EX-4.1






DATED 10 January 2012




(1) UAG UK HOLDINGS LIMITED

(as Parent)




(2) SYTNER GROUP LIMITED

(as Company and Original Borrower)




(3) THE COMPANIES LISTED IN PART 1 OF SCHEDULE 1 OF THIS AGREEMENT

(as Original Obligors)




(4) THE ROYAL BANK OF SCOTLAND PLC AND BMW FINANCIAL SERVICES (GB)

LIMITED

(as Mandated Lead Arranger)




(5) THE FINANCIAL INSTITUTIONS LISTED IN PART 2 OF SCHEDULE 1 OF

THIS AGREEMENT

(as Original Lenders)




(6) THE ROYAL BANK OF SCOTLAND PLC

(as Agent)




(7) THE ROYAL BANK OF SCOTLAND PLC

(as Security Agent)




	 
	AMENDMENT DEED

relating to a facility agreement dated

16 December 2011















1






CONTENTS




THIS DEED is made on 10 January 2012



BETWEEN:-



(1) UAG UK HOLDINGS LIMITED (the “Parent”);



(2) SYTNER GROUP LIMITED (the “Company”);




	(3)	 	THE SUBSIDIARIES of the Company listed in Part 1 of Schedule 1 as original obligors (together
with the Parent and the Company, the “Original Obligors”);






	(4)	 	THE ROYAL BANK OF SCOTLAND PLC AND BMW FINANCIAL SERVICES (GB) LIMITED as mandated lead
arrangers (whether acting individually or together) (the "Arranger”);






	(5)	 	THE FINANCIAL INSTITUTIONS listed in Part 2 of Schedule 1 as lenders (the “Original
Lenders”);






	(6)	 	THE ROYAL BANK OF SCOTLAND PLC as agent of the other Finance Parties (the “Agent”); and






	(7)	 	THE ROYAL BANK OF SCOTLAND PLC as security trustee for the Secured Parties (the “Security
Agent”).





	 	 	 
	RECITALS
	A

B
	 	This Deed is supplemental to and amends a £100,000,000 revolving facility agreement dated 16 December 2011, made between

(among others) the Parties (the “Facility Agreement”).

The Parties have agreed to amend the Facility Agreement on the terms of this Deed.







IT IS AGREED as follows:-




	1.	 	DEFINITIONS AND INTERPRETATION






	1.1	 	Definitions






In this Deed:-




"Effective Date” means, subject to Clause 2.2, the date on which the Agent notifies the
Parent that it has received all of the documents and other evidence listed in Schedule 2
(Conditions precedent) in form and substance satisfactory to it.




	1.2	 	Incorporation of terms






Unless the context otherwise requires or unless defined in this Deed, all words and
expressions defined or whose interpretation is provided for in the Facility Agreement have
the same meanings in this Deed.




	1.3	 	Interpretation






The principles of interpretation set out in clause 1.2 (Construction) of the Facility
Agreement shall apply to this Deed insofar as they are relevant to it and in this Deed,
unless the context otherwise requires, a reference to a “Finance Document” or any other
agreement or instrument is a reference to that Finance Document or other agreement or
instrument as amended, novated, supplemented, restated or replaced (however fundamentally)
and includes any increase in, extension of, or change to, any facility made available
under that Finance Document or other agreement or instrument and includes any increase in,
extension of or change to any facility made available under that Finance Document or other
agreement or instrument.




	1.4	 	Third party rights






The provisions of clause 1.3 (Third party rights) of the Facility Agreement shall apply to
this Agreement as they apply to the Facility Agreement.




	2.	 	AMENDMENT






	2.1	 	Amendment of the Facility Agreement






With effect from the Effective Date the Facility Agreement shall be amended as set out in
Schedule 3 (Amendments to Facility Agreement).



	 	 	 	 	 
	2.2	 	Effective Date	 	 
	 	 	The Effective Date shall only occur if:-
	 	 	2.2.1

2.2.2
	 	no Default is continuing or would result from the occurrence of the Effective Date; and

the Repeating Representations to be made by each Obligor are true and accurate.








	3.	 	REPRESENTATIONS AND WARRANTIES






The Repeating Representations are deemed to be repeated by each Obligor by reference to
the facts and circumstances then existing on:-




	3.1	 	the date of this Deed; and






	3.2	 	the Effective Date (on which date each reference in the Facility Agreement to “this
Agreement” shall be taken as a reference to the Facility Agreement as amended by this Deed).






	4.	 	FURTHER ASSURANCE






Each Obligor shall, at its own expense, promptly do all acts and things necessary and sign
or execute any further documents which the Agent may require to give effect to this Deed.




	5.	 	CONSTRUCTION






With effect from the Effective Date the Facility Agreement and this Deed shall be treated
as one document and reference in any Finance Document to the Facility Agreement shall be
to the Facility Agreement as amended by this Deed.




	6.	 	CONFIRMATION






Without prejudice to the rights of any Finance Party which have arisen on or before the
Effective Date:-




	6.1	 	each Obligor confirms that on and after the Effective Date:-






	 	6.1.1	 	the Facility Agreement as amended by this Deed, and the other Finance
Documents, will remain in full force and effect; and






	 	6.1.2	 	the Security Documents to which it is a party will continue to secure all
liabilities which are expressed to be secured by them; and






	6.2	 	each Obligor confirms that its guarantee and indemnity under clause 20 (Guarantee and
indemnity) of the Facility Agreement shall continue on and after the Effective Date in
relation to each Obligor’s obligations under the Finance Documents.






	7.	 	MISCELLANEOUS






	7.1	 	Incorporation of terms






The provisions of clauses 36 (Partial Invalidity), 37 (Remedies and waivers),
40 (Counterparts) and 42 (Enforcement) of the Facility Agreement shall apply to this Deed
as they apply to the Facility Agreement.



	 	 	 	 	 
	7.2	 	Finance Document
	 	7.3	 	 	This Deed is a Finance Document.

Governing Law








This Deed and any non-contractual obligations arising out of or in connection with it are
governed by English law.



EXECUTED AND DELIVERED AS A DEED by the parties to this Deed on the date which first appears in
this Deed.



SCHEDULE 1

PART 1 – Obligors




	 	 	 	 	 	 	 
	Name of Original Obligor

	 	Registration number

(or equivalent, if

any)
	 	Jurisdiction of Incorporation





	UAG UK Holdings Limited

	 	 	4334322	 	 	England and Wales
	Sytner Group Limited

	 	 	2883766	 	 	England and Wales
	Sytner Cars Limited

	 	 	2832086	 	 	England and Wales
	Sytner Limited

	 	 	813696	 	 	England and Wales
	Sytner Holdings Limited

	 	 	2681878	 	 	England and Wales
	Goodman Retail Limited

	 	 	3097514	 	 	England and Wales
	R Stratton & Co Limited

	 	 	2696872	 	 	England and Wales
	Cruickshank Motors Limited

	 	 	1837492	 	 	England and Wales
	Graypaul Motors Limited

	 	 	3079284	 	 	England and Wales
	Sytner Coventry Limited

	 	 	1979805	 	 	England and Wales
	William Jacks Limited

	 	 	215293	 	 	England and Wales
	William Jacks Properties Limited

	 	 	1120920	 	 	England and Wales
	Ryland Group Limited

	 	 	4813103	 	 	England and Wales
	Rydnal Limited

	 	 	4814756	 	 	England and Wales
	Ryland Investments Limited

	 	 	491856	 	 	England and Wales
	Rycroft Vehicles Limited

	 	 	248481	 	 	England and Wales
	Sytner Retail Limited

	 	 	833930	 	 	England and Wales
	Ryland Group Services Limited

	 	 	1356615	 	 	England and Wales
	Ryland Properties Limited

	 	 	2286173	 	 	England and Wales
	John Fox Limited

	 	 	1359925	 	 	England and Wales
	Edmond & Milburn Limited

	 	 	3008457	 	 	England and Wales
	Sytner Vehicles Limited

	 	 	7089922	 	 	England and Wales
	Sytner Properties Limited

	 	 	3611990	 	 	England and Wales
	Maranello Holdings Limited

	 	 	2001186	 	 	England and Wales
	Maranello Concessionaires Limited

	 	 	655104	 	 	England and Wales
	Maranello Sales Limited

	 	 	1443371	 	 	England and Wales
	Goodman TPS Limited

	 	 	6821483	 	 	England and Wales
	Guy Salmon Limited

	 	 	3574418	 	 	England and Wales
	Mar Parts Limited

	 	 	827692	 	 	England and Wales






2




PART 2 – Lenders




	 	 	 
	Name of Lender	 	Commitment
	National Westminster Bank Plc

	 	£50,000,000
	 

	 	 
	BMW Financial Services (GB) Limited

	 	£50,000,000
	 

	 	 






SCHEDULE 2





3






Conditions precedent





	1	 	Obligors






	1.1	 	A copy of the constitutional documents of each Obligor or a certificate of a director of the
Company on behalf of each Obligor confirming that, as at the date of this Deed, there has been
no change to the constitutional documents of the Obligors since the date on which they were
last delivered to the Agent under the terms of the Facility Agreement.






	1.2	 	A copy of a resolution of the board or, if applicable, a committee of the board of directors
of each Obligor:-






	 	(a)	 	approving the terms of, and the transactions contemplated by, this Deed and
resolving that it execute, deliver and perform this Deed;






	 	(b)	 	authorising a specified person or persons to execute this Deed on its behalf;
and






	 	(c)	 	authorising a specified person or persons, on its behalf, to sign and/or
despatch all documents and notices to be signed and/or despatched by it under or in
connection with this Deed.






	1.3	 	If applicable, a copy of the board of directors of the relevant company, establishing the
committee referred to in sub-paragraph 1.2 above.






	1.4	 	A specimen of the signature of each person authorised by the resolution referred to in
paragraph 1.2 above in relation to this Deed and related documents.






	1.5	 	A certificate of an authorised signatory of the Parent or other relevant Obligor certifying
that each copy document relating to it specified in this Schedule 2 is correct, complete and
in full force and effect and has not been amended or superseded as a date no earlier than the
date of this Deed.






	2	 	Finance Documents






	2.1	 	The amendment and restatement deed relating to the Intercreditor Deed executed by the members
of the Group party to it.






	2.2	 	This Deed executed by the Obligors.






	3	 	Legal opinions






A legal opinion of Pinsent Masons LLP, legal advisers to the Agent as to English law
substantially in the form distributed to the Lenders prior to signing this Deed.




	4	 	Other documents and evidence






A copy of any other Authorisation or document, opinion or assurance which the Agent notifies
the Parent is necessary or desirable in connection with the entry and performance of the
transactions contemplated by this Deed or for the validity and enforceability of this Deed.



SCHEDULE 3

Amendments to Facility Agreement




	 	 	 	 	 	 	 
	The Facility Agreement shall be amended as follows:-	 	 
	 	1	 	 	Clause 1.1 (Definitions) of the Facility Agreement shall be amended as follows:-

	 	 	 	 	1.1

	 	the following definitions will be inserted:-







"Amendment Deed” means the amendment deed dated January 2012 amending this
Agreement




"Northern Bank Agreement” means the £2,000,000 facility agreement dated 17 August
2007 as amended on 25 August 2011 made between Northern Bank Limited and Agnew
Corporate Limited




"Ulster Bank Agreement” means the working capital facility agreement entered into
after the date of the Amendment Deed documenting the terms of a working capital
facility of up to £2,000,000 to be made available by Ulster Bank Limited to Agnew
Retail Limited, Isaac Agnew (Holdings) Limited, Agnew Commercials Limited, Bavarian
Garages (NI) Limited, GAP Software Solutions Limited, Isaac Agnew (Mallusk) Limited,
Roadfield Limited, Road-field Motors Limited, Scandinavian Cars Limited, Stanley
Motor Works (1932) Limited, Agnew Autoexchange Limited, Agnew Trade Centre Limited,
Agnew Corporate Limited, IAPCB Limited and Isaac Agnew Limited




	 	1.2	 	the definition of “DB Schemes” shall be amended by deleting “and” at the end of
paragraph (c) and inserting the following as new paragraphs (e) and (f):-






	 	 	 	"(e) the Isaac Agnew (Holdings) Retirement and Death Benefits Scheme
established by trust deed dated 1 October 2000; and






	 	(f)	 	the Isaac Agnew (Holdings) Limited Management Pension Plan
established by trust deed dated 25 March 1984”






	 	1.3	 	the definition of “Margin” shall be amended by inserting the following as a new
paragraph at the end of the definition:-






“For the avoidance of doubt, the Margin applicable from the date of this Agreement
until the date of the Amendment Deed (inclusive) will be 1.50 per cent per annum and
from the day after the date of the Amendment Deed until three Business Days
following receipt by the Agent of the Compliance Certificate for the Relevant Period
ending on 31 March 2012 will be 1.70 per cent per annum”




	 	1.4	 	paragraph (a) of the definition of “Permitted Acquisition” shall be amended by
deleting the reference to “Isaac Agnew Holdings Limited” and replacing it with “Agnew
Retail Limited”;






	 	1.5	 	the definition of “Permitted Financial Indebtedness” shall be amended by
deleting “and” at the end of paragraph (l), inserting the following as new paragraphs
(n) and (o) and renumbering the existing paragraph (n) as paragraph (p):-






	 	 	 	"(n) arising under the Ulster Bank Agreement provided that the
Financial Indebtedness arising under such agreement will only be permitted if
it is less than or equal to £2,000,000






	 	(o)	 	arising under the Northern Bank Agreement provided that the
Financial Indebtedness arising under such agreement will only be permitted if
it is less than or equal to the amount of the facility in place on the date of
the Amendment Deed”






	 	1.6	 	the definition of “Permitted Guarantee” shall be amended by deleting “and” at
the end of paragraph (j), inserting the following as new paragraphs (k), (l) and (m)
and renumbering the existing paragraph (k) as paragraph (n):-






	 	 	 	"(k) the guarantee to be granted by each member of the Group party
to the Ulster Bank Agreement in favour of Ulster Bank Limited in respect of the
Ulster Bank Agreement






	 	(l)	 	the guarantee dated the same date as the Amendment Deed granted
by each of Isaac Agnew Limited, Agnew Autoexchange Limited, Stanley Motor Works
(1932) Limited, Isaac Agnew (Distribution) Limited, Isaac Agnew (Mallusk)
Limited, Bavarian Garages (NI) Limited, IAPCB Limited, Car Warranty Limited,
Isaac Agnew Holdings Limited, Isaac Agnew Honda Limited, Trade Parts Specialist
(NI) Limited, Bavarian Garages (Mini) Limited, Agnew Corporate Limited, Agnew
Commercials Limited, Agnew Retail Limited, Scandinavian Cars Limited, GAP
Software Solutions Limited, Road-field Motors Limited, Roadfield Limited and
Agnew Trade Centre Limited in favour of Northern Bank Limited and






	 	(m)	 	the guarantees to be granted by the Company in relation to the
obligations of Agnew Autoexchange Limited, Isaac Agnew (Holdings) Limited,
Isaac Agnew Limited, IAPCB Limited and Isaac Agnew Mallusk Limited to
Volkswagen Financial Services (UK) Limited and Volkswagen Bank GmbH”






	 	1.7	 	the definition of “Permitted Loan” shall be amended by deleting “£200,000” in
paragraph (g) and inserting “£500,000” in its place






	 	1.8	 	the definition of “Permitted Security” shall be amended by deleting “or” at the
end of paragraph (m), inserting the following as a new paragraph (n) and renumbering
the existing paragraph (n) as paragraph (o):-






	 	 	 	"(n) the Security to be executed by the target companies described
in paragraph (a) of the definition of “Permitted Acquisition” and their
subsidiaries in favour of National Westminster Bank Plc as security for the
Financial Indebtedness described in paragraph (m) of the definition of
Permitted Financial Indebtedness within 10 Business Days of the Amendment Deed”






	 	1.9	 	the definition of “Permitted Treasury Transaction” shall be amended by deleting
“or” at the end of paragraph (c), inserting the following as a new paragraph (d) and
renumbering the existing paragraph (d) as paragraph (e):-






	 	 	 	"(d) until 30 June 2012, the derivative based bonus scheme operated
by various members of the Group at the date of the Amendment Deed or”






	2	 	Clause 21.8 (Insolvency) shall be amended by inserting “save in respect of AK Properties (NI)
Limited, Bavarian Garages (Mini) Limited, Car Warranty Limited and Isaac Agnew Honda Limited
which are being wound up following the date of the Amendment Deed” between “Group” and “; and
none” at the end of the clause.






	3	 	Clause 21.13 (Original Financial Statements) shall be amended as follows:-






	 	3.1	 	by inserting “(consolidated in the case of each of the target companies
described in paragraph (a) of the definition of Permitted Acquisition)” after
“operations” in each of Clauses 21.13.2 and 21.13.3;






	 	3.2	 	by inserting “and each of the target companies described in paragraph (a) of
the definition of Permitted Acquisition)” between “the Company” and “do not
consolidate” and by inserting “or the group of companies formed of the target companies
described in paragraph (a) of the definition of Permitted Acquisition)” and each of
their Subsidiaries (as applicable)” after “form part of the Group” in clause 21.3.5.






	4	 	The text of Clause 21.21 (Legal and beneficial ownership) shall be deleted and the following
inserted in its place:-






	 	21.21.1	 	Subject to Clause 21.21.2 below it and each of its Subsidiaries is the sole legal
and beneficial owner of the respective assets over which it purports to grant Security
under the Transaction Security Documents.






	 	21.21.2	 	The shares in the target companies described in paragraph (a) of the definition of
Permitted Acquisition are beneficially but not legally owned by the purchaser until
those shares are registered in the registers of shareholders of each of the target
companies described in paragraph (a) of the definition of Permitted Acquisition, which
registrations will be made as soon as possible after the date of the Amendment Deed.






	5	 	Clause 21.23 (Intellectual Property) shall be amended by deleting “which has or is reasonably
likely to have a Material Adverse Effect” from Clause 21.23.2 and inserting the following
proviso at the end of the clause, “in each case where failure to do so would have or be
reasonably likely to have a Material Adverse Effect”.






	6	 	Clause 24.21.1 (Pensions) shall be amended by inserting “save that it is acknowledged that
(i) the Isaac Agnew (Holdings) Retirement and Death Benefits Scheme will be wound up following
the date of the Amendment Deed and (ii) Isaac Agnew (Holdings) Limited will cease to be the
employer under the Isaac Agnew (Holdings) Limited Management Pension Plan on or around the
date of the Amendment Deed” at the end of the clause.






	7	 	Clause 25.7.2 (Insolvency Proceedings) shall be amended by deleting “or” at the end of
paragraph (b) and inserting the following as paragraph (c):-






"(c) the winding up of AK Properties (NI) Limited, Bavarian Garages (Mini) Limited, Car
Warranty Limited and Isaac Agnew Honda Limited following the date of the Amendment Deed.”



SIGNATURES




The Parent



	 	 	 
	EXECUTED (but not delivered until the date hereof) AS A

DEED by

UAG UK HOLDINGS LIMITED

acting by a director in the presence of a witness

Signature of Witness: /s/Emma Thompson

Name of Witness: Emma Thompson

Address: DLA PiperUK LLP

Princess Exchange

Princess Square

Leeds

LS1 4BY

Occupation:Trainee

	 	)

) /s/Adam Collinson

)

Director























The Obligors



	 	 	 
	EXECUTED (but not delivered until the date hereof) AS A

DEED by

UAG UK HOLDINGS LIMITED

acting by a director in the presence of a witness

Signature of Witness: /s/Emma Thompson

Name of Witness: Emma Thompson

Address: DLA PiperUK LLP

Princess Exchange

Princess Square

Leeds

LS1 4BY

Occupation:Trainee

	 	)

) /s/Adam Collinson

)

Director

















	EXECUTED (but not delivered until the date hereof) AS A

DEED by

SYTNER GROUP LIMITED

acting by a director in the presence of a witness

Signature of Witness: /s/Emma Thompson

Name of Witness: Emma Thompson

Address: DLA PiperUK LLP

Princess Exchange

Princess Square

Leeds

LS1 4BY

Occupation:Trainee

	 	)

) /s/Adam Collinson

)

Director

















	EXECUTED (but not delivered until the date hereof) AS A

DEED by

SYTNER CARS LIMITED

acting by a director in the presence of a witness

Signature of Witness: /s/Emma Thompson

Name of Witness: Emma Thompson

Address: DLA PiperUK LLP

Princess Exchange

Princess Square

Leeds

LS1 4BY

Occupation:Trainee

	 	)

) /s/Adam Collinson

)

Director

















	EXECUTED (but not delivered until the date hereof) AS A

DEED by

SYTNER LIMITED

acting by a director in the presence of a witness

Signature of Witness: /s/Emma Thompson

Name of Witness: Emma Thompson

Address: DLA PiperUK LLP

Princess Exchange

Princess Square

Leeds

LS1 4BY

Occupation:Trainee

	 	)

) /s/Adam Collinson

)

Director

















	EXECUTED (but not delivered until the date hereof) AS A

DEED by

SYTNER HOLDINGS LIMITED

acting by a director in the presence of a witness

Signature of Witness: /s/Emma Thompson

Name of Witness: Emma Thompson

Address: DLA PiperUK LLP

Princess Exchange

Princess Square

Leeds

LS1 4BY

Occupation:Trainee

	 	)

) /s/Adam Collinson

)

Director

















	EXECUTED (but not delivered until the date hereof) AS A

DEED by

GOODMAN RETAIL LIMITED

acting by a director in the presence of a witness

Signature of Witness: /s/Emma Thompson

Name of Witness: Emma Thompson

Address: DLA PiperUK LLP

Princess Exchange

Princess Square

Leeds

LS1 4BY

Occupation:Trainee

	 	)

) /s/Adam Collinson

)

Director

















	EXECUTED (but not delivered until the date hereof) AS A

DEED by

R STRATTON & CO LIMITED

acting by a director in the presence of a witness

Signature of Witness: /s/Emma Thompson

Name of Witness: Emma Thompson

Address: DLA PiperUK LLP

Princess Exchange

Princess Square

Leeds

LS1 4BY

Occupation:Trainee

	 	)

) /s/Adam Collinson

)

Director

















	EXECUTED (but not delivered until the date hereof) AS A

DEED by

CRUICKSHANK MOTORS LIMITED

acting by a director in the presence of a witness

Signature of Witness: /s/Emma Thompson

Name of Witness: Emma Thompson

Address: DLA PiperUK LLP

Princess Exchange

Princess Square

Leeds

LS1 4BY

Occupation:Trainee

	 	)

) /s/Adam Collinson

)

Director

















	EXECUTED (but not delivered until the date hereof) AS A

DEED by

GRAYPAUL MOTORS LIMITED

acting by a director in the presence of a witness

Signature of Witness: /s/Emma Thompson

Name of Witness: Emma Thompson

Address: DLA PiperUK LLP

Princess Exchange

Princess Square

Leeds

LS1 4BY

Occupation:Trainee

	 	)

) /s/Adam Collinson

)

Director

















	EXECUTED (but not delivered until the date hereof) AS A

DEED by

SYTNER COVENTRY LIMITED

acting by a director in the presence of a witness

Signature of Witness: /s/Emma Thompson

Name of Witness: Emma Thompson

Address: DLA PiperUK LLP

Princess Exchange

Princess Square

Leeds

LS1 4BY

Occupation:Trainee

	 	)

) /s/Adam Collinson

)

Director

















	EXECUTED (but not delivered until the date hereof) AS A

DEED by

WILLIAM JACKS LIMITED

acting by a director in the presence of a witness

Signature of Witness: /s/Emma Thompson

Name of Witness: Emma Thompson

Address: DLA PiperUK LLP

Princess Exchange

Princess Square

Leeds

LS1 4BY

Occupation:Trainee

	 	)

) /s/Adam Collinson

)

Director

















	EXECUTED (but not delivered until the date hereof) AS A

DEED by

WILLIAM JACKS PROPERTIES LIMITED

acting by a director in the presence of a witness

Signature of Witness: /s/Emma Thompson

Name of Witness: Emma Thompson

Address: DLA PiperUK LLP

Princess Exchange

Princess Square

Leeds

LS1 4BY

Occupation:Trainee

	 	)

) /s/Adam Collinson

)

Director

















	EXECUTED (but not delivered until the date hereof) AS A

DEED by

RYLAND GROUP LIMITED

acting by a director in the presence of a witness

Signature of Witness: /s/Emma Thompson

Name of Witness: Emma Thompson

Address: DLA PiperUK LLP

Princess Exchange

Princess Square

Leeds

LS1 4BY

Occupation:Trainee

	 	)

) /s/Adam Collinson

)

Director

















	EXECUTED (but not delivered until the date hereof) AS A

DEED by

RYDNAL LIMITED

acting by a director in the presence of a witness

Signature of Witness: /s/Emma Thompson

Name of Witness: Emma Thompson

Address: DLA PiperUK LLP

Princess Exchange

Princess Square

Leeds

LS1 4BY

Occupation:Trainee

	 	)

) /s/Adam Collinson

)

Director

















	EXECUTED (but not delivered until the date hereof) AS A

DEED by

RYLAND INVESTMENTS LIMITED

acting by a director in the presence of a witness

Signature of Witness: /s/Emma Thompson

Name of Witness: Emma Thompson

Address: DLA PiperUK LLP

Princess Exchange

Princess Square

Leeds

LS1 4BY

Occupation:Trainee

	 	)

) /s/Adam Collinson

)

Director

















	EXECUTED (but not delivered until the date hereof) AS A

DEED by

RYCROFT VEHICLES LIMITED

acting by a director in the presence of a witness

Signature of Witness: /s/Emma Thompson

Name of Witness: Emma Thompson

Address: DLA PiperUK LLP

Princess Exchange

Princess Square

Leeds

LS1 4BY

Occupation:Trainee

	 	)

) /s/Adam Collinson

)

Director

















	EXECUTED (but not delivered until the date hereof) AS A

DEED by

SYTNER RETAIL LIMITED

acting by a director in the presence of a witness

Signature of Witness: /s/Emma Thompson

Name of Witness: Emma Thompson

Address: DLA PiperUK LLP

Princess Exchange

Princess Square

Leeds

LS1 4BY

Occupation:Trainee

	 	)

) /s/Adam Collinson

)

Director

















	EXECUTED (but not delivered until the date hereof) AS A

DEED by

RYLAND GROUP SERVICES LIMITED

acting by a director in the presence of a witness

Signature of Witness: /s/Emma Thompson

Name of Witness: Emma Thompson

Address: DLA PiperUK LLP

Princess Exchange

Princess Square

Leeds

LS1 4BY

Occupation:Trainee

	 	)

)/s/ Adam Collinson

)

Director

















	EXECUTED (but not delivered until the date hereof) AS A

DEED by

RYLAND PROPERTIES LIMITED

acting by a director in the presence of a witness

Signature of Witness: /s/Emma Thompson

Name of Witness: Emma Thompson

Address: DLA PiperUK LLP

Princess Exchange

Princess Square

Leeds

LS1 4BY

Occupation:Trainee

	 	)

) /s/Adam Collinson

)

Director

















	EXECUTED (but not delivered until the date hereof) AS A

DEED by

JOHN FOX LIMITED

acting by a director in the presence of a witness

Signature of Witness: /s/Emma Thompson

Name of Witness: Emma Thompson

Address: DLA PiperUK LLP

Princess Exchange

Princess Square

Leeds

LS1 4BY

Occupation:Trainee

	 	)

) /s/Adam Collinson

)

Director

















	EXECUTED (but not delivered until the date hereof) AS A

DEED by

EDMOND & MILBURN LIMITED

acting by a director in the presence of a witness

Signature of Witness: /s/Emma Thompson

Name of Witness: Emma Thompson

Address: DLA PiperUK LLP

Princess Exchange

Princess Square

Leeds

LS1 4BY

Occupation:Trainee

	 	)

) /s/Adam Collinson

)

Director

















	EXECUTED (but not delivered until the date hereof) AS A

DEED by

SYTNER VEHICLES LIMITED

acting by a director in the presence of a witness

Signature of Witness: /s/Emma Thompson

Name of Witness: Emma Thompson

Address: DLA PiperUK LLP

Princess Exchange

Princess Square

Leeds

LS1 4BY

Occupation:Trainee

	 	)

) /s/Adam Collinson

)

Director

















	EXECUTED (but not delivered until the date hereof) AS A

DEED by

SYTNER PROPERTIES LIMITED

acting by a director in the presence of a witness

Signature of Witness: /s/Emma Thompson

Name of Witness: Emma Thompson

Address: DLA PiperUK LLP

Princess Exchange

Princess Square

Leeds

LS1 4BY

Occupation:Trainee

	 	)

) /s/Adam Collinson

)

Director

















	EXECUTED (but not delivered until the date hereof) AS A

DEED by

MARANELLO HOLDINGS LIMITED

acting by a director in the presence of a witness

Signature of Witness: /s/Emma Thompson

Name of Witness: Emma Thompson

Address: DLA PiperUK LLP

Princess Exchange

Princess Square

Leeds

LS1 4BY

Occupation:Trainee

	 	)

) /s/Adam Collinson

)

Director

















	EXECUTED (but not delivered until the date hereof) AS A

DEED by

MARANELLO CONCESSIONAIRES

LIMITED

acting by a director in the presence of a witness

Signature of Witness: /s/Emma Thompson

Name of Witness: Emma Thompson

Address: DLA PiperUK LLP

Princess Exchange

Princess Square

Leeds

LS1 4BY

Occupation:Trainee

	 	)

) /s/Adam Collinson

)

Director



















	EXECUTED (but not delivered until the date hereof) AS A

DEED by

MARANELLO SALES LIMITED

acting by a director in the presence of a witness

Signature of Witness: /s/Emma Thompson

Name of Witness: Emma Thompson

Address: DLA PiperUK LLP

Princess Exchange

Princess Square

Leeds

LS1 4BY

Occupation:Trainee

	 	)

) /s/Adam Collinson

)

Director

















	EXECUTED (but not delivered until the date hereof) AS A

DEED by

GOODMAN TPS LIMITED

acting by a director in the presence of a witness

Signature of Witness: /s/Emma Thompson

Name of Witness: Emma Thompson

Address: DLA PiperUK LLP

Princess Exchange

Princess Square

Leeds

LS1 4BY

Occupation:Trainee

	 	)

) /s/Adam Collinson

)

Director

















	EXECUTED (but not delivered until the date hereof) AS A

DEED by

GUY SALMON LIMITED

acting by a director in the presence of a witness

Signature of Witness: /s/Emma Thompson

Name of Witness: Emma Thompson

Address: DLA PiperUK LLP

Princess Exchange

Princess Square

Leeds

LS1 4BY

Occupation:Trainee

	 	)

) /s/Adam Collinson

)

Director

















	EXECUTED (but not delivered until the date hereof) AS A

DEED by

MAR PARTS LIMITED

acting by a director in the presence of a witness

Signature of Witness: /s/Emma Thompson

Name of Witness: Emma Thompson

Address: DLA PiperUK LLP

Princess Exchange

Princess Square

Leeds

LS1 4BY

Occupation:Trainee

	 	)

) /s/Adam Collinson

)

Director























The Arranger



	 	 	 
	EXECUTED (but not delivered until the date hereof) AS A

DEED by

as attorney for and on behalf of

THE ROYAL BANK OF SCOTLAND PLC in the presence of:-

	 	)

)

)/s/ Mark Trainor

)

)

)

)






Signature of witness: /s/Rebecca Noble



Name of witness: Rebecca Noble



Address: Pinsent Masons LLP



3 Colmore Circus



Birmingham



B4 6BH



Tel: +44 (0) 121 200 1050



Fax: +44 (0) 121 626 1040



DX: 703167 Birmingham 12



	 	 	 
	EXECUTED (but not delivered until the date hereof) AS A DEED by

BMW FINANCIAL SERVICES (GB) LIMITED

acting by two directors or one director and the secretary

/s/ Talita Ferreira

/s/ M.E. Ferris

	 	)

)

)

)

)Director

)

)

) secretary






The Security Agent



	 	 	 
	EXECUTED (but not delivered until the date hereof) AS A

DEED by

as attorney for and on behalf of

THE ROYAL BANK OF SCOTLAND PLC in the presence of:

	 	)



)

) /s/ Mark Trainor

)

)






Signature of witness: /s/Rebecca Noble



Name of witness: Rebecca Noble



Address: Pinsent Masons LLP



3 Colmore Circus



Birmingham



B4 6BH



Tel: +44 (0) 121 200 1050



Fax: +44 (0) 121 626 1040



DX: 703167 Birmingham 12



The Agent



	 	 	 
	EXECUTED (but not delivered until the date hereof) AS A

DEED by

as attorney for and on behalf of

THE ROYAL BANK OF SCOTLAND PLC in the presence of:-

	 	)



)

) /s/ Mark Trainor

)

)






Signature of witness: /s/Rebecca Noble



Name of witness: Rebecca Noble



Address: Pinsent Masons LLP



3 Colmore Circus



Birmingham



B4 6BH



Tel: +44 (0) 121 200 1050



Fax: +44 (0) 121 626 1040



DX: 703167 Birmingham 12



The Original Lenders



	 	 	 
	EXECUTED (but not delivered until the date hereof) AS A

DEED by

as attorney for and on behalf of

THE ROYAL BANK OF SCOTLAND PLC acting as agent for

NATIONAL WESTMINSTER BANK PLC in the presence of:-

	 	)

)

) /s/ Mark Trainor

)

)

)

)






Signature of witness: /s/Rebecca Noble



Name of witness: Rebecca Noble



Address: Pinsent Masons LLP



3 Colmore Circus



Birmingham



B4 6BH



Tel: +44 (0) 121 200 1050



Fax: +44 (0) 121 626 1040



DX: 703167 Birmingham 12



	 	 	 
	EXECUTED (but not delivered until the date hereof) AS A DEED by

BMW FINANCIAL SERVICES (GB) LIMITED

acting by two directors or one director and the secretary

/s/ Talita Ferreira

/s/ M.E. Ferris

	 	)

)

)

)

)Director

)

)

) secretary







4