GROUP 1 AUTOMOTIVE INC
AMENDMENT TO 4TH AMENDED REVOLVING CREDIT AGRMT
<DOCUMENT>
<TYPE>EX-10.24
<SEQUENCE>3
<FILENAME>h85106ex10-24.txt
<DESCRIPTION>AMENDMENT TO 4TH AMENDED REVOLVING CREDIT AGRMT
<TEXT>

<PAGE>   1
                                                                 EXHIBIT 10.24




                     SECOND AMENDMENT TO FOURTH AMENDED AND
                       RESTATED REVOLVING CREDIT AGREEMENT


         THIS SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED REVOLVING CREDIT
AGREEMENT (this "AMENDMENT") dated effective as of May 22, 2000, is entered into
among GROUP 1 AUTOMOTIVE, INC., a Delaware corporation (the "COMPANY"), each of
the subsidiaries of the Company listed on the signature pages attached to the
Fourth Amended and Restated Agreement (as defined herein) (the "SUBSIDIARIES")
and such other subsidiaries of the Company which have become parties to the
Fourth Amended and Restated Agreement by execution of an Addendum (the "ADDENDUM
BORROWERS") (the Company, the Subsidiaries and Addendum Borrowers are
collectively, the "BORROWERS"), the lenders listed on the signature pages
attached to the Fourth Amended and Restated Agreement (the "LENDERS"), CHASE
BANK OF TEXAS, N.A., a national banking association, as Administrative Agent for
the Lenders (in such capacity together with any successor in such capacity
pursuant to Section 12.6 of the Fourth Amended and Restated Agreement, the
"AGENT"), COMERICA BANK, a Michigan banking association, as Floor Plan Agent for
the Lenders (in such capacity together with any successor in such capacity
pursuant to Section 12.13 of the Fourth Amended and Restated Agreement, the
"FLOOR PLAN AGENT"), Bank of America, N.A., as Documentation Agent, U.S. Bank
National Association, Bank One Texas, N.A. and Fleet National Bank, formerly
known as BankBoston, N.A., as Co-Agents.

                                   WITNESSETH:

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

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

         WHEREAS, on, November 10, 1998, the Borrowers, the lenders party
thereto, the Agent and the Floor Plan Agent amended the Amended and Restated
Agreement and entered into the Second Amended and Restated Revolving Credit
Agreement (hereinafter called the "SECOND AMENDED AND RESTATED AGREEMENT")
whereby, upon the terms and conditions therein stated, such Lenders agreed to
make loans to the Borrowers up to the aggregate amount of $425,000,000 to be
used by the


GROUP 1 AUTOMOTIVE, INC./CHASE BANK OF TEXAS, N.A.
Second Amendment to Fourth Amended and Restated Revolving Credit Agreement


                                       1


<PAGE>   2


Borrowers for the purposes set forth in Section 9.9 of the Second Amended and
Restated Agreement; and

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

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

         WHEREAS, on March 7, 2000, the Borrowers, the lenders parties thereto,
the Agent and the Floor Plan Agent amended the Fourth Amended and Restated
Agreement and entered into the Amendment to Fourth Amended and Restated
Revolving Credit Agreement (hereinafter called the "FIRST AMENDMENT") whereby,
upon the terms and conditions therein stated, such lenders and Borrowers agreed
to amend the "Restricted Payments" provision set forth in Section 10.13(d) of
the Fourth Amended and Restated Agreement (the Fourth Amended and Restated
Agreement as amended by the First Amendment is collectively referred to herein
as the "FOURTH AMENDED AND RESTATED AGREEMENT"); and

         WHEREAS, the Borrowers, the Lenders, the Agent and the Floor Plan Agent
mutually desire to amend certain aspects of the Fourth Amended and Restated
Agreement as set forth herein; and

         WHEREAS, unless otherwise expressly provided in this Amendment,
capitalized terms used in this Amendment shall have the same meanings specified
in the Fourth Amended and Restated Agreement; and

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



GROUP 1 AUTOMOTIVE, INC./CHASE BANK OF TEXAS, N.A.
Second Amendment to Fourth Amended and Restated Revolving Credit Agreement


                                       2


<PAGE>   3



                                    ARTICLE 1

                               NEGATIVE COVENANTS



         Section 1.1 Restricted Payments. Sections 10.13(c) and 10.13(d) of the
Fourth Amended and Restated Agreement are deleted in their entireties and
replaced with the following Sections 10.13(c) and 10.13(d):

                  (c) the Company may declare and pay cash dividends on its
         capital stock, may purchase shares of its capital stock, and/or may
         make any other Restricted Payment, provided (i) no Default or Event of
         Default has occurred, is continuing or would be created thereby and
         (ii) that the aggregate amount payable in respect of cash dividends
         paid by the Company, the shares purchased by the Company, and/or the
         Restricted Payments made by the Company shall not exceed an amount
         equal to the sum of $5,000,000 plus thirty-three and thirty-three
         one-hundredths percent (33.33%) of the aggregate Consolidated Net
         Income for the period commencing on December 31, 1997, and ending on
         the date of determination taken as a single accounting period; and

                  (d) the Company may purchase shares of its capital stock to
         sell to employees of the Company pursuant to a Company sponsored
         employee stock purchase plan, provided that such sales price is not
         less than 85% of the Company's cost.

                                    ARTICLE 2

                         REPRESENTATIONS AND WARRANTIES

         Section 2.1 Representations Repeated. The representations and
warranties of the Borrowers contained in the Fourth Amended and Restated
Agreement and the other Loan Documents and otherwise made in writing by or on
behalf of the Borrowers pursuant to the Fourth Amended and Restated Agreement
and the other Loan Documents were true and correct when made, and are true and
correct in all material respects at and as of the time of delivery of this
Amendment, except for such changes in the facts represented and warranted as are
not in violation of the Fourth Amended and Restated Agreement, this Amendment or
the other Loan Documents or which were limited to an earlier date.

         Section 2.2 Loan Documents. All Loan Documents to which the Borrowers
are a party shall secure the Notes and all of the Indebtedness and Obligations
of the Borrowers to the Lenders as such Indebtedness and Obligations are
increased and modified by this Amendment, whether or not such Loan Documents
shall be expressly amended or supplemented in connection herewith.




GROUP 1 AUTOMOTIVE, INC./CHASE BANK OF TEXAS, N.A.
Second Amendment to Fourth Amended and Restated Revolving Credit Agreement


                                       3


<PAGE>   4


         Section 2.3 Compliance with Obligations. The Borrowers have performed
and complied with all agreements and conditions contained in the Fourth Amended
and Restated Agreement and the Loan Documents required to be performed or
complied with by the Borrowers prior to or at the time of delivery of this
Amendment.

         Section 2.4 Defaults. There exists, and after giving effect to this
Amendment will exist, no Default or Event of Default, or any condition, or act
which constitutes, or with notice or lapse of time (or both) would constitute an
event of default under any loan agreement, note agreement, or trust indenture to
which the Borrowers are a party.

         Section 2.5 No Amendments. Nothing in this Article 2 of this Amendment
is intended to amend any of the representations or warranties contained in the
Fourth Amended and Restated Agreement.

                                    ARTICLE 3

                                  MISCELLANEOUS

         Section 3.1 Fees. The Company shall pay a fee of $5,000 to each Lender
who approves this Amendment and delivers executed signature pages in the
following manner: (i) a copy by telecopy by 5:00 p.m. on Monday, May 22, 2000,
to Richard L. Burleson, at Telecopy No. (713) 752-4221, and (ii) the originals
by overnight mail by 5:00 p.m. on Tuesday, May 23, 2000, to Richard L. Burleson,
at Jackson Walker L.L.P., 1100 Louisiana Street, Suite 4200, Houston, Texas
77002.

         Section 3.2 Extent of Amendments. Except as otherwise expressly
provided herein, the Fourth Amended and Restated Agreement, the Loan Documents,
the Notes and the other instruments and agreements referred to therein are not
amended, modified or affected by this Amendment. Except as expressly set forth
herein, all of the terms, conditions, covenants, representations, warranties and
all other provisions of the Fourth Amended and Restated Agreement are herein
ratified and confirmed and shall remain in full force and effect.

         Section 3.3 References. On and after the date on which this Amendment
becomes effective, the terms, "this Agreement," "hereof," "herein," "hereunder"
and terms of like import, when used herein or in the Fourth Amended and Restated
Agreement shall, except where the context otherwise requires, refer to the
Fourth Amended and Restated Agreement, as amended by this Amendment.

         Section 3.4 Counterparts. This Amendment may be executed in two or more
counterparts, and it shall not be necessary that the signatures of all parties
hereto be contained on any one counterpart hereof; each counterpart shall be
deemed an original, but all of which together shall constitute one and the same
instrument.



GROUP 1 AUTOMOTIVE, INC./CHASE BANK OF TEXAS, N.A.
Second Amendment to Fourth Amended and Restated Revolving Credit Agreement


                                       4


<PAGE>   5


                   [SIGNATURES FOLLOWING ON SUCCEEDING PAGES]
















GROUP 1 AUTOMOTIVE, INC./CHASE BANK OF TEXAS, N.A.
Second Amendment to Fourth Amended and Restated Revolving Credit Agreement


                                       5


<PAGE>   6





         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.


BORROWERS:                          GROUP 1 AUTOMOTIVE, INC.,
                                    a Delaware corporation


                                    By:
                                       ----------------------------------------
                                    Name:    Scott L. Thompson
                                    Title:   Senior Vice President

                                    COURTESY NISSAN, INC., a Texas corporation;
                                    FOYT MOTORS, INC., a Texas corporation; BOB
                                    HOWARD AUTOMOTIVE-H, INC., an Oklahoma
                                    corporation; HOWARD PONTIAC-GMC, INC., an
                                    Oklahoma corporation; ROUND ROCK NISSAN,
                                    INC., a Texas corporation; MIKE SMITH
                                    AUTOPLAZA, INC., a Texas corporation; SMITH,
                                    LIU & KUTZ, INC., a Texas corporation; TOWN
                                    NORTH IMPORTS, INC., a Texas corporation;
                                    TOWN NORTH NISSAN, INC., a Texas
                                    corporation; TOWN NORTH SUZUKI, INC., a
                                    Texas corporation; GROUP 1 FORD, INC., a
                                    Texas corporation; MIKE SMITH AUTOMOTIVE-N,
                                    INC., a Texas corporation; MIKE SMITH
                                    AUTOPLEX, Inc., a Texas corporation; MIKE
                                    SMITH AUTOPLEX BUICK, INC., a Texas
                                    corporation; MIKE SMITH AUTOPLEX DODGE,
                                    INC., a Texas corporation; MIKE SMITH
                                    AUTOPLEX-GERMAN IMPORTS, INC., a Texas
                                    corporation; MIKE SMITH AUTOPLEX-V, INC., a
                                    Texas corporation; HIGHLAND AUTOPLEX, INC.,
                                    a Texas corporation; HOWARD AUTOMOTIVE
                                    GROUP, INC., an Oklahoma corporation; MIKE
                                    SMITH GM, INC., a Delaware corporation; MIKE
                                    SMITH MOTORS, INC., a Texas corporation;
                                    MIKE SMITH IMPORTS, INC., a Texas
                                    corporation; JIM TIDWELL FORD, INC., a
                                    Delaware corporation; MIKE SMITH
                                    AUTOMOTIVE-H, Inc., a Delaware corporation;
                                    LUBBOCK MOTORS-M, Inc., a Delaware




GROUP 1 AUTOMOTIVE, INC./CHASE BANK OF TEXAS, N.A.
Second Amendment to Fourth Amended and Restated Revolving Credit Agreement




<PAGE>   7
                                    corporation; JOHNS AUTOMOTIVE GROUP, INC., a
                                    New Mexico corporation; GPI ACQUISITION-I,
                                    INC., a Texas corporation; HARVEY-T, INC., a
                                    Delaware corporation; KEY FORD, INC., a
                                    Florida corporation; SHAMROCK CHEVROLET,
                                    INC., a Florida corporation; HARVEY
                                    HOLDINGS, INC., a Delaware corporation


                                    By:
                                       ----------------------------------------
                                    Name:    Scott L. Thompson
                                    Title:   Vice President


                                    GROUP 1 REALTY, INC., a Delaware
                                    corporation; GROUP 1 ASSOCIATES, INC., a
                                    Delaware corporation


                                    By:
                                       ----------------------------------------
                                    Name:    Scott L. Thompson
                                    Title:   President


                                    DANVERS - DCII, INC., a Delaware
                                    corporation; DANVERS - DC, INC., a Delaware
                                    corporation; DANVERS - GM, INC., a Delaware
                                    corporation; DANVERS - S, INC., a Delaware
                                    corporation; DANVERS - SU, INC., a Delaware
                                    corporation; DANVERS - T, INC., a Delaware
                                    corporation; DANVERS - TL, INC., a Delaware
                                    corporation


                                    By:
                                       ----------------------------------------
                                    Name:    Scott L. Thompson
                                    Title:   Vice President


GROUP 1 AUTOMOTIVE, INC./CHASE BANK OF TEXAS, N.A.
Second Amendment to Fourth Amended and Restated Revolving Credit Agreement




<PAGE>   8


                                    MAXWELL CHRYSLER, PLYMOUTH, DODGE, JEEP,
                                    EAGLE, LTD., a Texas limited partnership;
                                    PRESTIGE CHRYSLER PLYMOUTH SOUTH, LTD., a
                                    Texas limited partnership; PRESTIGE CHRYSLER
                                    PLYMOUTH NORTHWEST, LTD., a Texas limited
                                    partnership; MAXWELL FORD, LTD., a Texas
                                    limited partnership; COLONIAL
                                    CHRYSLER-PLYMOUTH, LTD., a Texas limited
                                    partnership; CHAPERRAL DODGE, LTD., a Texas
                                    limited partnership; LUBBOCK MOTORS-F, LTD.,
                                    a Texas limited partnership; LUBBOCK
                                    MOTORS-T, LTD., a Texas limited partnership;
                                    ROCKWALL AUTOMOTIVE-F, LTD., a Texas limited
                                    partnership; AMARILLO MOTORS-C, LTD., a
                                    Texas limited partnership; AMARILLO
                                    MOTORS-J, LTD., a Texas limited partnership;
                                    AMARILLO MOTORS-F, LTD., a Texas limited
                                    partnership; GPI, LTD., a Texas limited
                                    partnership; MCCALL - TL, LTD., a Texas
                                    limited partnership; MCCALL - HA, LTD., a
                                    Texas limited partnership; MCCALL - T, LTD.,
                                    a Texas limited partnership; KUTZ - DC,
                                    LTD., a Texas limited partnership; LUBBOCK
                                    MOTORS, LTD., a Texas limited partnership

                                    By:  GROUP 1 ASSOCIATES, INC., a Delaware
                                         corporation


                                    By:
                                       ----------------------------------------
                                    Name:    Scott L. Thompson
                                    Title:   President


                                    GROUP 1 HOLDINGS-DC, L.L.C., a Delaware
                                    limited liability company; GROUP 1
                                    HOLDINGS-F, L.L.C., a Delaware limited
                                    liability company; GROUP 1 HOLDINGS-GM,
                                    L.L.C., a Delaware limited liability
                                    company; GROUP 1 HOLDINGS-H, L.L.C., a
                                    Delaware limited liability company; GROUP 1
                                    HOLDINGS-N, L.L.C., a Delaware limited
                                    liability company; GROUP 1 HOLDINGS-S,




GROUP 1 AUTOMOTIVE, INC./CHASE BANK OF TEXAS, N.A.
Second Amendment to Fourth Amended and Restated Revolving Credit Agreement




<PAGE>   9



                                    L.L.C., a Delaware limited liability
                                    company; GROUP 1 HOLDINGS-T, L.L.C., a
                                    Delaware limited liability company

                                    By: GROUP 1 AUTOMOTIVE, INC., a Delaware
                                        corporation


                                    By:
                                       ----------------------------------------
                                    Name:    Scott L. Thompson
                                    Title:   Senior Vice President


                                    HARVEY OPERATIONS-T, LLC, a Delaware limited
                                    liability company

                                    By: HARVEY-T, INC., a Delaware corporation

                                    By:
                                       ----------------------------------------
                                    Name:    Scott L. Thompson
                                    Title:   Vice President


                                    HARVEY GM, LLC, a Delaware limited liability
                                    company; HARVEY FORD, LLC, a Delaware
                                    limited liability company

                                    By: HARVEY HOLDINGS, INC., a Delaware
                                        corporation

                                    By:
                                       ----------------------------------------
                                    Name:    Scott L. Thompson
                                    Title:   Vice President

                                    IRA AUTOMOTIVE GROUP, LLC, a Delaware
                                    limited liability company

                                    By:      DANVERS - T, INC., a Delaware
                                             corporation


                                    By:
                                       ----------------------------------------
                                    Name:    Scott L. Thompson
                                    Title:   Vice President





GROUP 1 AUTOMOTIVE, INC./CHASE BANK OF TEXAS, N.A.
Second Amendment to Fourth Amended and Restated Revolving Credit Agreement




<PAGE>   10





                                    BOB HOWARD DODGE, INC., an Oklahoma
                                    corporation; BOB HOWARD GERMAN IMPORTS,
                                    INC., an Oklahoma corporation; CASA CHRYSLER
                                    PLYMOUTH JEEP, INC., a New Mexico
                                    corporation; GROUP 1 LP INTERESTS-DC, INC.,
                                    a Delaware corporation

                                    By: GROUP 1 HOLDINGS-DC, L.L.C., a Delaware
                                        limited liability company

                                        By: GROUP 1 AUTOMOTIVE, INC., a Delaware
                                            corporation


                                        By:
                                           ------------------------------------
                                        Name:    Scott L. Thompson
                                        Title:   Senior Vice President


                                    KOONS FORD, INC., a Florida corporation;
                                    COURTESY FORD, INC., a Florida corporation;
                                    FLAMINGO FORD, INC., a Florida corporation;
                                    JIM TIDWELL FORD, Inc., a Delaware
                                    corporation; GROUP 1 LP INTERESTS-F, INC., a
                                    Delaware corporation; PERIMETER FORD, INC.,
                                    a Delaware corporation

                                    By: GROUP 1 HOLDINGS-F, L.L.C., a Delaware
                                        limited liability company

                                        By: GROUP 1 AUTOMOTIVE, INC., a Delaware
                                            corporation


                                        By:
                                           ------------------------------------
                                        Name:    Scott L. Thompson
                                        Title:   Senior Vice President


GROUP 1 AUTOMOTIVE, INC./CHASE BANK OF TEXAS, N.A.
Second Amendment to Fourth Amended and Restated Revolving Credit Agreement




<PAGE>   11





                                    BOB HOWARD AUTOMOTIVE-EAST, INC., an
                                    Oklahoma corporation; BOB HOWARD CHEVROLET,
                                    INC., an Oklahoma corporation; CASA
                                    CHEVROLET, INC., a New Mexico corporation;
                                    SUNSHINE BUICK PONTIAC GMC TRUCK, INC., a
                                    New Mexico corporation; LUBY CHEVROLET CO.,
                                    a Delaware corporation; GROUP 1 LP
                                    INTERESTS-GM, INC., a Delaware corporation

                                    By: GROUP 1 HOLDINGS-GM, L.L.C., a Delaware
                                        limited liability company

                                        By: GROUP 1 AUTOMOTIVE, INC.,
                                            a Delaware corporation


                                        By:
                                           ------------------------------------
                                        Name:    Scott L. Thompson
                                        Title:   Senior Vice President


                                    BOB HOWARD NISSAN, INC., an Oklahoma
                                    corporation; GROUP 1 LP INTERESTS-N, INC.,
                                    a Delaware corporation

                                    By: GROUP 1 HOLDINGS-N, L.L.C., a Delaware
                                        limited liability company

                                        By: GROUP 1 AUTOMOTIVE, INC.,
                                            a Delaware corporation


                                        By:
                                           ------------------------------------
                                        Name:    Scott L. Thompson
                                        Title:   Senior Vice President



GROUP 1 AUTOMOTIVE, INC./CHASE BANK OF TEXAS, N.A.
Second Amendment to Fourth Amended and Restated Revolving Credit Agreement

<PAGE>   12



                                    BOB HOWARD MOTORS, INC., an Oklahoma
                                    corporation; GROUP 1 LP INTERESTS-T, INC.,
                                    a Delaware corporation

                                    By: GROUP 1 HOLDINGS-T, L.L.C., a
                                        Delaware limited liability company

                                        By: GROUP 1 AUTOMOTIVE, INC.,
                                            a Delaware corporation


                                        By:
                                           ------------------------------------
                                        Name:    Scott L. Thompson
                                        Title:   Senior Vice President




GROUP 1 AUTOMOTIVE, INC./CHASE BANK OF TEXAS, N.A.
Second Amendment to Fourth Amended and Restated Revolving Credit Agreement


<PAGE>   13



                                    GROUP 1 LP INTERESTS-H, INC., a Delaware
                                    corporation; GROUP 1 LP INTERESTS-S, INC., a
                                    Delaware corporation

                                    By:
                                       ----------------------------------------
                                    Name:    Janet Giles
                                    Title:   President


                                    DELAWARE ACQUISITION-DC, L.L.C., a Delaware
                                    limited liability company

                                    By:      GROUP 1 LP INTERESTS-DC,  INC.,
                                             a Delaware corporation


                                    By:
                                       ----------------------------------------
                                    Name:    Janet Giles
                                    Title:   President


                                    DELAWARE  ACQUISITION-GM,  L.L.C., a
                                    Delaware limited liability company

                                    By:      GROUP 1 INTERESTS-GM, INC.,
                                             a Delaware corporation


                                    By:
                                       ----------------------------------------
                                    Name:    Janet Giles
                                    Title:   President


                                    DELAWARE  ACQUISITION-T,  L.L.C.,
                                    a Delaware limited liability company

                                    By:      GROUP 1 LP  INTERESTS-T,  INC.,
                                             a  Delaware corporation


                                    By:
                                       ----------------------------------------
                                    Name:    Janet Giles
                                    Title:   President




GROUP 1 AUTOMOTIVE, INC./CHASE BANK OF TEXAS, N.A.
Second Amendment to Fourth Amended and Restated Revolving Credit Agreement


<PAGE>   14



                                    DELAWARE ACQUISITION-F, L.L.C., a Delaware
                                    limited liability company

                                    By:      GROUP 1 LP INTERESTS-F, INC.,
                                             a  Delaware corporation


                                    By:
                                       ----------------------------------------
                                    Name:    Janet Giles
                                    Title:   President







GROUP 1 AUTOMOTIVE, INC./CHASE BANK OF TEXAS, N.A.
Second Amendment to Fourth Amended and Restated Revolving Credit Agreement


<PAGE>   15



AGENT AND ISSUING BANK:             CHASE BANK OF TEXAS, N.A.


                                    By:
                                       ----------------------------------------
                                    Name:    James R. Dolphin
                                    Title:   Senior Vice President





GROUP 1 AUTOMOTIVE, INC./CHASE BANK OF TEXAS, N.A.
Second Amendment to Fourth Amended and Restated Revolving Credit Agreement

<PAGE>   16



FLOOR PLAN AGENT                    COMERICA BANK
AND SWING LINE BANK


                                    By:
                                       ----------------------------------------
                                    Name:    Joseph A. Moran
                                    Title:   Senior Vice President






GROUP 1 AUTOMOTIVE, INC./CHASE BANK OF TEXAS, N.A.
Second Amendment to Fourth Amended and Restated Revolving Credit Agreement

<PAGE>   17



LENDERS:                            AMARILLO NATIONAL BANK


                                    By:
                                       ----------------------------------------
                                    Name:    R. Wesley Savage
                                    Title:   Executive Vice President

                                    Address:      P. O. Box 1
                                                  Amarillo, Texas 79105

                                    Telecopy No.: (806) 378-8395


GROUP 1 AUTOMOTIVE, INC./CHASE BANK OF TEXAS, N.A.
Second Amendment to Fourth Amended and Restated Revolving Credit Agreement

<PAGE>   18




                                  BMW FINANCIAL SERVICES N.A., INC.


                                  By:
                                     ------------------------------------------
                                  Name:    James A. Janson
                                  Title:   Manager, Retailer Commercial Finance

                                  Address:      5515 Parkcenter Circle
                                                Dublin, OH 43017

                                  Telecopy No.: (800) 362-4269





GROUP 1 AUTOMOTIVE, INC./CHASE BANK OF TEXAS, N.A.
Second Amendment to Fourth Amended and Restated Revolving Credit Agreement

<PAGE>   19




                                    BANK OF AMERICA, N.A.


                                    By:
                                       ----------------------------------------
                                    Name:    Bruce Clay
                                    Title:   Senior Vice President

                                    Address:       110 Cypress Station Drive,
                                                   Suite 200
                                                   Houston, Texas 77090

                                    Telecopy No.:  (281) 537-3246



GROUP 1 AUTOMOTIVE, INC./CHASE BANK OF TEXAS, N.A.
Second Amendment to Fourth Amended and Restated Revolving Credit Agreement

<PAGE>   20



                                    BANK OF OKLAHOMA, N.A.


                                    By:
                                       ----------------------------------------
                                    Name:    Laura Christofferson
                                    Title:   Senior Vice President

                                    Address:      201 Robert S. Kerr
                                                  Oklahoma City, Oklahoma 73102

                                    Telecopy No.: (405) 272-2588




GROUP 1 AUTOMOTIVE, INC./CHASE BANK OF TEXAS, N.A.
Second Amendment to Fourth Amended and Restated Revolving Credit Agreement

<PAGE>   21



                                    BANK ONE TEXAS, N.A.


                                    By:
                                       ----------------------------------------
                                    Name:    Jeffrey D. Edge
                                    Title:   Vice President

                                    Address:       1424 East North Belt,
                                                   Suite 100
                                                   Houston, TX 77032

                                    Telecopy No.:  (281) 985-2931





GROUP 1 AUTOMOTIVE, INC./CHASE BANK OF TEXAS, N.A.
Second Amendment to Fourth Amended and Restated Revolving Credit Agreement


<PAGE>   22



                                    CHASE BANK OF TEXAS, N.A.


                                    By:
                                       ----------------------------------------
                                    Name:    James R. Dolphin
                                    Title:   Senior Vice President

                                    Address:      712 Main Street
                                                  5-CBBE-78
                                                  Houston, TX 77002

                                    Telecopy No.:     (713) 216-6004





GROUP 1 AUTOMOTIVE, INC./CHASE BANK OF TEXAS, N.A.
Second Amendment to Fourth Amended and Restated Revolving Credit Agreement

<PAGE>   23



                                    CHRYSLER FINANCIAL COMPANY, L.L.C.

                                    By:
                                       ----------------------------------------
                                    Name:    Devon Cohen
                                    Title:   Vice President/General Manager

                                    Address:      Dealer Credit Department
                                                  27777 Franklin Road
                                                  Southfield, Michigan 48034

                                    Telecopy No.: (248) 948-3838









GROUP 1 AUTOMOTIVE, INC./CHASE BANK OF TEXAS, N.A.
Second Amendment to Fourth Amended and Restated Revolving Credit Agreement
<PAGE>   24


                                    COMERICA BANK


                                    By:
                                       ----------------------------------------
                                    Name: Joseph A. Moran
                                    Title: Senior Vice President

                                    Address: 411 West Lafayette MC3517,
                                             8th Floor
                                             Detroit, Michigan 48226

                                    Telecopy No.: (313) 222-7284


GROUP 1 AUTOMOTIVE, INC./CHASE BANK OF TEXAS, N.A.
Second Amendment to Fourth Amended and Restated Revolving Credit Agreement
<PAGE>   25


                                    FLEET NATIONAL BANK, formerly known as
                                    BankBoston, N.A.


                                    By:
                                       ----------------------------------------
                                    Name:
                                         --------------------------------------
                                    Title:
                                          -------------------------------------

                                    Address:
                                            -----------------------------------

                                            -----------------------------------

                                            -----------------------------------

                                    Telecopy No.:
                                                 ------------------------------


GROUP 1 AUTOMOTIVE, INC./CHASE BANK OF TEXAS, N.A.
Second Amendment to Fourth Amended and Restated Revolving Credit Agreement
<PAGE>   26


                                    FORD MOTOR CREDIT COMPANY


                                    By:
                                       ----------------------------------------
                                    Name: William C. Van Horn
                                    Title: Major Accounts Executive

                                    Address: The American Road
                                             Dearborn, MI 48121

                                    Telecopy No.: (313) 390-5459


GROUP 1 AUTOMOTIVE, INC./CHASE BANK OF TEXAS, N.A.
Second Amendment to Fourth Amended and Restated Revolving Credit Agreement
<PAGE>   27


                                    GENERAL MOTORS ACCEPTANCE CORPORATION


                                    By:
                                       ----------------------------------------
                                    Name: Jeffrey G. McLeod
                                    Title: Vice President National Dealer
                                           Account

                                    Address: GMAC National Accounts Dept.
                                             GMAC Building 3-132
                                             3044 West Grand Boulevard
                                             Detroit, Michigan 48202

                                    Telecopy No.: (313) 974-4450


GROUP 1 AUTOMOTIVE, INC./CHASE BANK OF TEXAS, N.A.
Second Amendment to Fourth Amended and Restated Revolving Credit Agreement
<PAGE>   28


                                    MERCEDES BENZ CREDIT CORPORATION


                                    By:
                                       ----------------------------------------
                                    Name:
                                         --------------------------------------
                                    Title:
                                          -------------------------------------

                                    Address: 600 Embassy Row
                                             Suite 160
                                             Atlanta, Georgia  30328

                                    Telecopy No.: (800) 837-7272


GROUP 1 AUTOMOTIVE, INC./CHASE BANK OF TEXAS, N.A.
Second Amendment to Fourth Amended and Restated Revolving Credit Agreement
<PAGE>   29


                                    NORWEST BANK MINNESOTA, N.A.


                                    By:
                                       ----------------------------------------
                                    Name: Brent Fossey
                                    Title: Vice President, Auto Finance Group

                                    Address: 55 East Fifth Street
                                             St. Paul, Minnesota 55101-2304

                                    Telecopy No.: (651) 205-8496


GROUP 1 AUTOMOTIVE, INC./CHASE BANK OF TEXAS, N.A.
Second Amendment to Fourth Amended and Restated Revolving Credit Agreement
<PAGE>   30


                                    TOYOTA MOTOR CREDIT CORPORATION


                                    By:
                                       ----------------------------------------
                                    Name: Joseph Steib
                                    Title: National Dealer Credit Manager

                                    Address: 19001 South Western Avenue
                                             Torrance, California 90509-2958

                                    Telecopy No.: (800) 643-9811


GROUP 1 AUTOMOTIVE, INC./CHASE BANK OF TEXAS, N.A.
Second Amendment to Fourth Amended and Restated Revolving Credit Agreement
<PAGE>   31


                                    U.S. BANK NATIONAL ASSOCIATION


                                    By:
                                       ----------------------------------------
                                    Name:
                                         --------------------------------------
                                    Title:
                                          -------------------------------------

                                    Address: 10800 N.E. 8th Street, Suite 900
                                             Bellevue, WA 98004

                                    Telecopy No.: (425) 450-5762


GROUP 1 AUTOMOTIVE, INC./CHASE BANK OF TEXAS, N.A.
Second Amendment to Fourth Amended and Restated Revolving Credit Agreement
<PAGE>   32


                                    WORLD OMNI FINANCIAL CORP.


                                    By:
                                       ----------------------------------------
                                    Name: Bruce Wohlleb
                                    Title: Vice President

                                    Address: 120 NW 12th Avenue
                                             Deerfield Beach, FL 33442


                                    Telecopy No.: (954) 420-3301


GROUP 1 AUTOMOTIVE, INC./CHASE BANK OF TEXAS, N.A.
Second Amendment to Fourth Amended and Restated Revolving Credit Agreement


</TEXT>
</DOCUMENT>
