TABLE OF CONTENTS

		Section		Page
ARTICLE I.
DEFINITIONS AND ACCOUNTING TERMS
1.01		Defined Terms			1
1.02		Other Interpretive Provisions			21
1.03		Accounting Terms			22
1.04		Rounding			22
1.05		Times of Day			23
ARTICLE II.
THE COMMITMENTS AND BORROWINGS
2.01		Loans			23
2.02		Borrowings, Conversions and Continuations of Loans			23
2.03		Prepayments			24
2.04		Termination or Reduction of Commitments			25
2.05		Repayment of Loans			25
2.06		Interest			25
2.07		Fees			26
2.08		Computation of Interest and Fees			26
2.09		Evidence of Debt			27
2.10		Payments Generally; Administrative Agents Clawback			27
2.11		Sharing of Payments by Lenders			29
2.12		Extension of Maturity Date			29
2.13		Increase in Commitments			31
ARTICLE III.
TAXES, YIELD PROTECTION AND ILLEGALITY
3.01		Taxes			32
3.02		Illegality			35
3.03		Inability to Determine Rates			35
3.04		Increased Costs; Reserves on Eurodollar Rate Loans			36
3.05		Mitigation Obligations; Replacement of Lenders			37
3.06		Survival			38
ARTICLE IV.
CONDITIONS PRECEDENT TO BORROWINGS
4.01		Conditions of Closing Date			38
4.02		Conditions to all Borrowings			39

		Section		Page
ARTICLE V.
REPRESENTATIONS AND WARRANTIES
5.01		Organization; Corporate Powers			43
5.02		Authorization			43
5.03		Governmental Approval			43
5.04		Enforceability			44
5.05		Financial Statements			44
5.06		No Material Adverse Change			44
5.07		Title to Properties			44
5.08		Litigation; Compliance with Laws; Etc			44
5.09		Agreements; No Default			45
5.10		Federal Reserve Regulations			45
5.11		Taxes			45
5.12		Pension and Welfare Plans			45
5.13		No Material Misstatements			46
5.14		Investment Company Act			46
5.15		Maintenance of Insurance			46
5.16		Existing Liens			46
5.17		Environmental Matters			47
5.18		Subsidiaries			47
5.19		Engaged in Motor Vehicle Sales			48
5.20		Dealer Franchise Agreements and Manufacturer Framework Agreements			48
5.21		Use of Proceeds			48
5.22		Collateral			48
5.23		Location of Borrower			49
5.24		Leases			49
5.25		Security Interest			49
5.26		Solvency			49
ARTICLE VI.
AFFIRMATIVE COVENANTS
6.01		Existence			49
6.02		Repair			50
6.03		Insurance			50
6.04		Obligations and Taxes			53
6.05		Financial Statements; Reports			53
6.06		Litigation and Other Notices			54
6.07		ERISA			55
6.08		Books, Records and Access			55
6.09		Use of Proceeds			56
6.10		Nature of Business			56
6.11		Compliance			56
6.12		Intentionally omitted			56
6.13		Intentionally omitted			56

		Section		Page
6.14		Intentionally omitted.			56
6.15		Further Assurances			56
6.16		Permitted Acquisitions; Subsidiary Guarantors			56
6.17		Ford Borrower and GM Borrower Dividends			57
6.18		Leases			57
6.19		Unimproved Real Property			58
ARTICLE VII.
NEGATIVE COVENANTS
7.01		Indebtedness			58
7.02		Liens			60
7.03		Consolidations and Mergers			60
7.04		Disposition of Assets			61
7.05		Investments			62
7.06		Transactions with Affiliates			63
7.07		Other Agreements			63
7.08		Fiscal Year; Accounting			63
7.09		Credit Standards			63
7.10		Pension Plans			63
7.11		Restricted Payments			64
7.12		Fixed Charge Coverage Ratio			64
7.13		Senior Secured Leverage Ratio			64
7.14		Disposition of Financed Properties			64
7.15		Lessor Subsidiaries			65
7.16		Collateral			65
7.17		Leases			65
ARTICLE VIII.
EVENTS OF DEFAULT AND REMEDIES
8.01		Events of Default			65
8.02		Remedies Upon Event of Default			67
8.03		Application of Funds			68
ARTICLE IX.
ADMINISTRATIVE AGENT
9.01		Appointment and Authority			69
9.02		Rights as a Lender			69
9.03		Exculpatory Provisions			69
9.04		Reliance by Administrative Agent			70
9.05		Delegation of Duties			70
9.06		Resignation of Administrative Agent			70
9.07		Non-Reliance on Administrative Agent and Other Lenders			71
9.08		No Other Duties, Etc			71

		Section		Page
9.09		Administrative Agent May File Proofs of Claim			71
9.10		Collateral and Guaranty Matters			72
ARTICLE X.
MISCELLANEOUS
10.01		Amendments, Etc			73
10.02		Notices; Effectiveness; Electronic Communication			74
10.03		No Waiver; Cumulative Remedies			76
10.04		Expenses; Indemnity; Damage Waiver			76
10.05		Payments Set Aside			78
10.06		Successors and Assigns			78
10.07		Treatment of Certain Information; Confidentiality			81
10.08		Right of Setoff			82
10.09		Interest Rate Limitation			83
10.10		Counterparts; Effectiveness			83
10.11		Survival of Representations and Warranties			84
10.12		Severability			84
10.13		Replacement of Lenders			84
10.14		Governing Law; Jurisdiction; Etc			85
10.15		Waiver of Jury Trial			86
10.16		California Judicial Reference			86
10.17		No Advisory or Fiduciary Responsibility			86
10.18		USA PATRIOT Act Notice			87
10.19		Time of the Essence			87
10.20		ENTIRE AGREEMENT			87
SIGNATURES					S-1

SCHEDULES

1.01A		Leases
2.01		Commitments and Applicable Percentages
4.01(a)(iv)		Entities in Good Standing
5.08(a)		Litigation
5.12		ERISA Disclosures
5.16(g)		Existing Liens
5.18		Subsidiaries
5.20		Dealer Franchise Agreements and Manufacturer Framework Agreements
5.23		Borrower Information
7.01(b)		Existing Indebtedness
10.02		Administrative Agents Office; Certain Addresses for Notices

EXHIBITS

		Form of
A		Loan Notice
B		Note
C		Compliance Certificate
D		Assignment and Assumption
E		Company Guaranty Agreement
F		Subsidiary Guaranty Agreement
G		Lessee Estoppel, Subordination and Attornment Agreement
H		Letter of Undertaking
I		Opinion Matters

CREDIT AGREEMENT

     This CREDIT AGREEMENT (Agreement) is entered into as of March 29, 2007, among GROUP 1 REALTY, INC., a Delaware corporation, as borrower (the Borrower), GROUP 1 AUTOMOTIVE, INC., a Delaware corporation (the Company), each lender from time to time party hereto (collectively, the Lenders and individually, a Lender), and BANK OF AMERICA, N.A., as Administrative Agent.

     The Borrower has requested that the Lenders provide a credit facility, and the Lenders are willing to do so on the terms and conditions set forth herein.

     In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I.
DEFINITIONS AND ACCOUNTING TERMS

     1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

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

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

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

     Adjusted Total Indebtedness means, as of any date of determination, for the Company and its Restricted Subsidiaries, on a consolidated basis, the difference between (a) Indebtedness and (b) the sum of (i) floor plan loans in respect of inventory of the Company and its Restricted Subsidiaries, (ii) Excluded Capital Leases, and (iii) Retail Loan Guarantees not in excess of ten percent (10%) of Stockholders Equity.

     Administrative Agent means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent appointed in accordance with Section 9.06.

     Administrative Agents Office means the Administrative Agents address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify to the Borrower and the Lenders.

     Administrative Questionnaire means an Administrative Questionnaire in a form supplied by the Administrative Agent.

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

     Aggregate Commitments means the Commitments of all the Lenders.

     Agreement means this Credit Agreement.

     Applicable Percentage means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Commitments represented by such Lenders Commitment at such time. If the Commitment of each Lender to make Loans has been terminated pursuant to Section 8.02 or if the Aggregate Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

     Applicable Rate means a per annum rate equal to:

	(a)		with respect to Base Rate Loans, 0.00%;
	(b)		with respect to Eurodollar Rate Loans, 1.05%; and
	(c)		with respect to the Commitment Fee, 0.10%.

     Approved Fund means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.