivered by the Company to the Initial Purchasers pursuant to the terms of this purchase agreement (this “Agreement”). The Company

hereby confirms that it has authorized the use of the Preliminary Offering Memorandum, the other Time of Sale Information (as defined below) and the Offering Memorandum in connection with the offering and resale of the Securities by the Initial

Purchasers in the manner contemplated by this Agreement. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Preliminary Offering Memorandum. References herein to the Preliminary Offering Memorandum, the

Time of Sale Information and the Offering Memorandum shall be deemed to refer to and include any document incorporated by reference therein and any reference to “amend,” “amendment” or “supplement” with respect to

the Preliminary Offering Memorandum or the Offering Memorandum shall be deemed to refer to and include any documents filed after such date and incorporated by reference therein.

At or prior to the time when sales of the Securities were first made by the Initial Purchasers (the “Time of Sale”), the

Company had prepared the following information (collectively, the “Time of Sale Information”): the Preliminary Offering Memorandum, as supplemented and amended by the written communications listed on

Annex A hereto.

The Company and the Guarantors hereby confirm their agreement with the several Initial

Purchasers concerning the purchase and resale of the Securities, as follows:

1. Purchase and Resale of the Securities.

(a) The Company agrees to issue and sell the Securities to the several Initial Purchasers as provided in this Agreement, and each Initial

Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amounts of the 2032

Notes and 2035 Notes set forth opposite such Initial Purchaser’s name in Schedule 1 hereto at a price equal to (i) 99.000% of the principal amount of the 2032 Notes, plus accrued interest, if any, from

September 22, 2026 to the Closing Date and (ii) 99.000% of the principal amount of the 2035 Notes, plus accrued interest, if any, from September 22, 2026 to the Closing Date. The

Company will not be obligated to deliver any of the Securities of any series except upon payment for all the Securities of such series to be purchased as provided herein.

(b) The Company understands that the Initial Purchasers intend to offer the Securities for resale on the terms set forth in the Time of Sale

Information. Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that:

(i) it is a

qualified institutional buyer (“QIB”) within the meaning of Rule 144A under the Securities Act (“Rule 144A”) and an accredited investor within the meaning of Rule 501(a) of Regulation D under the Securities Act

(“Regulation D”);

(ii) it has not solicited offers for, or offered or sold, and will

not solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of

Section 4(a)(2) of the Securities Act; and

(iii) it has not solicited offers for, or offered or sold, and will not

solicit offers for, or offer or sell, the Securities as part of their initial offering except:

(A) to persons whom it

reasonably believes to be QIBs in transactions pursuant to Rule 144A and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of such Securities is aware that such sale is being made in reliance

on Rule 144A; or

(B) in accordance with the restrictions set forth in Annex C hereto.

(c) Each Initial Purchaser acknowledges and agrees that the Company and, for purposes of the “no registration” opinions to be

delivered to the Initial Purchasers pursuant to Sections 6(g) and 6(j) hereof, counsel for the Company and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and

warranties of the Initial Purchasers, and compliance by the Initial Purchasers with their agreements, contained in paragraph (b) above (including Annex C hereto), and each Initial Purchaser hereby consents to such

reliance.

(d) The Company acknowledges and agrees that the Initial Purchasers may offer and sell the Securities to or through any

affiliate of an Initial Purchaser and that any such affiliate may offer and sell the Securities purchased by it to or through any Initial Purchaser; provided, however, that any such affiliate shall be subject to the same obligations as

its affiliated Initial Purchaser hereunder, and that such Initial Purchaser shall be liable for any breach of these obligations by such affiliate.

(e) The Company and the Guarantors acknowledge and agree that each Initial Purchaser is

acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantors with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering)

and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Guarantors or any other person. Additionally, neither the Representative nor any other Initial Purchaser is advising the Company, the Guarantors or any other person

as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent

investigation and appraisal of the transactions contemplated hereby, and neither the Representative nor any other Initial Purchaser shall have any responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the

Representative or any Initial Purchaser of the Company, the Guarantors and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representative or such Initial Purchaser,

as the case may be, and shall not be on behalf of the Company, the Guarantors or any other person.

2. Payment and Delivery.

(a) Payment for and delivery of the Securities will be made at the offices of Simpson Thacher & Bartlett LLP, 425 Lexington Avenue,

New York, New York 10017 at 10:00 A.M., New York City time, on September 22, 2026, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Company may agree

upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date.”

(b)

Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representative against delivery to the nominee of The Depository Trust Company (“DTC”), for

the account of the Initial Purchasers, of one or more global notes representing the Securities of each series (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly

paid by the Company. The Global Note will be made available for inspection by the Representative not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.

3. Representations and Warranties of the Company and the Guarantors. The Company and the Guarantors, jointly and severally, represent

and warrant to each Initial Purchaser that, as of the date hereof and as of the Closing Date, in each case except to the extent that any representation and warranty expressly relates to a particular date:

(a) Preliminary Offering Memorandum, Time of Sale Information and Offering Memorandum. The Preliminary Offering Memorandum, as of its

date, did not, the Time of Sale Information, at the Time of Sale, did not, and at the Closing Date, will not, and the Offering Memorandum, in the form first used by the Initial Purchasers to confirm sales of the Securities and as of the Closing

Date, will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the

statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and the Guarantors make no representation or warranty with

respect to any statements or omissions made in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through you expressly for use in the Preliminary Offering

Memorandum, the Time of Sale Information or the Offering Memorandum, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in

Section 7(b) hereof.

(b) Additional Written Communications. The Company and the Guarantors (including

their agents and representatives, other than the Initial Purchasers in their capacity as such) have not prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any written communication that

constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company and the Guarantors or their agents and representatives (other than a communication referred to in clauses (i) and

(ii) below) an “Issuer Written Communication”) other than (i) the Preliminary Offering Memorandum, (ii) the Offering Memorandum, (iii) the documents listed on Annex A hereto, including

a pricing term sheet substantially in the form of Annex B hereto, which constitute part of the Time of Sale Information, and (iv) any electronic road show or other written communications, in each case used in

accordance with Section 4(c) hereof. Each such Issuer Written Communication, when taken together with the Time of Sale Information at the Time of Sale, did not, and at the Closing Date will not, include any untrue statement

of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and the Guarantors make no

representation or warranty with respect to any statements or omissions made in each such Issuer Written Communication in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company in writing by such

Initial Purchaser through the Representative expressly for use in any Issuer Written Communication, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in

Section 7(b) hereof.

Information and the Offering Memorandum, when they were filed with the Securities and Exchange Commission (the “Commission”), conformed in all material respects to the requirements of the Securities Exchange Act of 1934, as

amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), and none of such documents included an untrue statement of a material fact or omitted to state a material fact necessary in order to

make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Offering Memorandum, when such documents are filed with the

Commission, will conform in all material respects to the requirements of the Exchange Act, and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light

of the circumstances under which they were made, not misleading.

(d) Financial Statements. The financial statements, and the related notes thereto, of

the Company included or incorporated by reference in the Time of Sale Information and the Offering Memorandum present fairly, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries as of the

dates indicated and the results of their operations and the changes in their consolidated cash flows for the periods specified; and said financial statements have been prepared in conformity with United States generally accepted accounting

principles and practices applied on a consistent basis throughout the periods covered thereby, except as described in the notes to such financial statements; and the other financial and statistical information and any other financial data included

or incorporated by reference in each of the Time of Sale Information and the Offering Memorandum present fairly, in all material respects, the information purported to be shown thereby at the respective dates or for the respective periods to which

they apply and, to the extent that such information is set forth in or has been derived from the financial statements and accounting books and records of the Company, have been prepared on a basis consistent with such financial statements and the

books and records of the Company. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in each of the Preliminary Offering Memorandum, the Time of Sale Information and the Offering Memorandum fairly

presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto.

(e) No Material Adverse Change. Since the date of the most recent financial statements of the Company included or incorporated by

reference in each of the Time of Sale Information and the Offering Memorandum, (i) there has not been any material change in the capital stock or material increase in long-term debt of the Company and its subsidiaries taken as a whole (other

than floor plan borrowings in the ordinary course of business), or any issuance of any options, warrants, convertible securities or rights to purchase capital stock of the Company (other than for the issuance of options of the Company under the

Company’s stock option and other similar officer, director or employee benefit plans existing on or prior to the date of this Agreement), or any material adverse change, or any development involving a prospective material adverse change, in or

affecting the business, financial position, stockholders’ equity or results of operations of the Company and its subsidiaries, taken as a whole, nor have there been any dividends declared or paid except for quarterly dividends paid on the

Company’s common stock in the ordinary course; and (ii) neither the Company nor any of its subsidiaries has entered into any transaction or agreement that is material to the Company and its subsidiaries, taken as a whole, except in each

case as otherwise disclosed in each of the Time of Sale Information and the Offering Memorandum. Neither the Company nor any of its subsidiaries has sustained any material loss or interference with its business from fire, explosion, flood or other

calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, except in each case as otherwise disclosed in each of the Time

of Sale Information and the Offering Memorandum.

(f) Organization and Good Standing. The Company and each of its subsidiaries have

been organized and are validly existing and in good standing under the laws of their respective jurisdictions of organization, are duly qualified to do business and are in good standing in each jurisdiction in which their respective ownership or

lease of property or the conduct of their respective businesses requires such qualification, and have all corporate or other power and authority necessary to own or hold their respective properties and to conduct the businesses in which they are

engaged, except where the failure to be so qualified, in good standing or to have such power or authority would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, financial position,

stockholders’ equity or results of operations of the Company and its subsidiaries taken as a whole or on the performance by the Company and the Guarantors of their obligations under this Agreement, the Securities and the Guarantees (a

“Material Adverse Effect”); and all the outstanding shares of capital stock or other equity interests of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable, are owned directly or indirectly by the Company, free and clear of all liens, charges, encumbrances, equities, security interests, restrictions on voting or transfer or any other claims of any third

party (collectively, “Liens”), except as disclosed in each of the Time of Sale Information and Offering Memorandum or where any failure of the capital stock or other equity interests of any subsidiary of the Company to be duly and

validly authorized and issued, fully paid and non-assessable, or owned directly or indirectly or free and clear of all Liens would not, individually or in the aggregate, reasonably be expected to have a

Material Adverse Effect.

(g) Capitalization. As of June 30, 2026, the Company had or would have had, on a consolidated

historical and as-adjusted basis, the capitalization as set forth in each of the Time of Sale Information and the Offering Memorandum under the caption “Capitalization” and all of the outstanding

shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable (except, in the case of any foreign subsidiary, for directors’ qualifying

shares or as otherwise described in each of the Time of Sale Information and the Offering Memorandum).

(h) Due Authorization. The

Company has full right, power and authority to execute and deliver this Agreement, the Securities and the Indentures and each of the Guarantors has full right, power and authority to execute and deliver this Agreement and the Indentures (including

each Guarantee set forth therein) (this Agreement, the Securities and the Indentures (including each Guarantee set forth therein), collectively, the “Transaction Documents”) and the Company and each of the Guarantors have full

right, power and authority to perform their respective obligations under the Transaction Documents; and all action required to be taken by the Company and each of the Guarantors for the due and proper authorization, execution and delivery of each of

the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby has been duly and validly taken.

(i) This Purchase Agreement. This Agreement has been duly authorized, executed and delivered by the Company and each of the Guarantors.

(j) The Indentures. The Indentures have been duly authorized by the Company and each

of the Guarantors and on the Closing Date will be duly executed and delivered by the Company and each of the Guarantors and, when duly executed and delivered in accordance with their terms by each of the parties thereto, the Indentures will

constitute a valid and legally binding agreement of the Company and each of the Guarantors enforceable against the Company and each of the Guarantors in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency,

reorganization, laws relating to fraudulent conveyance, moratorium and laws of general applicability relating to or affecting creditors’ rights and general equity principles and an implied covenant of good faith (collectively, the

“Enforceability Exceptions”).

(k) The Securities and the Guarantees. The Securities have been duly authorized

by the Company and, when duly executed, authenticated, issued and delivered as provided in the Indentures and paid for as provided herein, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of

the Company enforceable against the Company in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the applicable Indenture; and the Guarantees have been duly authorized by each of the

Guarantors and, when the Securities have been duly executed, authenticated, issued and delivered as provided in the Indentures and paid for as provided herein, will be valid and legally binding obligations of each of the Guarantors, enforceable

against each of the Guarantors, as applicable, in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the applicable Indenture.

(l) Descriptions of the Transaction Documents. Each Transaction Document conforms in all material respects to the description thereof

contained in each of the Time of Sale Information and the Offering Memorandum.

(m) No Violation or Default. Neither the Company

nor any of its subsidiaries is (i) in violation of its charter or bylaws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the

due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company

or any of its subsidiaries is bound or to which any property or asset of the Company or any of its subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or

governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(n) No Conflicts. The execution, delivery and performance by the Company and each of the Guarantors of each of the Transaction

Documents to which each is a party, the issuance and sale of the Securities and the issuance of the Guarantees and compliance by the Company and each of the Guarantors with the terms thereof and the consummation of the transactions contemplated by

the Transaction Documents will not

(i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the termination, modification or acceleration of, or

result in the creation or imposition of any lien, charge or encumbrance upon any property or asset of the Company or any of its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to

which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any property or asset of the Company or any of its subsidiaries is subject, (ii) result in any violation of the

provisions of the charter or bylaws or similar organizational documents of the Company or any of its subsidiaries or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or

governmental or regulatory authority applicable to the Company and its subsidiaries, except, in the case of clauses (i) and (iii) above, for any such conflict, breach, violation, default or Lien that would not, individually or in the

aggregate, reasonably be expected to have a Material Adverse Effect.

(o) No Consents Required. Except as disclosed in each of the

Time of Sale Information and the Offering Memorandum, no consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and

performance by the Company and each of the Guarantors of each of the Transaction Documents to which each is a party, the issuance and sale of the Securities and the issuance of the Guarantees and compliance by the Company and each of the Guarantors

with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for (i) such as have been, or will have been prior to the Closing Date, obtained and such consents, approvals, authorizations,

orders and registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and resale of the Securities by the Initial Purchasers and (ii) such consents, approvals, authorizations,

orders and registrations or qualifications for which the failure to obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(p) Legal Proceedings. Except as described in each of the Time of Sale Information and the Offering Memorandum, there are no legal,

governmental or regulatory proceedings pending to which the Company or any of its subsidiaries is a party or of which any property or asset of the Company or any of its subsidiaries is the subject which, if determined adversely to the Company or any

of its subsidiaries would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and, to the knowledge of the Company and the Guarantors, no such proceedings are threatened or contemplated by governmental or

regulatory authorities or threatened by others.

(q) Independent Accountants. Deloitte & Touche LLP has audited certain

financial statements of the Company and its subsidiaries and are independent public accountants with respect to the Company and its subsidiaries within the applicable rules and regulations adopted by the Commission and the Public Company Accounting

Oversight Board (United States) and as required by the Securities Act.

(r) Real and Personal Property. The Company and its subsidiaries have good title to,

or have rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all Liens except such as are described in each of

the Time of Sale Information and the Offering Memorandum and that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) would not, individually or in the

aggregate, reasonably be expected to have a Material Adverse Effect.

(s) Intellectual Property. (i) To the knowledge of the

Company and the Guarantors, the Company and its subsidiaries own or have the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, domain names and other source

indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and

proprietary rights (collectively, “Intellectual Property”) used in the conduct of their respective businesses; (ii) to the knowledge of the Company and any Guarantor, the Company and its subsidiaries’ conduct of their

respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any claim relating to Intellectual Property;

and (iv) to the knowledge of the Company and any Guarantor, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person.

(t) Dealer Agreements. Except as described in each of the Time of Sale Information and the Offering Memorandum, the Company or, if

applicable, a subsidiary of the Company, has entered into a dealer agreement with each of the manufacturers listed on Schedule 3 hereto (collectively, the “Dealer Agreements”), each of which has been duly

authorized, executed and delivered by the Company or the applicable subsidiary, is in full force and effect and constitutes the valid and binding agreement between the parties thereto, enforceable in accordance with its terms, subject to the

Enforceability Exceptions and applicable federal and state franchise laws except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as would not, individually or in the aggregate,

reasonably be expected to have a Material Adverse Effect, the Company or the applicable subsidiaries are in compliance with all terms and conditions of the Dealer Agreements, and, to the knowledge of the Company and the Guarantors, there has not

occurred any default under any of the Dealer Agreements or any event that with the giving of notice or the lapse of time would constitute a default thereunder.

(u) Investment Company Act. Neither the Company nor any of the Guarantors is, and after giving effect to the offering and sale of the

Securities and the issuance of the Guarantees and the application of the proceeds thereof as described in each of the Time of Sale Information and the Offering Memorandum, none of them will be required to register as an “investment

company” within the meaning of the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “Investment Company Act”).

(v) Taxes. Except to the extent the failure to pay taxes or file tax returns would

not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and its subsidiaries have paid all federal, state, local and foreign taxes and filed all tax returns required to be paid or filed through

the date hereof; and except as otherwise disclosed in each of the Time of Sale Information and the Offering Memorandum, there is no tax deficiency that has been, or could reasonably be expected to be, asserted against the Company or any of its

subsidiaries or any of their respective properties or assets that would have, individually or in the aggregate, a Material Adverse Effect.

(w) Licenses and Permits. The Company and its subsidiaries have all licenses, franchises, permits, authorizations, approvals and orders

of and from all governmental and regulatory authorities that are necessary for the ownership, lease or operation of their respective properties or the conduct of their respective businesses as described in each of the Time of Sale Information and

the Offering Memorandum except for such licenses, franchises, permits, authorizations, approvals and orders, the failure to obtain which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as

described in each of the Time of Sale Information and the Offering Memorandum, neither the Company nor any of its subsidiaries has received notice of any revocation or modification of any such license, franchise, permit, authorization, approval or

order or has any reason to believe that any such license, franchise, permit, authorization, approval or order will not be renewed in the ordinary course, except for such notices of revocations or modifications, the receipt of which would not,

individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(x) No Labor Disputes. No labor

disturbance by or dispute with employees of the Company or any of its subsidiaries exists or, to the knowledge of the Company and the Guarantors, is contemplated or threatened. Neither the Company nor any of its subsidiaries has received any written

notice of cancellation or termination with respect to any collective bargaining agreement to which it is a party.

(y) Compliance With

Environmental Laws. Except as disclosed in each of the Time of Sale Information and the Offering Memorandum, (i) the Company and its subsidiaries have obtained all permits, licenses and other authorizations required by applicable federal,

state, local and foreign environmental law and regulation in order to conduct their businesses currently conducted and as described in each of the Time of Sale Information and the Offering Memorandum, and are conducting such businesses in compliance

with such permits, licenses and authorizations and with applicable environmental laws and regulations, except where such failure to obtain such permits, licenses and authorizations, such failure to be in compliance with such permits, licenses,

authorizations, or such failure to comply with such laws and regulations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) neither the Company nor any of its subsidiaries is in violation

of any applicable federal, state, local or foreign law or regulation relating to the protection of the environment (including natural resources), or the storage, handling, disposal, release or transportation of or exposure to hazardous or toxic

materials, substances or

wastes, pollutants or contaminants (including petroleum and petroleum products), which violation would reasonably be expected to have a Material Adverse Effect. Except as disclosed in each of the

Time of Sale Information and the Offering Memorandum, (i) there are no proceedings that are pending, or, to the knowledge of the Company, contemplated, against the Company or any of its subsidiaries under any applicable environmental laws or

regulations, other than such proceedings that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and, to the extent such proceedings involve a governmental entity as a party, which would both not,

individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and regarding which it is reasonably believed no monetary sanctions of $300,000 or more will be imposed and (ii) to the knowledge of the Company, there

are no issues regarding compliance with applicable environmental laws and regulations, or liabilities or other obligations under applicable environmental laws and regulations or concerning hazardous or toxic materials, substances or wastes,

pollutants or contaminants (including petroleum and petroleum products), that would reasonably be expected to have a Material Adverse Effect.

(z) Compliance with ERISA. Except in each case with respect to the events or conditions that follow, as would not reasonably be

expected, individually or in the aggregate, to have a Material Adverse Effect: (i) each employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended

(“ERISA”), for which the Company or any member of its “Controlled Group” (defined as any entity, whether or not incorporated, that is under common control with the Company within the meaning of Section 4001(a)(14)

of ERISA or any entity that would be regarded as a single employer with the Company under Section 414(b),(c),(m) or (o) of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each, a

“Plan”) has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Code; (ii) no prohibited transaction, within

the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan, excluding transactions effected pursuant to a statutory or administrative exemption; (iii) for each Plan that is subject to the

funding rules of Section 412 of the Code or Section 302 of ERISA, no Plan has failed (whether or not waived), or is reasonably expected to fail, to satisfy the minimum funding standards (within the meaning of Section 302 of ERISA or

Section 412 of the Code) applicable to such Plan; (iv) no Plan is, or is reasonably expected to be, in “at risk status” (within the meaning of Section 303(i) of ERISA), and no Plan that is a “multiemployer

plan” within the meaning of Section 4001(a)(3) of ERISA is in “endangered status” or “critical status” (within the meaning of Section 305 of ERISA); (v) the fair market value of the assets of each Plan

exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan); (vi) no “reportable event” (within the meaning of Section 4043(c) of ERISA and the regulations

promulgated thereunder) has occurred or is reasonably expected to occur, excluding any reportable event for which notice is waived pursuant to DOL Reg. § 4043; (vii) each Plan that is intended to be qualified under Section 401(a) of

the Code is so qualified, and, to the knowledge of the Company and the Guarantors, nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification; (viii) neither the Company nor any

member of the Controlled Group has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit

Guaranty Corporation, in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA); and (ix) none of the following events has occurred or

is reasonably likely to occur: (A) a material increase in the aggregate amount of contributions required to be made to all Plans by the Company or its Controlled Group affiliates in the current fiscal year of the Company and its Controlled

Group affiliates compared to the amount of such contributions made in the Company’s and its Controlled Group affiliates’ most recently completed fiscal year; or (B) a material increase in the Company and its subsidiaries’

“accumulated post-retirement benefit obligations” (within the meaning of Accounting Standards Codification Topic 715-60) compared to the amount of such obligations in the Company and its

subsidiaries’ most recently completed fiscal year.

(aa) Disclosure Controls. The Company and its subsidiaries maintain an

effective system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in

reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, including controls and procedures designed to ensure that such

information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure. The Company and its subsidiaries have carried out evaluations of the effectiveness of their

disclosure controls and procedures as required by Rule 13a-15 of the Exchange Act.

(bb)

Accounting Controls. The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the

requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the

reliability of financial reporting and the preparation of financial statements for external purposes in accordance with United States generally accepted accounting principles. The Company and its subsidiaries maintain a system of internal accounting

controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial

statements in conformity with United States generally accepted accounting principles and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization;

(iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) the interactive data in eXtensible Business Reporting Language

included or incorporated by reference in each of the Preliminary Offering Memorandum, the Time of Sale Information and the Offering Memorandum is prepared in accordance with the Commission’s rules and guidelines applicable thereto. Except as

disclosed in each of the Time of Sale Information and the Offering Memorandum, there are no material weaknesses or significant deficiencies in the Company’s internal controls over financial reporting.

(cc) No Restrictions on Subsidiaries. No subsidiary of the Company is currently

prohibited, directly or indirectly, under any agreement or other instrument to which it is a party or is subject, from paying any dividends to the Company, from making any other distribution on such subsidiary’s capital stock or similar

ownership interest, from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary’s properties or assets to the Company or any other subsidiary of the Company, except for any

such restrictions (i) contained in the Revolving Credit Facility (as defined in the Time of Sale Information and the Offering Memorandum), as described in each of the Time of Sale Information and the Offering Memorandum, (ii) contained in

the indenture governing the 2028 Senior Notes (as defined in the Time of Sale Information and the Offering Memorandum), as described in each of the Time of Sale Information and the Offering Memorandum, (iii) contained in the indenture governing

the 2030 Senior Notes (as defined in the Time of Sale Information and the Offering Memorandum), as described in each of the Time of Sale Information and the Offering Memorandum, or (iv) that will be permitted by the Indentures.

(dd) No Unlawful Payments. Neither the Company nor any of its subsidiaries, nor to the knowledge of the Company and each Guarantor, any

director, officer or employee of the Company or any of its subsidiaries nor, to the knowledge of the Company and each of the Guarantors, any agent, affiliate or other person associated with or acting on behalf of the Company or any of its

subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of

any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an

official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended,

or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom, or any other

applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment,

kickback or other unlawful or improper payment or benefit. The Company and its subsidiaries have instituted, maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption

laws.

(ee) Compliance with Money Laundering Laws. The operations of the Company and its

subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements, including those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the applicable money

laundering statutes of all jurisdictions where the Company or any of its subsidiaries conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any

governmental or regulatory agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental or regulatory agency, authority or body or any arbitrator involving the Company

or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company or any of the Guarantors, threatened.

(ff) No Conflicts with Sanctions Laws. None of the Company, any of its subsidiaries, or, to the knowledge of the Company or any of the

Guarantors, any director, officer, employee, agent, affiliate or representative of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government (including, without

limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or

“blocked person”), the United Nations Security Council (“UNSC”), the European Union and His Majesty’s Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”) nor is the

Company, any of its subsidiaries or any of the Guarantors located, organized or resident in a country or territory that is the subject or target of Sanctions, including, as of the date hereof, the Crimea region, the

so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, and the non-government controlled areas

of the Kherson and Zaporizhzhia regions of Ukraine, Cuba, Iran and North Korea (each, a “Sanctioned Country”); and the Company will not directly or knowingly indirectly use the proceeds of the offering of the Securities hereunder, or

lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity to (i) fund or facilitate any activities of or business with any person or entity that, at the time of such funding or

facilitation, is the subject or target of Sanctions, (ii) fund or facilitate any activities of or business in any Sanctioned Country, or (iii) in any other manner that will result in a violation by any person or entity (including any

person or entity participating in the transaction, whether as initial purchaser, advisor, investor or otherwise) of Sanctions. Since April 24, 2019, the Company and its subsidiaries have not to their knowledge engaged in and are not now

knowingly engaged in any dealings or transactions with any person or entity that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

(gg) Solvency. On and immediately after the Closing Date, the Company and each Guarantor (after giving effect to the issuance and sale

of the Securities, the issuance of the Guarantees and the other transactions related thereto as described in each of the Time of Sale Information and the Offering Memorandum) will be Solvent. As used in this paragraph, the term

“Solvent” means, with respect to a particular date and entity, that on such date (i) the fair value (and present fair saleable value) of the assets of such entity is not less than the total amount required to pay the probable

liability of such entity on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured; (ii) such entity is able to realize upon its assets and

pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business; (iii) assuming consummation of the issuance and

sale of the Securities and the issuance of the Guarantees as contemplated by this Agreement, the Time of Sale Information and the Offering Memorandum, such entity does not have, intend to incur or believe that it will incur debts or liabilities

beyond its ability to pay as such debts and liabilities mature; (iv) such entity is not engaged in any business or transaction, and does not propose to engage in any business or transaction, for which its property would constitute unreasonably

small capital; and (v) such entity is not a defendant in any civil action that would result in a judgment that such entity is or would become unable to satisfy.

(hh) Rule 144A Eligibility. On the Closing Date, the Securities will not be of the same class as securities listed on a national

securities exchange registered under Section 6 of the Exchange Act or quoted in an automated inter-dealer quotation system; and each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its respective date, includes or will

include all the information that, if requested by a prospective purchaser of the Securities, would be required to be provided to such prospective purchaser pursuant to Rule 144A(d)(4) under the Securities Act.

(ii) No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) has, directly or

through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require

registration of the Securities under the Securities Act.

(jj) No General Solicitation or Directed Selling Efforts. None of the

Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no representation is made) has (i) solicited offers for, or offered or sold, the Securities by means of any form

of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act or (ii) engaged in any directed

selling efforts within the meaning of Regulation S under the Securities Act (“Regulation S”), and all such persons have complied with the offering restrictions requirement of Regulation S.

(kk) Securities Law Exemptions. Assuming the accuracy of the representations and warranties of the Initial Purchasers contained in

Section 1(b) hereof (including Annex C hereto) and their compliance with their agreements set forth therein, it is not necessary, in connection with the issuance and sale of the Securities to the

Initial Purchasers and the offer, resale and delivery of the Securities by the Initial Purchasers in the manner contemplated by this Agreement, the Time of Sale Information and the Offering Memorandum, to register the Securities under the Securities

Act or to qualify the Indentures under the Trust Indenture Act of 1939, as amended.

(ll) No Stabilization. Neither the Company nor

any of the Guarantors has taken, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Securities.

(mm) Margin Rules. Neither the issuance, sale and delivery of the Securities nor the

application of the proceeds thereof by the Company as described in each of the Time of Sale Information and the Offering Memorandum will violate Regulation T, U or X of the Board of Governors of the Federal Reserve System or any other regulation of

such Board of Governors.

(nn) Cybersecurity; Data Protection. The Company and its subsidiaries’ information technology

assets and equipment, computers, systems, networks, hardware, software, websites, applications and databases (collectively, “IT Systems”) are adequate in all material respects for, and operate and perform in all material respects

as required in connection with, the operation of the business of the Company and its subsidiaries as currently conducted, and, to the knowledge of the Company and any Guarantor, free and clear of all material bugs, errors, defects, Trojan horses,

time bombs, malware and other corruptants. The Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures and safeguards designed to maintain and to protect their material confidential

information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal or personally identifiable data (collectively, “Personal Data”)) used in connection with their

businesses, and there have, to the knowledge of the Company or any Guarantor, been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty

to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its subsidiaries are presently in material compliance with all applicable laws or statutes and all applicable and mandatory

judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal written policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the

protection of such IT Systems and Personal Data from unauthorized use, access or modification.

(oo) Acquisition Agreement

Representations. To the knowledge of the Company, (i) the representations and warranties of the Selling Entities made in the Acquisition Agreement are true and correct in all material respects as of the date hereof, except to the extent

such representations and warranties are (A) made as of another date, in which case, such representations and warranties shall be true and correct in all respects as of that date, in each case, with the same force and effect as if made as of the

date hereof and (B) qualified by a materiality or “Material Adverse Effect” qualifier in the Acquisition Agreement, in which case they are true and correct as of the date hereof, in each case, subject to the qualifications set forth

in the Acquisition Agreement and (ii) the Selling Entities have complied in all material respects with the covenants in the Acquisition Agreement applicable to them and required to be complied with by them as of the date hereof. Nothing has

come to the attention of the Company that would cause it to reasonably believe that the Acquisition will not be consummated substantially in accordance with the terms of the Acquisition Agreement.

(pp) Acquisition Agreement. (i) The Company has all requisite corporate power

and authority to consummate the Acquisition and to enter into and perform its obligations under the Acquisition Agreement, and (ii) the Acquisition Agreement has been duly and validly authorized, executed and delivered by the Company and,

assuming due authorization, execution and delivery by the other parties thereto, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by

applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability.

4. Further Agreements of the Company and the Guarantors. The Company and the Guarantors jointly and severally covenant and agree with

each Initial Purchaser that:

(a) Delivery of Copies. The Company will deliver, without charge, to the Initial Purchasers as many

copies of the Preliminary Offering Memorandum, any other Time of Sale Information, any Issuer Written Communication and the Offering Memorandum (including all amendments and supplements thereto) as the Representative may reasonably request.

(b) Offering Memorandum, Amendments or Supplements. Before finalizing the Offering Memorandum or making or distributing any amendment

or supplement to any of the Time of Sale Information or the Offering Memorandum or filing with the Commission prior to the later of the Closing Date and the date on which all of the Securities have been sold by the Initial Purchasers, any document

that will be incorporated by reference therein, the Company will furnish to the Representative and counsel for the Initial Purchasers a copy of the proposed Offering Memorandum or such amendment or supplement or document to be incorporated by

reference therein for review, and will not distribute any such proposed Offering Memorandum, amendment or supplement or file any such document with the Commission to which the Representative reasonably objects.

(c) Additional Written Communications. Before making, preparing, using, authorizing, approving or referring to any Issuer Written

Communication, the Company and the Guarantors will furnish to the Representative and counsel for the Initial Purchasers a copy of such written communication for review and will not make, prepare, use, authorize, approve or refer to any such written

communication to which the Representative reasonably objects.

(d) Notice to the Representative. The Company will advise the

Representative promptly, and confirm such advice in writing, (i) of the issuance by any governmental or regulatory authority of any order preventing or suspending the use of any of the Time of Sale Information, any Issuer Written Communication

or the Offering Memorandum or the initiation or, to the Company’s and the Guarantors’ knowledge, threatening of any proceeding for that purpose; (ii) of the occurrence of any event at any time prior to the completion of the initial

offering of the Securities as a result of which any of the Time of Sale Information, any Issuer Written Communication or the Offering Memorandum, as then amended or supplemented, would include any untrue statement of a material fact or omit to state

a material fact necessary in order to make the statements therein, in the

light of the circumstances existing when such Time of Sale Information, Issuer Written Communication or the Offering Memorandum is delivered to a purchaser, not misleading; and (iii) of the

receipt by the Company of any notice with respect to (A) any suspension of the qualification of the Securities for offer and sale in any jurisdiction or (B) the initiation or threatening of any proceeding for such purpose; and the Company

will use its reasonable best efforts to prevent the issuance of any such order preventing or suspending the use of any of the Time of Sale Information, any Issuer Written Communication or the Offering Memorandum or suspending any such qualification

of the Securities and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

(e) Time of Sale

Information. If at any time prior to the Closing Date (i) any event shall occur or condition shall exist as a result of which any of the Time of Sale Information, as then amended or supplemented, would include any untrue statement of a

material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (ii) it is necessary to amend or supplement the Time of Sale

Information to comply with law, the Company will promptly notify the Initial Purchasers thereof and forthwith prepare and, subject to Section 4(b) hereof, furnish to the Initial Purchasers such amendments or supplements to

the Time of Sale Information (or any document to be filed with the Commission and incorporated by reference therein) as may be necessary so that the statements in any of the Time of Sale Information as so amended or supplemented (including such

documents to be incorporated by reference therein) will not, in the light of the circumstances under which they were made, be misleading or so that any of the Time of Sale Information will comply with law.

(f) Ongoing Compliance of the Offering Memorandum. If at any time prior to the completion of the initial offering of the Securities

(i) any event shall occur or condition shall exist as a result of which the Offering Memorandum, as then amended or supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary in order to

make the statements therein, in the light of the circumstances existing when the Offering Memorandum is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Offering Memorandum to comply with law, the

Company will promptly notify the Initial Purchasers thereof and forthwith prepare and, subject to Section 4(b) hereof, furnish to the Initial Purchasers such amendments or supplements to the Offering Memorandum (or any

document to be filed with the Commission and incorporated by reference therein) as may be necessary so that the statements in the Offering Memorandum as so amended or supplemented (including such document to be incorporated by reference therein)

will not, in the light of the circumstances existing when the Offering Memorandum is delivered to a purchaser, be misleading or so that the Offering Memorandum will comply with law.

(g) Blue Sky Compliance. The Company will qualify the Securities for offer and sale under the securities or Blue Sky laws of such

jurisdictions as the Representative shall reasonably request and will continue such qualifications in effect so long as required for the offering and resale of the Securities; provided that neither the Company nor any of the Guarantors shall

be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any

such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

(h) Clear Market. During the period from the date hereof through and including the

date that is 60 days after the date hereof, the Company and each of the Guarantors will not, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by

the Company or any of the Guarantors and having a tenor of more than one year.

(i) Use of Proceeds. The Company will apply the net

proceeds from the sale of the Securities as described in each of the Time of Sale Information and the Offering Memorandum under the heading “Use of proceeds.”

(j) Supplying Information. While the Securities remain outstanding and are “restricted securities” within the meaning of

Rule 144(a)(3) under the Securities Act, the Company and each of the Guarantors will, during any period in which the Company is not subject to and in compliance with Section 13 or 15(d) of the Exchange Act, furnish to holders of the Securities

and prospective purchasers of the Securities designated by such holders, upon the request of such holders or such prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

(k) DTC. The Company will assist the Initial Purchasers in arranging for the Securities to be eligible for clearance and settlement

through DTC.

(l) No Resales by the Company. The Company will not, and will not permit any of its affiliates (as defined in Rule

144 under the Securities Act) to, resell any of the Securities that have been acquired by any of them, except for Securities purchased by the Company or any of its affiliates and resold in a transaction registered under the Securities Act.

(m) No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) will, directly or

through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require

registration of the Securities under the Securities Act.

(n) No General Solicitation or Directed Selling Efforts. None of the

Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of

general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act or (ii) engage in any directed

selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.

(o) No Stabilization. Neither the Company nor any of the Guarantors will take,

directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Securities.

5. Certain Agreements of the Initial Purchasers. Each Initial Purchaser hereby represents and agrees that it has not and will not use,

authorize use of, refer to or participate in the planning for use of, any written communication that constitutes an offer to sell or the solicitation of an offer to buy the Securities other than (i) the Preliminary Offering Memorandum and the

Offering Memorandum, (ii) any written communication that contains either (A) no “issuer information” (as defined in Rule 433(h)(2) under the Securities Act) or (B) “issuer information” that was included

(including through incorporation by reference) in the Time of Sale Information or the Offering Memorandum, (iii) any written communication listed on Annex A or prepared pursuant to

Section 4(c) hereof (including any electronic road show), (iv) any written communication prepared by such Initial Purchaser and approved by the Company and the Representative in advance in writing or (v) any

written communication relating to or that contains the preliminary or final terms of the Securities or their offering and/or other information that was included (including through incorporation by reference) in the Time of Sale Information or the

Offering Memorandum.

6. Conditions of Initial Purchasers’ Obligations. The obligation of each Initial Purchaser to purchase

the Securities on the Closing Date as provided herein is subject to the performance by the Company and each of the Guarantors of their respective covenants and other obligations hereunder and to the following additional conditions:

(a) Representations and Warranties. The representations and warranties of the Company and the Guarantors contained herein shall be true

and correct on the date hereof and on and as of the Closing Date; and the statements of the Company, the Guarantors and their respective officers made in any certificates delivered pursuant to this Agreement shall be true and correct on and as of

the Closing Date.

(b) No Downgrade. Subsequent to the earlier of (i) the Time of Sale and (ii) the execution and

delivery of this Agreement, (A) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries by any “nationally

recognized statistical rating organization,” as such term is defined under Section 3(a)(62) under the Exchange Act, and (B) no such organization shall have publicly announced that it has under surveillance or review, or has changed

its outlook with respect to, its rating of the Securities or of any other debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible

upgrading).

type described in Section 3(e) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (excluding any amendment or supplement thereto) and the Offering

Memorandum (excluding any amendment or supplement thereto) and the effect of which in the reasonable judgment of the Representative makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms

and in the manner contemplated by this Agreement, the Time of Sale Information and the Offering Memorandum.

(d) Officer’s Certificate. The Representative shall have received on and as of

the Closing Date a certificate of an executive officer of the Company and of each Guarantor who has specific knowledge of the Company’s or such Guarantor’s financial matters and is satisfactory to the Representative (i) confirming

that such officer has carefully reviewed the Time of Sale Information and the Offering Memorandum and, to the knowledge of such officer, the representations set forth in Sections 3(a) and 3(b) hereof are true and

correct, (ii) confirming that the other representations and warranties of the Company and the Guarantors in this Agreement are true and correct and that the Company and the Guarantors have complied with all agreements and satisfied all

conditions on their part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in Section 6(b) and Section 6(c) hereof.

(e) Comfort Letters. On the date of this Agreement and on the Closing Date, Deloitte & Touche LLP shall have furnished to the

Representative, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Initial Purchasers, in form and substance reasonably satisfactory to the Representative, containing statements and

information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information included or incorporated by reference in each of the Time of

Sale Information and the Offering Memorandum; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date.

(f) CFO Certificate. On the date of this Agreement and on the Closing Date, the Company shall have furnished to the Representative

certificates, dated the respective dates of delivery thereof and addressed to the Initial Purchasers, of its chief financial officer with respect to certain operational and financial data included in the Time of Sale Information and the Offering

Memorandum, providing “management comfort” with respect to such information, in form and substance reasonably satisfactory to the Representative.

(g) Opinion and 10b-5 Statement of Counsel for the Company. On the Closing Date,

Vinson & Elkins L.L.P., counsel for the Company, shall have furnished to the Representative, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date and

addressed to the Initial Purchasers, substantially in the form attached to Annex D hereto, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such

matters.

(h) Opinion of Corporate Counsel for the Company. On the Closing Date, corporate counsel for the Company shall have

furnished to the Representative, at the request of the Company, her written opinion, dated the Closing Date and addressed to the Initial Purchasers, substantially in the form attached to Annex E hereto, and such counsel

shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

(i) Opinions of Local Counsel. On the Closing Date, each of (i) ArentFox Schiff

LLP, counsel for the Guarantors organized in the State of California, (ii) Venable LLP, counsel for the Guarantors organized in the State of Maryland, (iii) Sullivan & Worcester LLP, counsel for the Guarantors organized in the

State of Massachusetts, (iv) Woodburn and Wedge, counsel for the Guarantors organized in the State of Nevada, and (v) Frederic Dorwart, Lawyers PLLC, counsel for the Guarantors organized in the State of Oklahoma, shall have furnished to

the Representative, at the request of the Company, its written opinion, dated the Closing Date and addressed to the Initial Purchasers, in form and substance reasonably satisfactory to the Representative, and such counsel shall have received such

documents and information as they may reasonably request to enable them to pass upon such matters.

(j) Opinion and 10b-5 Statement of Counsel for the Initial Purchasers. The Representative shall have received on and as of the Closing Date an opinion and 10b-5 statement, addressed to

the Initial Purchasers, of Simpson Thacher & Bartlett LLP, counsel for the Initial Purchasers, with respect to such matters as the Representative may reasonably request, and such counsel shall have received such documents and information as

they may reasonably request to enable them to pass upon such matters.

(k) No Legal Impediment to Issuance. No action shall have

been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Securities

or the issuance of the Guarantees; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Securities or the issuance of the Guarantees.

(l) Good Standing. The Representative shall have received by the Closing Date satisfactory evidence of the good standing of the Company

and the Guarantors in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representative may reasonably request, each as of a recent date, in each case in writing or any standard form of

telecommunication from the appropriate governmental authorities of such jurisdictions, except in the case of the Guarantors, for such evidence for which the failure to provide would not, individually or in the aggregate, reasonably be expected to

have a Material Adverse Effect.

(m) DTC. The Securities shall be eligible for clearance and settlement through DTC.

(n) Additional Documents. On or prior to the Closing Date, the Company and the Guarantors shall have furnished to the Representative

such further certificates and documents as the Representative may reasonably request.

All opinions, letters, certificates and evidence mentioned above or elsewhere in this

Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Initial Purchasers.

7. Indemnification and Contribution.

(a) Indemnification of the Initial Purchasers. The Company and each of the Guarantors, jointly and severally, agree to indemnify and

hold harmless each Initial Purchaser, its affiliates, directors and officers and each person, if any, who controls such Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and

against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred),

joint or several, that arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact included in the Preliminary Offering Memorandum, any of the other Time of Sale Information, any Issuer Written Communication

or the Offering Memorandum (or any amendment or supplement thereto) or any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not

misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any

information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use therein, which information, the parties agree is limited to the information specified in

Section 7(b) hereof.

(b) Indemnification of the Company and the Guarantors. Each Initial Purchaser

agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Guarantors, each of their respective directors and officers and each person, if any, who controls the Company or any Guarantor within the meaning of

Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in Section 7(a) hereof, but only with respect to any losses, claims, damages or liabilities

(including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) that arise out of, or are based upon, any untrue statement or

omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative expressly for

use in the Preliminary Offering Memorandum, any of the other Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed that the only such

information consists of the information appearing in (i) the fifth and sixth sentences of the first paragraph under the caption “Risk factors—An active trading market for the notes does not exist and may not develop,” (ii) the

third paragraph under the caption “Plan of Distribution” in the Offering Memorandum, (iii) the fourth and fifth sentences of the seventh paragraph under the caption “Plan of Distribution” in the Offering Memorandum and

(iv) the first and sixth sentences of the ninth paragraph under the caption “Plan of Distribution” in the Offering Memorandum.

governmental or regulatory investigation), claim or demand shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to either Section 7(a) or

Section 7(b) above, such person (the “Indemnified Person”) shall promptly notify the person against whom such indemnification may be sought (the “Indemnifying Person”) in writing;

provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under Section 7(a) or Section 7(b) hereof except to the extent that it

has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may

have to an Indemnified Person otherwise than under Section 7(a) or Section 7(b) hereof. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified

the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person (who shall not, without the consent of the Indemnified Person, be counsel to the Indemnifying Person) to represent in

such proceeding the Indemnified Person and any others entitled to indemnification pursuant to this Section 7 that the Indemnifying Person may designate in such proceeding and shall pay the fees and expenses of such

proceeding and shall pay the fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be

at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel

reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying

Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to

actual or potential differing interests between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more

than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be reimbursed as they are incurred. Any such separate firm for any Initial Purchaser, its affiliates, directors and

officers and any control persons of such Initial Purchaser shall be designated in writing by the Representative and any such separate firm for the Company, the Guarantors, their respective directors and officers and any control persons of the

Company and the Guarantors shall be designated in writing by the Company. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final

judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. No Indemnifying Person shall, without the written consent of the

Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been

sought hereunder by such Indemnified Person, unless such settlement (A) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that

are the subject matter of such proceeding and (B) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

(d) Contribution. If the indemnification provided for in Section 7(a) or

Section 7(b) above is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such sections, in lieu of

indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the

relative benefits received by the Company and the Guarantors on the one hand and the Initial Purchasers on the other from the offering of the Securities or (ii) if the allocation provided by clause (i) is not permitted by applicable law,

in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company and the Guarantors on the one hand and the Initial Purchasers on the other in connection with

the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company and the Guarantors on the one hand and the Initial

Purchasers on the other shall be deemed to be in the same respective proportions as the net proceeds (before deducting expenses) received by the Company from the sale of the Securities and the total discounts and commissions received by the Initial

Purchasers in connection therewith, as provided in this Agreement, bear to the aggregate offering price of the Securities. The relative fault of the Company and the Guarantors on the one hand and the Initial Purchasers on the other shall be

determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or any Guarantor or by the

Initial Purchasers and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(e) Limitation on Liability. The Company, the Guarantors and the Initial Purchasers agree that it would not be just and equitable if

contribution pursuant to this Section 7 were determined by pro rata allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation that does not take

account of the equitable considerations referred to in Section 7(d) hereof. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in

Section 7(d) hereof above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding

the provisions of this Section 5, in no event shall an Initial Purchaser be required to contribute any amount in excess of the amount by which the total discounts and commissions received by such Initial Purchaser with

respect to the offering of the

Securities exceeds the amount of any damages that such Initial Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Initial

Purchasers’ obligations to contribute pursuant to this Section 5 are several in proportion to their respective purchase obligations hereunder and not joint.

(f) Non-Exclusive Remedies. The remedies provided for in this

Section 7 are not exclusive and shall not limit any rights or remedies that may otherwise be available to any Indemnified Person at law or in equity.

8. Effectiveness of Agreement. This Agreement shall become effective as of the date first written above.

9. Termination. This Agreement may be terminated in the absolute discretion of the Representative, by notice to the Company, if after

the execution and delivery of this Agreement and on or prior to the Closing Date (a) trading generally shall have been suspended or materially limited on the New York Stock Exchange or the over-the-counter market; (b) trading of any securities issued or guaranteed by the Company or any of the Guarantors shall have been suspended on any exchange or in any over-the-counter market; (c) a general moratorium on commercial banking activities shall have been declared by federal or New York State authorities; or (d) there shall have occurred any outbreak or

escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United States, that, in the judgment of the Representative, is material and adverse and makes it impracticable or inadvisable to

proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Offering Memorandum.

10. Defaulting Initial Purchaser.

(a) If, on the Closing Date, any Initial Purchaser defaults on its obligation to purchase the Securities that it has agreed to purchase

hereunder, the non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Securities by other persons satisfactory to the Company on the terms contained in this Agreement. If,

within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period

of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Securities on such terms. If other persons become obligated or agree to purchase the

Securities of a defaulting Initial Purchaser, either the non-defaulting Initial Purchasers or the Company may postpone the Closing Date for up to five full business days in order to effect any changes that in

the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Time of Sale Information, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment

or supplement to the Time of Sale Information or the

Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context otherwise

requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 10, purchases Securities that a defaulting Initial Purchaser agreed but failed to purchase.

(b) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Initial Purchaser or Initial Purchasers by

the non-defaulting Initial Purchasers and the Company as provided in Section 10(a) hereof, the aggregate principal amount of such Securities that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Securities, then the Company shall have the right to require each non-defaulting Initial Purchaser to purchase the

principal amount of Securities that such Initial Purchaser agreed to purchase hereunder plus such Initial Purchaser’s pro rata share (based on the principal amount of Securities that such Initial Purchaser agreed to purchase hereunder)

of the Securities of such defaulting Initial Purchaser or Initial Purchasers for which such arrangements have not been made.

after giving effect to any arrangements for the purchase of the Securities of a defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchasers and the Company as provided in

Section 10(a) hereof, the aggregate principal amount of such Securities that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Securities, or if

the Company shall not exercise the right described in Section 10(b) hereof, then this Agreement shall terminate without liability on the part of the non-defaulting Initial Purchasers.

Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company or the Guarantors, except that the Company and each of the Guarantors will continue to be liable for the

payment of expenses as set forth in Section 11(a) hereof and except that the provisions of Section 5 hereof shall not terminate and shall remain in effect.

(d) Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company, the Guarantors or any non-defaulting Initial Purchaser for damages caused by its default.

11. Payment of Expenses.

(a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and each

of the Guarantors jointly and severally agree to pay or cause to be paid all costs and expenses actually incurred, documented and incident to the performance of their respective obligations hereunder, including without limitation, (i) the costs

incident to the authorization, issuance, sale, preparation and delivery of the Securities and any documentary, issue, stamp or transfer taxes payable in that connection; (ii) the costs incident to the preparation and printing of the Preliminary

Offering Memorandum, any other Time of Sale Information, any Issuer Written Communication and the Offering Memorandum (including any amendment or supplement thereto) and the distribution

thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s and the Guarantors’ counsel and

independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representative may

designate and the preparation, printing and distribution of a Blue Sky memorandum (including the related fees and expenses of counsel for the Initial Purchasers in an amount not to exceed $15,000); (vi) any fees charged by rating agencies for

rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with the approval

of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. It is understood, however, that except as provided in

Section 7 hereof and this Section 11(a), the Initial Purchasers will pay all of their costs and expenses, including fees and disbursements of their counsel) and any advertising expenses connected

with any offers they may make.

(b) If (i) this Agreement is terminated pursuant to Section 9 hereof,

(ii) the Company for any reason fails to tender the Securities for delivery to the Initial Purchasers or (iii) the Initial Purchasers decline to purchase the Securities for any reason permitted under this Agreement, the Company and each of

the Guarantors jointly and severally agree to reimburse the Initial Purchasers for all documented out-of-pocket costs and expenses (including the fees and expenses of

their counsel) reasonably incurred by the Initial Purchasers in connection with this Agreement and the offering contemplated hereby.

12.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and any controlling persons referred to herein, and

the affiliates of each Initial Purchaser referred to in Section 7 hereof. Nothing in this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in

respect of this Agreement or any provision contained herein. No purchaser of the Securities from any Initial Purchaser shall be deemed to be a successor merely by reason of such purchase.

13. Survival. The respective indemnities, rights of contribution, representations, warranties and agreements of the Company, the

Guarantors and the Initial Purchasers contained in this Agreement or made by or on behalf of the Company, the Guarantors or the Initial Purchasers pursuant to this Agreement or any certificate delivered pursuant hereto shall survive the delivery of

and payment for the Securities and shall remain in full force and effect, regardless of any termination of this Agreement or any investigation made by or on behalf of the Company, the Guarantors or the Initial Purchasers.

14. Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term

“affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City;

(c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act; and (d) the term “written communication” has the meaning set forth in Rule 405 under the Securities Act.

15. Compliance with USA PATRIOT Act. In accordance with the requirements of the USA

PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Initial Purchasers are required to obtain, verify and record information that identifies their respective clients,

including the Company and the Guarantors, which information may include the name and address of their respective clients, as well as other information that will allow the Initial Purchasers to properly identify their respective clients.

16. Miscellaneous.

(a)

Authority of the Representative. Any action by the Initial Purchasers hereunder may be taken by J.P. Morgan Securities LLC on behalf of the Initial Purchasers, and any such action taken by J.P. Morgan Securities LLC shall be binding upon the

Initial Purchasers.

(b) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have

been duly given if mailed or transmitted and confirmed by any standard form of telecommunication. Notices to the Initial Purchasers shall be given to the Representative c/o J.P. Morgan Securities LLC, 270 Park Avenue, New York, New York 10017;

Attention: Greg Spier. Notices to the Company and the Guarantors shall be given to them at Group 1 Automotive, Inc., 730 Town and Country Blvd., Suite 500, Houston, Texas 77024 (fax:

713-647-5869); Attention: Gillian A. Hobson, with a copy to Vinson & Elkins L.L.P., 845 Texas Avenue, Suite 4700, Houston, Texas 77002; Attention: Scott D.

Rubinsky.

be governed by, and construed in accordance with, the laws of the State of New York.

(d) Submission to Jurisdiction. The Company

and each of the Guarantors hereby submit to the exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the

transactions contemplated hereby. The Company and each of the Guarantors waive any objection which it may now or hereafter have to the laying of venue of any such suit or proceeding in such courts. Each of the Company and each of the Guarantors

agrees that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company and each Guarantor, as applicable, and may be enforced in any court to the jurisdiction of which the Company and

each Guarantor, as applicable, is subject by a suit upon such judgment.

(e) Waiver of Jury Trial. Each of the parties hereto hereby waives any right to trial

by jury in any suit or proceeding arising out of or relating to this Agreement.

(f) Recognition of the U.S. Special Resolution

Regimes.

(i) In the event that any Initial Purchaser that is a Covered Entity becomes subject to a proceeding under a

U.S. Special Resolution Regime, the transfer from such Initial Purchaser of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special

Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

(ii) In the event that any Initial Purchaser that is a Covered Entity or a BHC Act Affiliate of such Initial Purchaser becomes

subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Initial Purchaser are permitted to be exercised to no greater extent than such Default Rights could be exercised

under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

As used in this Section 16(f):

“BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be

interpreted in accordance with, 12 U.S.C. § 1841(k).

“Covered Entity” means any of the following:

(A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §

47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12

C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“U.S. Special Resolution Regime” means each

of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

(g) Counterparts. This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of

telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by telecopier, facsimile or other electronic

transmission (i.e., a “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart thereof. The words “execution,” “signed,” “signature,” “delivery” and

words of like import in or relating to this Agreement

or any document to be signed in connection with this Agreement shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of

the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions

contemplated hereunder by electronic means.

(h) Amendments or Waivers. No amendment or waiver of any provision of this Agreement,

nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.

(i) Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the

meaning or interpretation of, this Agreement.

[Signature pages follow.]

If the foregoing is in accordance with your understanding, please indicate your acceptance

of this Agreement by signing in the space provided below.

Very truly yours,

GROUP 1 AUTOMOTIVE, INC.

By:

/s/ Gillian A. Hobson

Name:

Gillian A. Hobson

Title:

Senior Vice President, Chief Legal Officer and Corporate Secretary

[Signature Page to

Purchase Agreement]

GUARANTORS:

3670 Oceanside Realty, LLC

510 Sunrise Realty, LLC

Advantagecars.com, Inc.

Amarillo Motors-F, Inc.

AMR Real Estate Holdings, LLC

Baron Development Company, LLC

Baron Leasehold, LLC

Bob Howard Automotive-East, Inc.

Bob Howard

Chevrolet, Inc.

Bob Howard Dodge, Inc.

Bob

Howard Motors, Inc.

Bob Howard Nissan, Inc.

Bohn Holdings, LLC

Bohn-FII, LLC

Chaperral Dodge, Inc.

Danvers-S, Inc.

Danvers-SB, Inc.

Danvers-SU, LLC

Danvers-T, Inc.

Danvers-TIV, Inc.

Danvers-TL, Inc.

Danvers-TV, Inc.

G1R CA, LLC

G1R Clear Lake, LLC

G1R Florida, LLC

G1R Mass, LLC

GPI AL-N, Inc.

GPI AL-SB, LLC

GPI CA-DMIII, LLC

GPI CA-H, Inc.

GPI CA-LXI, LLC

GPI CA-SV, Inc.

GPI CA-TII, Inc.

GPI CC, Inc.

GPI

FL-A, LLC

GPI FL-G, LLC

GPI FL-H, LLC

GPI FL-HA, LLC

GPI FL-LX, LLC

GPI FL-VW, LLC

GPI GA Holdings, Inc.

GPI GA Liquidation, LLC

GPI GA-CC, LLC

GPI GA-CGM, LLC

GPI GA-DM, LLC

[Signature Page to

Purchase Agreement]

GPI GA-DMII, LLC

GPI GA-FII, LLC

GPI GA-FIII, LLC

GPI GA-H, LLC

GPI GA-HII, LLC

GPI GA-SU, LLC

GPI GA-T, LLC

GPI GA-TII, LLC

GPI GA-TIII, LLC

GPI GA-TIV, LLC

GPI KS-SB, Inc.

GPI KS-SK, Inc.

GPI LA-DM, LLC

GPI LA-FII, LLC

GPI LA-H, LLC

GPI LA-J, LLC

GPI LA-V, LLC

GPI MA-AII, Inc.

GPI MA-DM, Inc.

GPI MA-DMII, Inc.

GPI MA-F, Inc.

GPI MA-FM, Inc.

GPI MA-FV, Inc.

GPI MA-GM, Inc.

GPI MA-H, Inc.

GPI MA-HA, Inc.

GPI MA-HII, Inc.

GPI MA-LR, Inc.

GPI MA-P, Inc.

GPI MA-SB, Inc.

GPI MA-SBII, Inc.

GPI MD Holdings, Inc.

GPI MD-H Greenbelt, LLC

GPI MD-HII, LLC

GPI MD-HY, LLC

GPI MD-K, LLC

GPI MD-SB, LLC

GPI MD-T, LLC

GPI ME-DC, Inc.

GPI ME-DM, Inc.

GPI ME-F, Inc.

GPI ME-H, Inc.

GPI ME-SV, Inc.

GPI ME-T, Inc.

GPI MS-H, Inc.

GPI MS-N, Inc.

[Signature Page to

Purchase Agreement]

GPI MS-SK, Inc.

GPI NH-DM, Inc.

GPI NH-SU, Inc.

GPI NH-T, Inc.

GPI NH-TL, Inc.

GPI NJ-DC Inc.

GPI NJ-HA, LLC

GPI NJ-HII, LLC

GPI NJ-SB, LLC

GPI NJ-SU Inc.

GPI NM-J, Inc.

GPI NM-LRII, Inc.

GPI NM-SB, Inc.

GPI NM-SBII, Inc.

GPI NM-SC, LLC

GPI NM-SCII, LLC

GPI NM-T, Inc.

GPI NM-TL, Inc.

GPI NY-GM, LLC

GPI NY-GMII, LLC

GPI NY-SU, LLC

GPI NY Holdings, Inc.

GPI OK-HII, Inc.

GPI OK-SH, Inc.

GPI SAC-T, Inc.

GPI SC Holdings, Inc.

GPI SC, Inc.

GPI SC-DM, LLC

GPI SC-H, LLC

GPI SC-SB, LLC

GPI SC-SBII, LLC

GPI SC-T, LLC

GPI TX-A, Inc.

GPI TX-AII, Inc.

GPI TX-AIII, Inc.

GPI TX-ARGMIII, Inc.

GPI TX-DCIV, Inc.

GPI TX-DMII, Inc.

GPI TX-DMIII, Inc.

GPI TX-DMIV, Inc.

GPI TX-DMV, Inc.

GPI TX-EPGM, Inc.

GPI TX-F, Inc.

GPI TX-FMII, Inc.

GPI TX-FV, Inc.

GPI TX-G, Inc.

[Signature Page to

Purchase Agreement]

GPI TX-GII, Inc.

GPI TX-GIII, Inc.

GPI TX-HAII, Inc.

GPI TX-HGMII, Inc.

GPI TX-HGMIV, Inc.

GPI TX-HIII, Inc.

GPI TX-HY, Inc.

GPI TX-N Austin Preowned, Inc.

GPI TX-NVI, Inc.

GPI TX-P, Inc.

GPI TX-SBII, Inc.

GPI TX-SBIII, Inc.

GPI TX-SBIV, Inc.

GPI TX-SHII, Inc.

GPI TX-SK, Inc.

GPI TX-SKII, Inc.

GPI TX-SKIII, Inc.

GPI TX-SMGEN, Inc.

GPI TX-SU, Inc.

GPI TX-SVII, Inc.

GPI TX-SVIII, Inc.

GPI TX-TIV, Inc.

Group 1 Associates, Inc.

Group 1 FL Holdings, Inc.

Group 1 Funding, Inc.

Group 1 Holdings-DC, L.L.C.

Group 1 Holdings-F, L.L.C.

Group 1 Holdings-GM, L.L.C.

Group 1 Holdings-H, L.L.C.

Group 1 Holdings-N, L.L.C.

Group 1 Holdings-S, L.L.C.

Group 1 Holdings-T, L.L.C.

Group 1 LP Interests-DC, Inc.

Group 1 Realty, Inc.

Registered as Group 1 Realty,

Inc. of

Delaware in Louisiana

Group 1 Realty

NE, LLC

Harvey Ford, LLC

Harvey Operations-T, LLC

Howard-DCIII, LLC

Howard-GMII, Inc.

Howard-GM, Inc.

Howard-H, Inc.

Howard-HA, Inc.

Howard-SB, Inc.

HRI Procurement, Inc.

[Signature Page to

Purchase Agreement]

Ira Automotive Group, LLC

Ivory Auto Properties of South Carolina, LLC

Key Ford,

LLC

Kutz-N, Inc.

LHM ATO, LLC

Lubbock

Motors-F, Inc.

Lubbock Motors-GM, Inc.

Lubbock Motors-S, Inc.

Lubbock Motors-SH, Inc.

Lubbock Motors-T, Inc.

Maxwell Ford, Inc.

Maxwell-GMII, Inc.

Maxwell-N, Inc.

Maxwell-NII, Inc.

McCall-F, Inc.

McCall-H, Inc.

McCall-HA, Inc.

McCall-N, Inc.

McCall-SB, Inc.

McCall-T, Inc.

McCall-TII, Inc.

McCall-TL, Inc.

Mike Smith Automotive-H, Inc.

Mike Smith Automotive-N, Inc.

Mike Smith Autoplaza, Inc.

Mike Smith Autoplex, Inc.

Mike Smith Autoplex Dodge, Inc.

Mike Smith

Autoplex-German Imports, Inc.

Mike Smith Imports, Inc.

Miller-DM, Inc.

NJ-H, Inc.

NJ-HAII, Inc.

NJ-SV, Inc.

Rockwall Automotive-F, Inc.

Tate CG, L.L.C.

By:

/s/ Gillian A. Hobson

Name:

Gillian A. Hobson

Title:

Vice President

[Signature Page to

Purchase Agreement]

GPI, Ltd.

Rockwall Automotive-DCD, Ltd.

By:

Group 1 Associates, Inc., its General Partner

By:

/s/ Gillian A. Hobson

Name:

Gillian A. Hobson

Title:

Vice President

[Signature Page to

Purchase Agreement]

Accepted: As of the date first written above

J.P. MORGAN SECURITIES LLC

For itself and on behalf of the

several Initial Purchasers listed

in Schedule 1 hereto.

/s/ Blake Sitka

Authorized Signatory

[Signature Page to

Purchase Agreement]

Schedule 1

Initial Purchaser

Principal Amount

of 2032 Notes

Principal Amount

of 2035 Notes

J.P. Morgan Securities LLC

218,750,000

Wells Fargo Securities, LLC

156,250,000

BofA Securities, Inc.

140,625,000

U.S. Bancorp Investments, Inc.

46,875,000

PNC Capital Markets LLC

46,875,000

Truist Securities, Inc.

15,625,000

Total

625,000,000

Schedule 2

Guarantors

Company Name

Jurisdiction

Organized

Jurisdiction – Foreign

Qualification

3670 Oceanside Realty, LLC

Delaware

510 Sunrise Realty, LLC

Delaware

Advantagecars.com, Inc.

Delaware

Texas

Amarillo Motors-F, Inc.

Delaware

Texas

AMR Real Estate Holdings, LLC

Delaware

Massachusetts, Maine, New Hampshire

Baron Development Company, LLC

Kansas

Baron Leasehold, LLC

Kansas

Bob Howard Automotive-East, Inc.

Oklahoma

Bob Howard Chevrolet, Inc.

Oklahoma

Bob Howard Dodge, Inc.

Oklahoma

Bob Howard Motors, Inc.

Oklahoma

Bob Howard Nissan, Inc.

Oklahoma

Bohn Holdings, LLC

Delaware

Louisiana

Bohn-FII, LLC

Delaware

Louisiana

Chaperral Dodge, Inc.

Delaware

Texas

Danvers-S, Inc.

Delaware

Massachusetts

Danvers-SB, Inc.

Delaware

New Hampshire

Danvers-SU, LLC

Delaware

Massachusetts

Danvers-T, Inc.

Delaware

Massachusetts

Danvers-TIV, Inc.

Massachusetts

Danvers-TL, Inc.

Delaware

Massachusetts

Danvers-TV, Inc.

Massachusetts

G1R CA, LLC

California

G1R Clear Lake, LLC

Texas

G1R Florida, LLC

Delaware

Florida

G1R Mass, LLC

Delaware

Massachusetts

GPI AL-N, Inc.

Delaware

Alabama

GPI AL-SB, LLC

Delaware

Alabama

GPI CA-DMIII, LLC

California

Schedule 2 -

GPI CA-H, Inc.

California

GPI CA-LXI, LLC

California

GPI CA-SV, Inc.

Delaware

California

GPI CA-TII, Inc.

Delaware

California

GPI CC, Inc.

Delaware

Texas

GPI FL-A, LLC

Nevada

Florida

GPI FL-G, LLC

Florida

GPI FL-H, LLC

Delaware

Florida

GPI FL-HA, LLC

Florida

GPI FL-LX, LLC

Florida

GPI FL-VW, LLC

Delaware

Florida

GPI GA Holdings, Inc.

Delaware

Georgia

GPI GA Liquidation, LLC

Delaware

GPI GA-CC, LLC

Georgia

GPI GA-CGM, LLC

Nevada

Georgia

GPI GA-DM, LLC

Delaware

Georgia

GPI GA-DMII, LLC

Georgia

GPI GA-FII, LLC

Delaware

Georgia

GPI GA-FIII, LLC

Delaware

Georgia

GPI GA-H, LLC

Georgia

GPI GA-HII, LLC

Georgia

GPI GA-SU, LLC

Nevada

Georgia

GPI GA-T, LLC

Delaware

Georgia

GPI GA-TII, LLC

Nevada

Georgia

GPI GA-TIII, LLC

Georgia

GPI GA-TIV, LLC

Georgia

GPI KS-SB, Inc.

Delaware

Kansas

GPI KS-SK, Inc.

Delaware

Kansas

GPI LA-DM, LLC

Louisiana

GPI LA-FII, LLC

Delaware

Louisiana

GPI LA-H, LLC

Louisiana

GPI LA-J, LLC

Louisiana

GPI LA-V, LLC

Louisiana

GPI MA-AII, Inc.

Massachusetts

GPI MA-DM, Inc.

Massachusetts

GPI MA-DMII, Inc.

Massachusetts

GPI MA-F, Inc.

Massachusetts

GPI MA-FM, Inc.

Massachusetts

GPI MA-FV, Inc.

Massachusetts

GPI MA-GM, Inc.

Massachusetts

GPI MA-H, Inc.

Massachusetts

Schedule 2 -

GPI MA-HA, Inc.

Massachusetts

GPI MA-HII, Inc.

Massachusetts

GPI MA-LR, Inc.

Massachusetts

GPI MA-P, Inc.

Massachusetts

GPI MA-SB, Inc.

Massachusetts

GPI MA-SBII, Inc.

Massachusetts

GPI MD Holdings, Inc.

Maryland

GPI MD-H Greenbelt, LLC

Maryland

GPI MD-HII, LLC

Maryland

GPI MD-HY, LLC

Maryland

GPI MD-K, LLC

Maryland

GPI MD-SB, LLC

Delaware

Maryland

GPI MD-T, LLC

Maryland

GPI ME-DC, Inc.

Maine

GPI ME-DM, Inc.

Maine

GPI ME-F, Inc.

Maine

GPI ME-H, Inc.

Maine

GPI ME-SV, Inc.

Maine

GPI ME-T, Inc.

Maine

GPI MS-H, Inc.

Delaware

Mississippi

GPI MS-N, Inc.

Delaware

Mississippi

GPI MS-SK, Inc.

Delaware

Mississippi

GPI NH-DM, Inc.

New Hampshire

GPI NH-SU, Inc.

New Hampshire

GPI NH-T, Inc.

Delaware

New Hampshire

GPI NH-TL, Inc.

Delaware

New Hampshire

GPI NJ-DC Inc.

New Jersey

GPI NJ-HA, LLC

Nevada

New Jersey

GPI NJ-HII, LLC

Nevada

New Jersey

GPI NJ-SB, LLC

Nevada

New Jersey

GPI NJ-SU Inc.

New Jersey

GPI NM-J, Inc.

New Mexico

GPI NM-LRII, Inc.

New Mexico

GPI NM-SB, Inc.

New Mexico

GPI NM-SBII, Inc.

New Mexico

GPI NM-SC, LLC

New Mexico

GPI NM-SCII, LLC

New Mexico

Schedule 2 -

GPI NM-T, Inc.

New Mexico

GPI NM-TL, Inc.

New Mexico

GPI NY-GM, LLC

New York

GPI NY-GMII, LLC

New York

GPI NY-SU, LLC

New York

GPI NY Holdings, Inc.

Nevada

New York

GPI OK-HII, Inc.

Nevada

Oklahoma

GPI OK-SH, Inc.

Delaware

Oklahoma

GPI SAC-T, Inc.

Delaware

California

GPI SC Holdings, Inc.

Delaware

South Carolina

GPI SC, Inc.

Delaware

Texas

GPI SC-DM, LLC

South Carolina

GPI SC-H, LLC

South Carolina

GPI SC-SB, LLC

Delaware

South Carolina

GPI SC-SBII, LLC

Delaware

South Carolina

GPI SC-T, LLC

Delaware

South Carolina

GPI TX-A, Inc.

Nevada

Texas

GPI TX-AII, Inc.

Texas

GPI TX-AIII, Inc.

Texas

GPI TX-ARGMIII, Inc.

Nevada

Texas

GPI TX-DCIV, Inc.

Texas

GPI TX-DMII, Inc.

Nevada

Texas

GPI TX-DMIII, Inc.

Nevada

Texas

GPI TX-DMIV, Inc.

Nevada

Texas

GPI TX-DMV, Inc.

Texas

GPI TX-EPGM, Inc.

Delaware

Texas

GPI TX-F, Inc.

Delaware

Texas

GPI TX-FMII, Inc.

Texas

GPI TX-FV, Inc.

Texas

GPI TX-G, Inc.

Texas

GPI TX-GII, Inc.

Texas

GPI TX-GIII, Inc.

Texas

GPI TX-HAII, Inc.

Nevada

Texas

GPI TX-HGMII, Inc.

Nevada

Texas

GPI TX-HGMIV, Inc.

Nevada

Texas

GPI TX-HIII, Inc.

Texas

GPI TX-HY, Inc.

Texas

GPI TX-N Austin Preowned, Inc.

Texas

GPI TX-NVI, Inc.

Nevada

Texas

GPI TX-P, Inc.

Texas

Schedule 2 -

GPI TX-SBII, Inc.

Delaware

Texas

GPI TX-SBIII, Inc.

Nevada

Texas

GPI TX-SBIV, Inc.

Texas

GPI TX-SHII, Inc.

Delaware

Texas

GPI TX-SK, Inc.

Delaware

Texas

GPI TX-SKII, Inc.

Nevada

Texas

GPI TX-SKIII, Inc.

Texas

GPI TX-SMGEN, Inc.

Texas

GPI TX-SU, Inc.

Texas

GPI TX-SVII, Inc.

Delaware

Texas

GPI TX-SVIII, Inc.

Delaware

Texas

GPI TX-TIV, Inc.

Texas

GPI, Ltd.

Texas

Group 1 Associates, Inc.

Delaware

Texas

Group 1 FL Holdings, Inc.

Delaware

Florida

Group 1 Funding, Inc.

Delaware

Group 1 Holdings-DC, L.L.C.

Delaware

Group 1 Holdings-F, L.L.C.

Delaware

Group 1 Holdings-GM, L.L.C.

Delaware

Group 1 Holdings-H, L.L.C.

Delaware

Group 1 Holdings-N, L.L.C.

Delaware

Group 1 Holdings-S, L.L.C.

Delaware

Group 1 Holdings-T, L.L.C.

Delaware

Group 1 LP Interests-DC, Inc.

Delaware

Schedule 2 -

Group 1 Realty, Inc.

Note: Registered as G1R New Hampshire in New Hampshire.

Registered as Group 1 Realty, Inc. of

Delaware in Louisiana

Delaware

Alabama, California, Florida, Georgia, Kansas, Louisiana

Group 1 Realty NE, LLC

Massachusetts

Maine, New Hampshire, New York

Harvey Ford, LLC

Delaware

Louisiana

Harvey Operations-T, LLC

Delaware

Louisiana

Howard-DCIII, LLC

Delaware

Oklahoma

Howard-GMII, Inc.

Delaware

Oklahoma

Howard-GM, Inc.

Delaware

Oklahoma

Howard-H, Inc.

Delaware

Oklahoma

Howard-HA, Inc.

Delaware

Oklahoma

Howard-SB, Inc.

Delaware

Oklahoma

HRI Procurement, Inc.

Texas

Alabama, California, Florida, Georgia,

Kansas, Louisiana, Massachusetts, Maryland, Maine

Mississippi, New Hampshire, New Mexico, New Jersey, New York, Oklahoma, South Carolina

Ira Automotive Group, LLC

Delaware

Massachusetts

Ivory Auto Properties of South Carolina, LLC

South Carolina

Key Ford, LLC

Delaware

Florida

Kutz-N, Inc.

Delaware

Texas

LHM ATO, LLC

Utah

New Mexico

Lubbock Motors-F, Inc.

Delaware

Texas

Lubbock Motors-GM, Inc.

Delaware

Texas

Lubbock Motors-S, Inc.

Delaware

Texas

Lubbock Motors-SH, Inc.

Delaware

Texas

Lubbock Motors-T, Inc.

Delaware

Texas

Maxwell Ford, Inc.

Delaware

Texas

Maxwell-GMII, Inc.

Delaware

Texas

Maxwell-N, Inc.

Delaware

Maxwell-NII, Inc.

Delaware

Texas

McCall-F, Inc.

Delaware

Texas

McCall-H, Inc.

Delaware

Texas

Schedule 2 - 6

McCall-HA, Inc.

Delaware

Texas

McCall-N, Inc.

Delaware

Texas

McCall-SB, Inc.

Delaware

Texas

McCall-T, Inc.

Delaware

Texas

McCall-TII, Inc.

Delaware

Texas

McCall-TL, Inc.

Delaware

Texas

Mike Smith Automotive-H, Inc.

Delaware

Texas

Mike Smith Automotive-N, Inc.

Texas

Mike Smith Autoplaza, Inc.

Texas

Mike Smith Autoplex, Inc.

Texas

Louisiana

Mike Smith Autoplex Dodge, Inc.

Texas

Mike Smith Autoplex-German Imports, Inc.

Texas

Mike Smith Imports, Inc.

Texas

Miller-DM, Inc.

Delaware

California

NJ-H, Inc.

Delaware

New Jersey

NJ-HAII, Inc.

Delaware

New Jersey

NJ-SV, Inc.

Delaware

New Jersey

Rockwall Automotive-DCD, Ltd.

Texas

Rockwall Automotive-F, Inc.

Delaware

Texas

Tate CG, L.L.C.

Maryland

Schedule 2 -

Schedule 3

Dealer Agreements

DEALERSHIP

DATE OF ORIGINAL

AGREEMENT

ACURA

Bob Howard Acura

4/9/2003

Sales & Service Agreement

Group 1 Acura Southwest Houston

2/20/2003

Sales & Service Agreement

Group 1 Acura Maple Shade

10/4/2006

Sales & Service Agreement

Group 1 Acura Sugar Land

11/9/2018

Sales & Service Agreement

Acura Westwood

11/17/2021

Sales & Service Agreement

Acura of Fort Myers

05/19/2025

Sales & Service Agreement

AUDI

Audi Peabody

4/4/2000

Dealer Agreement

Audi Grapevine

3/23/2015

Dealer Agreement

Audi North Miami

4/1/2015

Dealer Agreement

Audi Fort Worth

8/14/2017

Dealer Agreement

Audi El Paso

1/29/2018

Dealer Agreement

Audi Westwood

11/19/2021

Dealer Agreement

BMW

BMW of Houston Midtown

01/06/2004

Car Center Agreement

Advantage BMW of Clear Lake

5/1/2010

Car Center Agreement

MINI of Clear Lake

MINI Dealer Agreement

BMW of Stratham

5/1/2005

Car Center Agreement

BMW of Tulsa

10/1/2010

Car Center Agreement

BMW of Arlington

11/11/2013

Car Center Agreement

Schedule 3 - 1

DEALERSHIP

DATE OF ORIGINAL

AGREEMENT

MINI of Arlington

MINI Dealer Agreement

BMW of Atlantic City

10/1/2010

Car Center Agreement

Baron BMW/MINI

01/15/2007

Center Agreement

MINI Dealer Agreement

BMW of Columbia

12/03/2007

Car Center Agreement

BMW/MINI of Annapolis

10/1/2010

Car Center Agreement

MINI Dealer Agreement

BMW of Mobile

11/3/2009

Car Center Agreement

BMW of El Paso

4/18/2011

Car Center Agreement

Hilton Head BMW

1/26/2012

Car Center Agreement

Sandia BMW MINI

7/11/2019

Car Center Agreement

MINI Dealer Agreement

Sandia BMW Motorcycles

7/11/2019

Motorcycle Dealer Agreement

Santa Fe BMW

7/11/2019

Car Center Agreement

BMW of Norwood

11/15/2021

Car Center Agreement

BMW of Rockland

MINI of Rockland

11/15/2021

Car Center Agreement

MINI Dealer Agreement

CHRYSLER GROUP, LLC

Bob Howard Chrysler Dodge Jeep Ram

1/27/2003

Sales & Service Agreement

South Pointe Chrysler Dodge Jeep Ram

7/16/2007

Sales & Service Agreement

Group 1 Chrysler Dodge Jeep Ram Rockwall

5/26/2005

Term Sales & Service Agreement

Group 1 Chrysler Dodge Jeep Ram Denton

10/4/2021

Sales & Service Agreement

FORD/LINCOLN MERCURY

Group 1 Ford of Amarillo

6/2/1999

Sales & Service Agreement

Schedule 3 - 2

DEALERSHIP

DATE OF ORIGINAL

AGREEMENT

Group 1 Ford of Amarillo

Group 1 Lincoln of

Amarillo

6/2/1999

Sales & Service Agreement

Group 1 Ford of Kennesaw

10/1/2005

Term Sales & Service Agreement

Group 1 Ford of South Austin

8/31/1998

Sales & Service Agreement

Group 1 Ford of Rockwall

6/2/1999

Sales & Service Agreement

Group 1 Ford of Rivertown

12/10/2012

Term Sales & Service Agreement

Group 1 Ford of Shreveport

Group 1 Lincoln of

Shreveport

6/24/2013

Term Sales & Service Agreement

Group 1 Ford of El Paso

6/13/2013

Sales & Service Agreement

Group 1 Ford of Southwest Houston

2/21/2011

Sales & Service Agreement

Group 1 Ford of Pensacola

12/1/1999

Sales & Service Agreement

Ira Ford Auburn

11/17/2021

Term Sales & Service Agreement

Ira Ford Saco

11/17/2021

Term Sales & Service Agreement

GENERAL MOTORS, LLC

Bob Howard Chevrolet

11/1/2005

Sales & Service Agreement

Bob Howard Buick GMC

8/24/2006

Sales & Service Agreement

Group 1 Chevrolet Northwest

11/1/2005

Sales & Service Agreement

Group 1 Chevrolet Hub City

11/1/2005

Sales & Service Agreement

Group 1 GMC Rivertown

12/9/2013

Sales & Service Agreement

Group 1 GMC Westside

6/13/2011

Sales & Service Agreement

Schedule 3 - 3

DEALERSHIP

DATE OF ORIGINAL

AGREEMENT

South Pointe Chevrolet

11/1/2005

Sales & Service Agreement

Group 1 GMC Southwest

10/1/2013

Sales & Service Agreement

Group 1 Chevrolet Spring

7/21/2014

Sales & Service Agreement

Group 1 GMC Rockville Centre

11/18/2021

Sales & Service Agreement

Group 1 Chevrolet Estero Bay

3/7/2023

Sales & Service Agreement

Group 1 Buick GMC South

5/8/2023

Sales & Service Agreement

Group 1 Buick GMC North

5/8/2023

Sales & Service Agreement

Group 1 GMC Coastal Bend

5/8/2023

Sales & Service Agreement

GENESIS

Genesis of Southwest Houston

12/12/2018

Dealer Sales & Service Agreement

HONDA

Group 1 Honda Egg Harbor Twp

10/4/2006

Sales & Service Agreement

Bob Howard Honda

2/20/2003

Sales & Service Agreement

Group 1 Honda South San Antonio

8/6/2018

Sales & Service Agreement

Group 1 Honda Panama City

5/14/2012

Sales & Service Agreement

Group 1 Honda Slidell

8/6/2018

Sales & Service Agreement

Group 1 Honda Gulfport

8/28/2006

Sales & Service Agreement

South Pointe Honda

9/30/2013

Sales & Service Agreement

Schedule 3 - 4

DEALERSHIP

DATE OF ORIGINAL

AGREEMENT

Group 1 Honda Kingwood

11/17/2003

Sales & Service Agreement

Capital City Honda

10/18/2021

Sales & Service Agreement

Ira Honda - Saco

11/17/2021

Sales & Service Agreement

Group 1 Honda Owings Mills

2/13/2024

Sales & Service Agreement

Group 1 Honda Greenbelt

2/13/2024

Sales & Service Agreement

Hilton Head Honda

3/11/2024

Sales & Service Agreement

Group 1 Honda Stone Mountain

6/30/2026

Sales & Service Agreement

HYUNDAI

Bob Howard Hyundai

10/22/2012

Term Dealer Sales and Service Agreement

Group 1 Hyundai Hub City

3/29/2002

Sales & Service Agreement

Group 1 Hyundai Southwest Houston

4/14/2009

Sales & Service Agreement

Group 1 Hyundai College Park

2/12/2024

Term Dealer Sales and Service Agreement

Group 1 Hyundai North Austin

07/01/2025

Term Dealer Sales and Service Agreement

KIA

Group 1 Kia Hub City

8/24/1999

Sales & Service Agreement

Shawnee Mission Kia

12/31/2012

Sales & Service Agreement

Group 1 Kia of South Austin

5/14/2014

Sales & Service Agreement

Kia of Bowie

2/14/2024

Sales & Service Agreement

Group 1 Kia Tomball

6/1/2023

Sales & Service Agreement

Schedule 3 - 5

DEALERSHIP

DATE OF ORIGINAL

AGREEMENT

LAND ROVER

Land Rover Albuquerque

7/24/2017

Dealer Agreement/Grant of Franchise

Land Rover Santa Fe

7/24/2017

Dealer Agreement/Grant of Franchise

Land Rover Rockland

11/15/2021

Dealer Agreement/Grant of Franchise

LEXUS

Ira Lexus

7/25/2002

Dealer Agreement

Lexus Southwest Houston

Lexus Clear

Lake

11/12/2001

Dealer Agreement

Lexus of Albuquerque

Lexus of Santa Fe

12/9/2019

Dealer Agreement

Tustin Lexus

Newport Lexus

2/26/2024

Dealer Agreement

Lexus of Fort Myers

05/19/2025

Dealer Agreement

MAZDA

Group 1 Mazda Denton

10/4/2021

Dealer Agreement

Ira Mazda

11/15/2021

Dealer Agreement

MERCEDES-BENZ

Mercedes-Benz of Augusta

12/17/2007

Passenger Car Retailer Agreement

Light Truck Retailer Agreement

Commercial Vehicle Dealer Agreement

Mercedes-Benz of Boerne

8/18/2014

Passenger Car Dealer Agreement

Light Truck Dealer Agreement

Commercial Vehicle Dealer Agreement

Schedule 3 - 6

DEALERSHIP

DATE OF ORIGINAL

AGREEMENT

Mercedes-Benz of Clear Lake

4/26/2014

Passenger Car Dealer Agreement

Light Truck Dealer Agreement

Commercial Vehicle Dealer Agreement

Mercedes-Benz of Georgetown

9/28/2015

Light Truck Retailer Agreement

Passenger Car Retailer Agreement

Commercial Vehicle Dealer Agreement

Mercedes-Benz of Hanover

11/17/2021

Light Truck Retailer Agreement

Passenger Car Retailer Agreement

Commercial Vehicle Dealer Agreement

Mercedes-Benz of Westwood

11/17/2021

Light Truck Retailer Agreement

Passenger Car Retailer Agreement

Commercial Vehicle Dealer Agreement

Mercedes-Benz of Manchester

11/17/2021

Light Truck Retailer Agreement

Passenger Car Retailer Agreement

Commercial Vehicle Dealer Agreement

Mercedes-Benz of Scarborough

11/17/2021

Light Truck Retailer Agreement

Passenger Car Retailer Agreement

Commercial Vehicle Dealer Agreement

Airstream

Schedule 3 - 7

DEALERSHIP

DATE OF ORIGINAL

AGREEMENT

Mercedes-Benz of Shreveport

7/11/2022

Light Truck Retailer Agreement

Passenger Car Retailer Agreement

Commercial Vehicle Dealer Agreement

Mercedes-Benz of Hilton Head

03/11/2024

Light Truck Retailer Agreement

Passenger Car Retailer Agreement

Commercial Vehicle Dealer Agreement

Mercedes-Benz of South Austin

05/19/2025

Light Truck Retailer Agreement

Passenger Car Retailer Agreement

Commercial Vehicle Dealer Agreement

Mercedes-Benz of Buckhead

08/4/2025

Light Truck Retailer Agreement

Passenger Car Retailer Agreement

Commercial Vehicle Dealer Agreement

NISSAN

Bob Howard Nissan

1/16/2002

Sales & Service Agreement

Group 1 Nissan Cedar Park

4/20/2017

Sales & Service Agreement

Group 1 Nissan Round Rock

1/16/2002

Sales & Service Agreement

Schedule 3 - 8

DEALERSHIP

DATE OF ORIGINAL

AGREEMENT

Group 1 Nissan Southwest Houston

6/4/2002

Sales & Service Agreement

PORSCHE

Porsche El Paso

1/11/2019

Open Point/Sales & Service Agreement

Porsche Westwood

11/15/2021

Sales & Service Agreement

SUBARU

Ira Subaru

1/1/2006

Dealer Agreement

Group 1 Subaru El Paso

1/29/2018

Dealer Agreement

Group 1 Subaru Rivertown

12/9/2013

Dealer Agreement

Ira Subaru Manchester

10/17/2023

Dealer Agreement

TOYOTA

Bob Howard Toyota

10/26/2005

Dealer Agreement

Group 1 Toyota West Bank

8/19/2003

Dealer Agreement

Folsom Lake Toyota

08/22/2006

Dealer Agreement

Group 1 Toyota Hub City

6/12/2002

Dealer Agreement

Ira Toyota

1/22/2002

Dealer Agreement

Ira Toyota of Hyannis

3/15/2021

Dealer Agreement

Ira Toyota of Manchester

8/21/2008

Dealer Agreement

Ira Toyota Orleans

3/15/2021

Dealer Agreement

Toyota of Anaheim

7/31/2006

Dealer Agreement

Group 1 Toyota Rivertown

12/9/2013

Dealer Agreement

Group 1 Toyota Southwest Houston

7/13/2005

Dealer Agreement

Group 1 Toyota Fort Bend

7/18/2003

Dealer Agreement

Group 1 Toyota Rock Hill

4/12/2010

Dealer Agreement

World Toyota

9/20/2005

Dealer Agreement

Ira Toyota Saco

11/16/2021

Dealer Agreement

Schedule 3 - 9

DEALERSHIP

DATE OF ORIGINAL

AGREEMENT

Group 1 Toyota North Austin

3/8/2022

Dealer Agreement

Group 1 Toyota Albuquerque

4/1/2022

Dealer Agreement

Group 1 Toyota Bowie & Group 1Toyota Certified at Capital Plaza

2/12/2024

Dealer Agreement

Group 1 Toyota Stone Mountain

6/30/2026

Dealer Agreement

VOLKSWAGEN

Group 1 Volkswagen Hub City

1/19/2000

Dealer Agreement

Group 1 Volkswagen Alamo Heights

1/16/2012

Dealer Agreement

Group 1 Volkswagen Panama City

5/14/2012

Dealer Agreement

VOLVO

Ira Volvo Cars South Shore

11/16/2021

Retailer Agreement

Schedule 3 - 10

ANNEX A

Additional Time of Sale Information

1. Pricing term sheet containing the terms of the Securities and the Guarantees, substantially in the form of Annex B.

ANNEX B

Pricing Term Sheet, dated September 8, 2026

to Preliminary Offering Memorandum dated September 8, 2026

Strictly Confidential

Group 1 Automotive, Inc.

6.250% Senior Notes due 2032

6.625% Senior Notes due 2035

This pricing term

sheet is qualified in its entirety by reference to the Preliminary Offering Memorandum (the “Preliminary Offering Memorandum”). The information in this pricing term sheet supplements the Preliminary Offering Memorandum and updates

and supersedes the information in the Preliminary Offering Memorandum to the extent it is inconsistent with the information in the Preliminary Offering Memorandum. Terms used and not defined herein have the meanings assigned in the Preliminary

Offering Memorandum.

The notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities

Act”), or the securities laws of any other jurisdiction. The notes may not be offered or sold in the United States or to U.S. persons (as defined in Regulation S) except in transactions exempt from, or not subject to, the registration

requirements of the Securities Act. Accordingly, the notes are being offered only to (1) persons reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act and (2) outside the

United States to non-U.S. persons in compliance with Regulation S under the Securities Act.

Summary of Terms Applicable to the 2032 Notes and the 2035 Notes

Issuer:

Group 1 Automotive, Inc.

Distribution:

Rule 144A/Reg S; no registration rights

Ratings1:

Ba2 / BB+

Trade date:

September 8, 2026

Settlement date:

September 22, 2026 (T+10). It is expected that delivery of the notes will be made against payment therefor on or about September 22, 2026, which is the tenth business day following the date hereof (such settlement cycle

being referred to as

A securities rating is not a recommendation to buy, sell or hold securities and should be evaluated

independently of any other rating. The rating may be subject to revision or withdrawal at any time by the assigning rating organization.

B - 1

“T+10”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one business day unless

the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes prior to the business day before the settlement date will be required, by virtue of the fact that the notes initially will settle in T+10,

to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to the business day before the settlement date should consult their own

advisors.

Denominations/Multiple:

$2,000 x $1,000

Bookrunning Manager:

J.P. Morgan Securities LLC

Joint Bookrunners:

Wells Fargo Securities, LLC

BofA Securities, Inc.

U.S. Bancorp Investments, Inc.

Co-Managers:

PNC Capital Markets LLC

Truist Securities, Inc.

Change of control:

Puttable at 101% of principal plus accrued and unpaid interest to, but excluding, the repurchase date.

Summary of Terms Applicable to the 2032 Notes

Security description:

6.250% Senior Notes due 2032

Size:

$625,000,000

Maturity:

February 1, 2032

Coupon:

6.250%

Issue price:

100.000% of principal amount

Yield to maturity:

6.250%

Spread to benchmark Treasury:

+166 basis points

B - 2

Benchmark Treasury:

UST 4.375% due January 31, 2032

Interest Payment Dates:

February 1 and August 1, commencing February 1, 2027

Record Dates:

January 15 and July 15

Equity clawback:

Up to 40% at 106.25% prior to February 1, 2030

Optional redemption:

Make-whole call at T+50 bps prior to February 1, 2030 then:

On or after:

Price:

February 1, 2030

103.125

February 1, 2031

101.563

February 1, 2032 and thereafter

100.000

CUSIP:

Rule 144A: 398905AS8

Reg S: U03903AH1

ISIN:

Rule 144A: US398905AS85

Reg S: USU03903AH14

Summary of Terms Applicable to the 2035 Notes

Security description:

6.625% Senior Notes due 2035

Size:

$625,000,000

Maturity:

February 1, 2035

Coupon:

6.625%

Issue price:

100.000% of principal amount

Yield to maturity:

6.625%

Spread to benchmark Treasury:

+190 basis points

Benchmark Treasury:

UST 4.625% due February 15, 2035

Interest Payment Dates:

February 1 and August 1, commencing February 1, 2027

Record Dates:

January 15 and July 15

B - 3

Equity clawback:

Up to 40% at 106.625% prior to February 1, 2031

Optional redemption:

Make-whole call at T+50 bps prior to February 1, 2031 then:

On or after:

Price:

February 1, 2031

103.313

February 1, 2032

101.656

February 1, 2033 and thereafter

100.000

Special Mandatory Redemption:

The 2032 Notes may be subject to Special Mandatory Redemption as provided in the Preliminary Offering Memorandum.

CUSIP:

Rule 144A: 398905AT6

Reg S: U03903AJ7

ISIN:

Rule 144A: US398905AT68

Reg S: USU03903AJ79

This

material is confidential and is for your information only and is not intended to be used by anyone other than you. This information does not purport to be a complete description of these notes or the offering. Please refer to the Preliminary

Offering Memorandum for a complete description.

This communication is being distributed solely to persons reasonably believed to be Qualified

Institutional Buyers, as defined in Rule 144A under the Securities Act, and outside the United States solely to Non-U.S. persons as defined under Regulation S under the Securities Act.

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it

is unlawful to make such offer or solicitation in such jurisdiction.

Any disclaimer or other notice that may appear below is not applicable to this

communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.

B - 4

ANNEX C

Restrictions on Offers and Sales Outside the United States

In connection with offers and sales of Securities outside the United States:

(a) Each Initial Purchaser acknowledges that the Securities have not been registered under the Securities Act and may not be offered or sold

within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in transactions not subject to, the registration requirements of the Securities Act.

(b) Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that:

(i) Such Initial Purchaser has offered and sold the Securities, and will offer and sell the Securities, (A) as part of

their distribution at any time and (B) otherwise until 40 days after the later of the commencement of the offering of the Securities and the Closing Date, only in accordance with Regulation S or Rule 144A or any other available exemption

from registration under the Securities Act.

(ii) None of such Initial Purchaser or any of its affiliates or any other

person acting on its or their behalf has engaged or will engage in any directed selling efforts with respect to the Securities, and all such persons have complied and will comply with the offering restrictions requirement of Regulation S.

(iii) At or prior to the confirmation of sale of any Securities sold in reliance on Regulation S, such Initial Purchaser

will have sent to each distributor, dealer or other person receiving a selling concession, fee or other remuneration that purchases Securities from it during the distribution compliance period a confirmation or notice to substantially the following

effect:

The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities

Act”), and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the

commencement of the offering of the Securities and the date of original issuance of the Securities, except in accordance with Regulation S or Rule 144A or any other available exemption from registration under the Securities Act. Terms used

above have the meanings given to them by Regulation S.

(iv) Such Initial Purchaser has not and will not enter into

any contractual arrangement with any distributor with respect to the distribution of the Securities, except with its affiliates or with the prior written consent of the Company.

Terms used in paragraph (a) and this paragraph (b) of this Annex C and not otherwise defined in this Agreement have the

meanings given to them by Regulation S.

C - 1

ANNEX D

Opinion of Outside Counsel for the Company and the Covered Guarantors

(1)

The Company is validly existing as a corporation in good standing under the laws of the State of Delaware, with

corporate power and authority to own its properties and conduct its business as described in each of the Time of Sale Information and the Offering Memorandum.

(2)

Each of the Guarantors formed or incorporated in the states of Delaware or Texas (the “Covered

Guarantors”) is validly existing as a corporation, limited liability company or limited partnership, as the case may be, in good standing under the laws of the jurisdiction of its organization, with corporate, limited liability company or

limited partnership, as the case may be, power and authority to own its properties and conduct its business as described in each of the Time of Sale Information and the Offering Memorandum, except where the failure to have such power or authority

would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(3)

The Purchase Agreement has been duly authorized, executed and delivered by the Company and the Covered

Guarantors.

(4)

The Indentures have been duly authorized, executed and delivered by the Company and each of the Covered

Guarantors and, assuming the Indentures have been duly authorized, executed and delivered by the Trustee and the other Guarantors, constitute valid and legally binding agreements of the Company and each of the Guarantors enforceable against the

Company and each of the Guarantors in accordance with their terms, subject to the Enforceability Exceptions.

(5)

The Securities have been duly authorized, executed and delivered by the Company and, when duly authenticated as

provided in the applicable Indenture and paid for as provided in this Agreement, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance

with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the applicable Indenture.

(6)

The Guarantees have been duly authorized by each of the Covered Guarantors and, assuming the Guarantees have

been duly authorized by the other Guarantors, when each global certificate representing the Securities has been duly executed, authenticated, issued and delivered as provided in the applicable Indenture and paid for as provided in this Agreement,

will constitute valid and legally binding obligations of each of the Guarantors, enforceable against each of the Guarantors in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the

applicable Indenture.

D - 1

(7)

None of (i) the execution and delivery of the Purchase Agreement and the Securities and the performance by

the Company and each of the Covered Guarantors of each of the Transaction Documents to which each is a party, (ii) the issuance and sale of the Securities by the Company and the issuance of the Guarantees by the Covered Guarantors to the

Initial Purchasers in accordance with the terms of this Agreement and the Indentures and (iii) compliance by the Company and the Covered Guarantors with the provisions of the Transaction Documents and the consummation of the transactions

contemplated therein will (a) result in a breach or violation of any Applicable Contract, (b) result in any violation of the provisions of the Third Amended Restated Certificate of Incorporation or the Fourth Amended and Restated Bylaws of

the Company or the charter documents of the Covered Guarantors or (c) result in a violation of the Delaware LP Act, the Delaware LLC Act, the DGCL, New York law, the Texas Business Organizations Code (the “TBOC”) or federal

law, or any order, rule or regulation known to such counsel of any Texas, New York, Delaware or federal court or governmental agency or body having jurisdiction over the Company or any of the Covered Guarantors or any of their properties (except

that such counsel need express no opinion with respect to compliance with the Federal or state securities laws or anti-fraud laws or Blue Sky laws with respect to this subparagraph (7)), except in the case of clauses (a) and (c) for such

breaches or violations that would not reasonably be expected to have a Material Adverse Effect.

(8)

Except as described in the Time of Sale Information and the Offering Memorandum, no consent, approval,

authorization, order, registration or qualification (“consent”) under the Delaware LP Act, the Delaware LLC Act, the DGCL, New York law, the TBOC or federal law or federal court or governmental agency or body described in

subparagraph (c) of paragraph (7) above is required for the issuance and sale of the Securities by the Company and the issuance of the Guarantees by the Covered Guarantors to the Initial Purchasers in accordance with the terms of this

Agreement and the Indentures, or the consummation by the Company and the Covered Guarantors of the transactions contemplated by the Transaction Documents, except such as have been obtained and such consents as may be required under state securities

or Blue Sky laws in connection with the purchase and distribution of the Securities by the Initial Purchasers and except where failure to obtain such consent would not reasonably be expected to have a Material Adverse Effect and except for such

consents which (i) may be required under applicable Federal or state securities or Blue Sky laws in connection with the purchase and resale of the Securities by the Initial Purchasers, (ii) have been or, prior to the Closing Date, will be

obtained or made, or (iii) if not obtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or materially impair the ability of the Company or the Covered Guarantors to perform their

obligations under the Transaction Documents.

D - 2

(9)

Neither the Company nor any of the Guarantors is and, after giving effect to the offering and sale of the

Securities and the issuance of the Guarantees and the application of the proceeds thereof as described in each of the Time of Sale Information and the Offering Memorandum, will be required to register as an “investment company” as

defined in the Investment Company Act of 1940, as amended.

(10)

No registration of the Securities or the Guarantees under the Securities Act, and no qualification of an

indenture under the Trust Indenture Act of 1939, as amended, with respect thereto, is required for the offer, sale and initial resale of the Securities and Guarantees by the Initial Purchasers in the manner contemplated by this Agreement, the Time

of Sale Information and the Offering Memorandum.

(11)

The statements in each of the Time of Sale Information and the Offering Memorandum under the caption

“Description of notes,” to the extent they constitute a summary of the terms of the Securities, the Guarantees and the Indentures, and the statements under the caption “Certain United States federal income tax consequences,”

insofar as they constitute summaries of matters of U.S. federal income tax law, are accurate in all material respects.

(12)

Each document incorporated by reference in the Time of Sale Information and the Offering Memorandum (other than

the financial statements, including the notes thereto, and financial statement schedules and other financial and accounting information included therein or omitted therefrom, as to which such counsel need express no opinion), when they became

effective or were filed with the Commission, as the case may be, appear on their face to be appropriately responsive in all material respects to the requirements of the Exchange Act.

Such counsel shall also state that they have reviewed the Time of Sale Information and the Offering Memorandum and participated in conferences

with officers and other representatives of the Company and the Covered Guarantors, representatives of the independent registered public accounting firm of the Company and representatives of the Initial Purchasers and their counsel, at which the

contents of the Time of Sale Information and the Offering Memorandum and any amendment and supplement thereto and related matters were discussed. The purpose of such counsel’s professional engagement was not to establish or confirm factual

matters set forth in the Time of Sale Information and the Offering Memorandum, and such counsel has not undertaken to verify independently any of the factual matters in such documents. Moreover, many of the determinations required to be made in the

preparation of the Time of Sale Information and the Offering Memorandum involve matters of a non-legal nature. Accordingly, such counsel shall not pass upon, and shall not assume responsibility for the

accuracy, completeness or fairness of the statements included in the Time of Sale Information and the Offering Memorandum and any amendment or supplement thereto (except as expressly provided above). Subject to the foregoing, and on the basis of

such participation described above (and relying as to factual matters upon statements of fact made to us by representatives of the Company and the Guarantors), such counsel shall advise the Initial Purchasers that no facts have come to such

counsel’s attention that lead such counsel to believe that: (a) the Time of Sale

D - 3

Information, at the Time of Sale (which such counsel may assume to be the date of this Agreement), included any untrue statement of a material fact or omitted to state a material fact necessary

in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (b) the Offering Memorandum or any amendment or supplement thereto, as of its date and the Closing Date, included or

includes any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that in each case,

such counsel need not express any belief with respect to (i) the financial statements and related schedules, including the notes and schedules thereto and the auditor’s report thereon or (ii) any other financial or accounting

information, in each case included in or omitted from the Time of Sale Information and the Offering Memorandum.

In rendering such

opinion, such counsel may rely as to matters of fact on certificates of responsible officers of the Company and the Guarantors and public officials that are furnished to the Initial Purchasers.

The opinion of counsel described above shall be rendered to the Initial Purchasers at the request of the Company and shall so state therein.

D - 4

ANNEX E

Opinion of Corporate Counsel for the Company and the Guarantors

1. The Company has been duly qualified as a foreign corporation for the transaction of business and is in good standing under

the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not, individually or in the

aggregate, reasonably be expected to have a Material Adverse Effect.

2. The Company has the corporate power and authority

to execute and deliver each of the Transaction Documents and to perform its obligations thereunder; and all action required to be taken for the due and proper authorization, execution and delivery by the Company of each of the Transaction Documents

and the consummation by the Company of the transactions contemplated by the Transaction Documents has been duly and validly taken.

3. Each Covered Guarantor is validly existing as a corporation, limited liability company or limited partnership in good

standing under the laws of the state of its incorporation or formation with power and authority (corporate and other) to own its properties and conduct its business as described in each of the Time of Sale Information and the Offering Memorandum.

4. Each Covered Guarantor has the corporate power and authority to execute and deliver each of the Transaction Documents

and to perform its obligations thereunder; and all action required to be taken for the due and proper authorization, execution and delivery by each such Covered Guarantor of each of the Transaction Documents and the consummation by each such Covered

Guarantor of the transactions contemplated thereby has been duly and validly taken.

5. To my knowledge, other than as

disclosed in each of the Time of Sale Information and the Offering Memorandum, there are no legal or governmental proceedings pending or threatened to which the Company or any of its subsidiaries is or may be a party or to which any property of the

Company or its subsidiaries is or may be the subject which, if determined adversely to the Company or such subsidiaries, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

In rendering such opinion, such counsel may rely as to matters of fact on certificates of responsible officers of the Company and the

Guarantors and public officials that are furnished to the Initial Purchasers.

The opinion of counsel described above shall be rendered to the Initial

Purchasers at the request of the Company and shall so state therein

F - 3

EX-99.1

Filename: d133710dex991.htm · Sequence: 3

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Group 1 Automotive Announces Pricing of $1,250.0 Million Offering of Senior Notes

HOUSTON, TX, September 8, 2026 — Group 1 Automotive, Inc. (NYSE: GPI) (“Group 1” or the

“Company”), a Fortune 250 automotive retailer with 249 dealerships located in the U.S. and U.K, today announced the pricing of its private placement of $625.0 million in aggregate principal amount of its 6.250% senior unsecured

notes due 2032 (the “2032 Notes”) and $625.0 million in aggregate principal amount of its 6.625% senior unsecured notes due 2035 (the “2035 Notes” and, together with the 2032 Notes, the “Notes”). The offering

is expected to close on September 22, 2026, subject to customary closing conditions.

The Company intends to use the net proceeds of the offering,

together with cash on hand, to fund the purchase price for its previously announced acquisition of certain dealership assets and related real estate from Hennessy Automobile Companies, Inc. and certain of its affiliates (the “Hennessy

Acquisition”) and to pay related fees and expenses. Because the closing of the Hennessy Acquisition is expected to occur after the closing of the offering, the Company intends to use the net proceeds, pending the closing of the Hennessy

Acquisition, to repay a portion of the outstanding borrowings under the acquisition line under its revolving credit facility, which the Company expects to reborrow at the closing of the Hennessy Acquisition to fund a portion of the purchase price.

If the Hennessy Acquisition is not consummated on or prior to the later of (x) January 6, 2027 (the “Outside Date”) and

(y) such date to which the Outside Date under the purchase agreement relating to the Hennessy Acquisition may be extended in accordance with the terms thereof (such later date, the “Special Mandatory Redemption Outside Date”), or

upon the occurrence of certain other events, including the termination of the purchase agreement related to the Hennessy Acquisition prior to the Special Mandatory Redemption Outside Date, the Company will be required to redeem all of the 2032 Notes

then outstanding at a redemption price equal to 100% of the initial issue price thereof, plus accrued and unpaid interest, if any, from the issue date to, but excluding, the redemption date (the “Special Mandatory Redemption”). In

that case, the Company intends to use the net proceeds of the offering that are not used to fund the Special Mandatory Redemption to repay borrowings under the Company’s revolving credit facility and for general corporate purposes.

The Notes have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities

laws, and thus, the Notes may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Notes

have been offered to persons reasonably believed to be qualified institutional buyers in an offering exempt from registration pursuant to Rule 144A under the Securities Act and to non-U.S. persons outside of

the United States in compliance with Regulation S under the Securities Act. This announcement shall not constitute an offer to sell or a solicitation of an offer to buy any of these Notes or any security, and shall not constitute an offer,

solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.

ABOUT GROUP 1 AUTOMOTIVE, INC.

Group 1 owns and operates 249 automotive dealerships, 310 franchises, and 32 collision centers in the United States and the United Kingdom

that offer 37 brands of automobiles. Through its dealerships and omni-channel platform, the Company sells new and used cars and light trucks; arranges related vehicle financing; sells service contracts; provides automotive maintenance and repair

services; and sells vehicle parts.

FORWARD-LOOKING STATEMENTS

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, which are

statements related to future, not past, events and are based on our current expectations and assumptions regarding our business, the economy and other future conditions. In this context, the forward-looking statements include statements regarding

the proposed offering, the intended use of proceeds and the pending Hennessy Acquisition. These forward-looking statements often contain words such as “expects,” “anticipates,” “intends,”

“plans,”

“believes,” “seeks,” “should,” “foresee,” “may” or “will” and similar expressions. While management believes that these

forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. Any such forward-looking statements are not assurances of future performance and involve

risks and uncertainties that may cause actual results to differ materially from those set forth in the statements. These risks and uncertainties include, among other things, (a) general economic and business conditions, (b) the impacts of

sustained levels of inflation, including reduced affordability of automobiles for consumers, (c) developments in U.S. and global trade policy, including the imposition by the U.S. of significant tariffs on the import of automobiles and certain

materials used in our parts and services business and the resulting consequences (including, but not limited to, retaliatory tariffs by non-U.S. nations, supply chain disruptions, vehicle and part cost

increases and demand decreases, and potential recessions in the U.S. and U.K.) and the passage of the “One Big Beautiful Bill,” including the associated impact on tax deductions in the domestic car industry and the elimination of certain

clean energy tax credits, which could impact incentives for electric vehicle production and sales, (d) the level of manufacturer incentives, (e) our ability to comply with extensive laws, regulations and policies applicable to our

operations, including BEV mandates in the U.K., and their impact on new vehicle demand, (f) our ability to obtain an inventory of desirable new and used vehicles (including as a result of changes in the international trade environment), (g) our

relationship with our automobile manufacturers and the willingness of manufacturers to approve future acquisitions, (h) our cost of financing and the availability of credit for consumers, (i) our ability to complete acquisitions and

dispositions, including the pending Hennessy Acquisition, on a timely basis, if at all and the risks associated therewith, (j) our ability to successfully integrate recent and future acquisitions, including the Hennessy Acquisition, and realize

the expected benefits from consummated acquisitions, (k) foreign exchange controls and currency fluctuations, (l) the armed conflicts in Ukraine and the Middle East, including that between the U.S. and Iran, (m) broader macroeconomic

challenges in the U.K., including inflationary pressures, fluctuations in interest and foreign exchange rates and overall economic volatility, which could further impact vehicle affordability, demand and our financial performance in that market,

(n) our ability to maintain sufficient liquidity to operate, and (o) a material failure in or breach of our vendors’ information technology systems and other cybersecurity incidents. For additional information regarding known

material factors that could cause our actual results to differ from our projected results, please see our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K,

Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of

the date hereof. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.

SOURCE: Group 1 Automotive, Inc.

Investor contacts:

David Helderman

Senior Manager, Investor Relations

Group 1 Automotive, Inc.

ir@group1auto.com

Media contacts:

Pete DeLongchamps

Senior Vice President, Manufacturer Relations, Financial Services and Corporate Development

Group 1 Automotive, Inc.

pdelongchamps@group1auto.com

Kimberly Barta

Head of Advertising, Brand and Communications

Group 1 Automotive, Inc.

kbarta@group1auto.com

Jude Gorman / Clayton Erwin

Collected Strategies

Group1-CS@collectedstrategies.com

GRAPHIC

Filename: g133710g0909235831970.jpg · Sequence: 7

Binary file (3014 bytes)

Download g133710g0909235831970.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 9

v3.26.1

Document and Entity Information

Sep. 08, 2026

Cover [Abstract]

Entity Registrant Name

GROUP 1 AUTOMOTIVE INC

Amendment Flag

false

Entity Central Index Key

0001031203

Document Type

8-K

Document Period End Date

Sep. 08, 2026

Entity Incorporation State Country Code

Entity File Number

1-13461

Entity Tax Identification Number

76-0506313

Entity Address, Address Line One

730 Town and Country Blvd

Entity Address, Address Line Two

Suite 500

Entity Address, City or Town

Houston

Entity Address, State or Province

Entity Address, Postal Zip Code

77024

City Area Code

(713)

Local Phone Number

647-5700

Written Communications

false

Soliciting Material

false

Pre Commencement Tender Offer

false

Pre Commencement Issuer Tender Offer

false

Security 12b Title

Common Stock, par value $0.01 per share

Trading Symbol

GPI

Security Exchange Name

NYSE

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration