exv10w2






Exhibit 10.2



	 	 	 	 	 
	 	 	BMW Financial Services

Great Britain	 	
	 	 	









The Directors

Chandlers Garage Holdings Ltd

c/o Hammonds LLP Solicitors

7 Devonshire Square

Cutlers Gardens

London

EC2M 4YH	 	

	 	 		 	 
	Your reference
Our reference

Your message dated

Department

Telephone

Fax

E-mail

Date

Subject	 	
PDS


Risk Management


01256747386

01256749386

paul.shelton@bmwfin.com

3 October 2008

Term Loan	 	 
	 
	BMW Financial

Services

Great Britain

is a trading name of

BMW financial

Services (GB)

Limited



Registered Office:

Europa House

BartleyWay

Hook, Hampshire

RG279UF



Registered in

England & Wales

Company Number

01288537


Telephone

01256 747000



Fax

01256 749010	 	





Dear Sirs



We are pleased to confirm that we are prepared to provide to you a loan facility on the following
terms and conditions:
	 
	 	1.       The facility (“the loan”) shall solely be used for general corporate purposes (including
funding future acquisitions) and for providing working capital to Chandlers Garage
Holdings Limited (registered under company number 03211322).




Failure by you to comply with this shall not prejudice our rights and we shall not be
responsible for monitoring or ensuring the use or application by you of the facility.

	 
	 	2.       The maximum aggregate principal amount of the facility shall be £10,000,000 or such
lower amount which represents 80% of the market valuation of the Property referred to
in clause 9.2 (“ the Property”) available for drawdown subject to the condition precedent
that we have notified you that we have received all the documents and that all the other
matters in the schedule to this letter have occurred or been satisfied, in form, content and
extent satisfactory to us. Our obligation to make the advance is also conditional on your
being in compliance at the relevant time with the terms and conditions of, and there
being no breach or default under, this letter or the legal charge to be registered over the
Property (“Legal Charge”) in our favour or any other security document referred to in the
schedule to this letter (all such documents being referred to as the “Security
Documents”).


	 	 



	 	3.       Subject to the above conditions, you may draw amounts (each an “Advance”) in stages
provided that:



	 
	 	          3.1       you shall have given to us, not later than 10 am on the second Business Day
before the date of the proposed “Drawdown Date” (or at such later time as we








 









 






































	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	

	 	
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	 	 	 	may acting reasonably agree), notice of the intended drawing, such notice to be
irrevocable and in a form acceptable to us
	 
	 	3.2	 	In this letter, “Drawdown Date” means the date on which an Advance is made to
you under this facility and “Business Day” means a day (not being Saturday or
Sunday) on which clearing banks are open in London for normal business.
	 
	 	3.3	 	If the Loan has not been fully drawn down by 28 February 2010 the remainder
of the facility shall be cancelled unless you have received from us prior approval to
draw down after this date.
	 
	 	3.4	 	The minimum amount for each Advance shall be £200,000, or such lesser amount
as we may agree from time to time.





	 	 	 	 	 
	4.

	 	4.1
	 	Unless and to the extent the Loan is not fully drawn or is prepaid in
accordance with the terms of this facility letter in which case the scheduled repayment
amounts detailed in this clause shall be adjusted accordingly and shall reduce pro rata by the
amount of the Loan drawn down and/or prepaid, the Loan shall be repaid by you by a first
monthly instalment of principal of £98,061 followed by
101 consecutive monthly instalments of
principal of £98,039 each commencing on the first day of March 2010 and thereafter on the
first day of each succeeding month provided always that the Loan shall be repaid in full by
you no later than 31 August 2018. If any payment is due on a day that is not a Business Day it
shall be made on the next succeeding Business Day with interest to the actual date of payment.
Payments shall be made by direct debit on your bank account or by such other means as we may
in our discretion require. We shall notify you promptly and in any event within 10 Business
Days of any adjustment to the scheduled repayment amounts in accordance with this clause.







	 	 	You may, if you give us not less than 2 days’ prior irrevocable written notice (for amounts
of up to £1,000,000) or 10 days’ (or such shorter period as we may agree) prior irrevocable
written notice (for amounts over £1,000,000), prepay or cancel the whole or any part of the
Loan (being a minimum amount of £50,000 or such lesser amount as the Lender may agree).
	 
	 	 	Any prepayment made in accordance with this clause 4 shall, unless otherwise stipulated, be
applied:
	 
	(a)	 	first in payment of any unpaid fees, costs and expenses of the Lender hereunder;
	 
	(b)	 	second, in payment to the Lender of accrued interest, fees and other amounts (excluding
principal) due but unpaid hereunder; and
	 
	(c)	 	third, in payment to the Lender of principal hereunder.











 











 





































	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	

	 	
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	 	 	 	Any prepayment under this facility letter shall be made together with accrued
interest on the amount prepaid but otherwise without premium or penalty.






	 	4.2	 	If you cease to be an authorised dealer of BMW (UK) Limited
at any time in the future we reserve the right to review this facility and if,
acting reasonably, we believe your ceasing to be an authorised dealer of BMW
(UK) Limited will have a material adverse effect upon your ability to meet your
payment obligations under this facility letter in full we may demand repayment
of the loan and all amounts due under this facility letter on 28 days’ notice.






	 	5.	 	Interest on the principal amount of the Loan outstanding from time to time
shall be payable at the rate of 1.0% per annum above the highest of the following:






	 	5.1	 	three-month Sterling BBA LIBOR as published on the 1st of each and every
month during the term of the Loan or the next Business Day if these dates fall on
a non Business Day (BBA LIBOR is the British Banking Association fixing of the
London Inter-Bank Offered Rate. It is based on offered inter-bank deposit rates
contributed in accordance with the Instructions to BBA LIBOR Contributor Banks);






	 	 	 	or






	 	5.2	 	3.00% per annum






	 	 	 	(the “Applicable Base Rate”) or at such other rate or rates of interest as we may from
time to time agree with you by not less than one month’s notice in writing to you.
Interest shall accrue from day to day both before and after judgement and shall be
calculated on the basis of a 365 day year and shall be debited to your account on the
last day of each calendar month and shall then be immediately due and payable by you
by direct debit on your bank account or by such other means as we may in our
discretion agree.






	 	6.	 	If any amount owing by you under this letter (whether principal, interest or
otherwise) is not paid on the due date or if a direct debit is rejected you shall pay
interest on that amount or the amount of the direct debit (as the case may be) from the
due date for payment thereof or from the date of rejection of the direct debit (as the
case may be) to the date that that amount is received by us at the rate of 5% per annum
above the Finance House Base Rate, as published by the Finance & Leasing Association,
from time to time (provided that no reduction in the Finance House Base Rate below 3%
shall be taken into account).
	 
	 	7.	 	All payments to be made by you under the facility shall be paid without any
deduction, set off or withholding whatsoever (except as required by law). If you are
required by law to deduct any taxes from any amounts paid by you under this letter you
shall pay those taxes when due and deliver to us evidence satisfactory to us (including
all tax receipts) that the payment has been remitted to the appropriate authority.




 

 









 




































 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	

	 	
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	 	8.	 	Any certificate given by us of any amount owing by you to us from time to time
whether by way of principal, interest or otherwise shall be conclusive evidence of the
amount owing (except in the case of manifest error).
	 
	 	9.	 	You represent, warrant and undertake to us, on the date of your acceptance of
this letter and, save as otherwise specified, on each date that the Loan is available or
outstanding (with reference to the facts and circumstances then existing), as follows:






	 	9.1	 	all approvals, authorisations, consents, licences, permissions and
registrations which it is necessary to obtain from any governmental, local,
public or other authority or without limitation any third party for the purpose
of or relating to this facility and/or any Security Document (in this letter
called “Consents”) have been obtained and are in force and all their provisions
and conditions have been complied with;
	 
	 	9.2	 	the security referred to in the schedule to this letter
constitutes (or will when executed constitute) first security over the
Property known as;






	 	 	 	CHANDLERS HAILSHAM, GLENEAGES DRIVE, HAILSHAM, EAST SUSSEX BN27 3UA with
title number ESX309823
	 
	 	 	 	and
	 
	 	 	 	CHANDLERS BRIGHTON, VICTORIA ROAD, PORTSLADE, BRIGHTON BN41 1YH with title
number Brighton ESX103492






	 	9.3	 	there are no pending or to your knowledge (after due and careful
enquiry) threatened actions or legal proceedings affecting you which may have a
material adverse effect on your business, assets or financial condition;
	 
	 	9.4	 	you are not in breach of or in default under any agreement or
obligation relating to (or analogous to) financial indebtedness in each case
which is binding on it which has or is reasonably likely to have a material
adverse effect;
	 
	 	9.5	 	no event or circumstances referred to in paragraph 11 below has
occurred and is continuing and on the date of this letter no event or
circumstance has occurred and is continuing which with the giving of notice, the
lapse of time, any determination of materiality, the satisfaction of any
applicable condition, or any combination of them could reasonably be expected to
constitute or bring about any event or circumstance referred to in paragraph 11;
	 
	 	9.6	 	your latest audited financial statements (consolidated in the case
of Group 1 Automotive UK Limited) give a true and fair view of your affairs and
fairly represent your financial position and your results and operations as at
and for the period ended on the date up to which those financial statements were
prepared











 











 



































 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	

	 	
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	 	 	 	and there has been no material adverse change in your business, assets
or financial position since that date;
	 
	 	9.7	 	all factual information supplied to us in contemplation of
this facility was true as at its date and did not omit anything material to be
known by any proposed lender to you, no change has occurred since the date of
the information already supplied which renders it untrue or misleading in any
material respect and all projections and statements of belief and opinion given
by you to us were made in good faith after due and careful enquiry.






	10.	 	So long as the Loan is available or outstanding:






	 	10.1	 	you will obtain, maintain in force and comply with all Consents;
	 
	 	10.2	 	you will permit us and our representatives and advisers during
normal hours and
on reasonable notice full access to the Property and buildings on it;
	 
	 	10.3	 	you will prepare financial statements in accordance with generally accepted
accounting principles and practices in England consistently applied in respect of
each financial period and cause them to be audited by your auditors and deliver
copies of them promptly and in any event not later than 180 days after the end of
the period to which they relate, and supply us with monthly management
accounting information in the format specified by BMW (UK) Limited as we may
reasonably require;
	 
	 	10.4	 	you will provide to us such financial and other information of the Purchasers -
including but not limited to information concerning the Property as we may from
time to time reasonably request;
	 
	 	10.5	 	you will promptly inform us of any event or circumstance referred to in paragraph
11 below or anything of which you become aware which, with the giving of notice
or lapse of time or otherwise, would result in any such event or circumstance.






	11.	 	In the event of:






	 	11.1	 	Payment default: failure by you to make any repayment of principal,
or payment of
interest or other sum, in respect of the Loan on its due date; or
	 
	 	11.2	 	Other breaches: any material breach of (or any material default in) the observance
or performance of any term, condition, undertaking or covenant contained in
this
facility letter or in any of the Security Documents and such breach or default,
if
capable or remedy, is not remedied within 15 Business Days after notice from us
to you specifying the breach or default and requiring its remedy; or










 









 






	 	 	 	 	 
	 

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	 	11.3	 	Misrepresentation: any representation or warranty made (or deemed to be
repeated), or any information provided by you in connection with the Loan being
incorrect in any material respect when made or, repeated or provided; or
	 
	 	11.4	 	Winding up or administration: a petition being presented, an order being made or
an effective resolution being passed for your winding up or a petition being
presented for any administration order in respect of you or your undertaking; or
	 
	 	11.5	 	Enforcement or appointment of an Insolvency Practitioner: an encumbrancer
taking possession or liquidator, provisional liquidator, administrator, receiver,
trustee, sequestrator or similar officer being appointed in respect of all or any of
your assets; or
	 
	 	11.6	 	Legal process: a distress, execution, attachment, diligence or other legal process
being levied, enforced or sued out against any of your assets which is not
discharged within 14 days and which would result in a material adverse effect on
the Property or the business of the Borrower as a whole; or
	 
	 	11.7	 	Suspension of payments: you suspend payment of your debts or become unable
to pay your debts as they fall due or are deemed, under Section 123 of the
Insolvency Act 1986, to be unable to pay your debts; or
	 
	 	11.8	 	Re-scheduling of debts: you propose or enter into a voluntary arrangement (within
the meaning of the Insolvency Act 1986) or take or are subject to any
proceedings under any law or commence negotiations with one or more of your
creditors for the adjustment, re-scheduling or deferment of all or a material part of
your debts or you propose to enter into any general assignment or composition
with or for the benefit of your creditors; or
	 
	 	11.9	 	Cessation of consents: the cessation or revocation for any reason of any Consent
which is required to enable you to carry on all or a material part of your business;
or
	 
	 	11.9	 	Invalidity: it becomes unlawful for you or any guarantor to perform any of your
obligations under this letter or if any of this letter or the Security Documents is or
becomes unenforceable against any party; or
	 
	 	11.10	 	Termination of guarantee etc: any guarantor giving or purporting to give notice to
terminate its liabilities under any guarantee in respect of the Loan or any of the
events referred to in this paragraph occurring in relation to any such guarantor; or
	 
	 	11.11	 	Material adverse change: there is a material adverse change in your financial
trading position or prospects or in your ability to comply in full with your
obligations under this letter;











 












 





































 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	

	 	
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	 	 	then the whole amount of the outstanding Loan and all accrued interest and other
amounts owing under the Loan shall so long as any such default is continuing
become repayable forthwith on demand in writing being made by us at any time.
	 
	12.	 	12.1 You will, within three Business Days of a demand by us, pay
to us the amount of any increased cost incurred by us or any holding company of ours
as the result of the imposition of or any change in, or any change in the
interpretation or application of, taking effect after the date of this letter any
law or regulation or directive (including any law or regulation or directive
relating to taxation, or reserve asset, special deposit, cash ratio, liquidity or
capital adequacy requirements or any other form of monetary control) in England or
Germany or any other relevant jurisdiction.







In this letter “increased cost” means:





	 	(a)	 	an additional cost incurred by us (or any
holding company of ours) as a
result of us having entered into, or performing or maintaining or
funding
each advance and our other obligations under this letter; or
	 
	 	(b)	 	a reduction in any amount payable to us or the
effective return to us (or to
any holding company of ours) under this letter or on our capital (or
that of
any holding company of ours); or
	 
	 	(c)	 	the amount of any payment made by us, or the
amount of any interest
foregone by us, calculated by reference to any amount received or
receivable by us from you. We shall, in consultation with you, take
all
reasonable steps to mitigate any circumstances which arise and which
would result in any amount becoming payable under or pursuant to
this
clause 12.
	 
	 	 	 	We confirm we are beneficially entitled to interest payable to us in
respect of an advance under this facility letter and we are a
company resident in the United Kingdom for United Kingdom tax
purposes.






	 	12.2	 	(a)    If more than one currency or currency unit is
at any time recognised by the Bank of England (or any other relevant
supervising body) as the lawful currency of the United Kingdom then:







	 	(i)	 	any reference to this letter or
any of the Security Documents to, and any obligations arising
under this letter in sterling shall be translated into, or paid
in the currency unit designated by us; and










 









 





































 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	

	 	
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	 	(ii)	 	any translation from one currency
or currency unit to another shall be at the official rate of
exchange recognised by the Bank of England (or any other relevant
supervisory body) for the conversion of that currency or currency
unit into the other;






	 	(b)	 	If a change in Sterling occurs (including, without limitation, in
consequence of European Monetary Union) the terms of this letter and
Security Documents will be amended in the manner specified by us acting
reasonably to reflect the change in currency and to put us in the same
position, as far as possible, as we would have been had no change
occurred and to ensure that we suffer no additional cost, expense,
liability or reduction in our rate of return under this letter as a
result.






	 	12.3	 	If we seek to exercise our rights under paragraph 12.1, you will
be entitled at any time on five Business days’ written notice to us to repay the
Loan in whole together with accrued interest thereon without penalty.






	13.	13.1	At any time when you are in default in paying any sums due under
this letter, or we reasonably consider that the value of the Property has materially
fallen we may obtain any independent report or valuation on or of the Property from any
person selected by us in our discretion. Subject to Clause 13.2, the cost (inclusive of
any applicable VAT) of any such report or valuation shall be for your account and
payable to us on demand.







	 	13.2	 	If we require more than one report or valuation on or of the
Property in any
period of twelve months we shall bear the cost of any additional valuations
unless you are at the time of our requisitioning the report or valuation in
breach
of any of your obligations under this letter or we are entitled under
paragraph 11
to demand early repayment of the Loan.
	 
	 	 	 	You will comply or procure compliance with any requirement in respect of the
report or valuation within seven days after receiving notice of the
requirements (and for the avoidance of doubt any failure so to comply or
procure compliance will constitute an irremediable breach of this letter for
the purposes of paragraph 11.2 above).
	 
	 	13.3	 	If we obtain any valuation of the Property which indicates that the
Loan exceeds
85% of the open market value of your interest in the Property at such time,
then
we may so long as such conditions subsist at our option by notice in writing
to you
do any one or more of the following, namely:






	 	     (a)	 	require you to pay or discharge to us such part of Loan not
exceeding the excess as we may specify; or











 











 




































 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	

	 	
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	 	(b)	 	cancel (or suspend, for such period as we may
think fit), your ability to draw down such part of the undrawn
facility as we may specify; or
	 
	 	(c)	 	require you to provide or procure to be
provided to our satisfaction such additional security as we may
direct.






	 	 	 	You will comply or procure compliance with any such notice within seven days
after the date of the notice (and for the avoidance of doubt any failure so
to comply or procure compliance constitutes an irremediable breach of this
letter for the purposes of paragraph 11.2 above).






	14.	 	You will pay to us on demand all expenses (including legal and out-of-pocket
expenses and together with Value Added Tax) on a full indemnity basis incurred by us in
connection with the negotiation and preparation and execution of this letter and the
Security Documents, the fulfilment of all the conditions precedent set out in the
schedule to this letter and any amendment or extension of and the granting of any waiver
or consent under this letter and or any Security Document and you shall also pay to us
on demand all reasonable expenses properly incurred (including legal and out-of-pocket
expenses and together with Value Added Tax) on a full indemnity basis by us in
connection with the enforcement of or the preservation of any rights under this letter
or any of the Security Documents.
	 
	15.	 	If we receive any payment from you which is insufficient to discharge all the
amounts then due and payable by you under this letter, we shall apply that payment
towards your obligations under this letter in such order as we may, in our sole and
absolute discretion, consider appropriate and that application shall override any
application made by you.
	 
	16.	 	Our rights under this letter and the Security Documents:






	 	(a)	 	may be exercised as often as necessary;
	 
	 	(b)	 	are cumulative and not exclusive of our rights under the
general law; and
	 
	 	(c)	 	may be waived only in writing and specifically.
	 
	 	Delay in exercising or non-exercise of any right is not a waiver of that right.






	17.	 	You may not assign, transfer, novate or dispose of any of, or any interest in,
your rights and/or obligations under this letter or any of the Security Documents. We
may assign or transfer all or any part of our rights and/or obligations under this
letter or any of the Security Documents under prior advice to you. We may disclose to
any person with whom we propose to enter into any kind of transfer, participation
agreement in relation to this letter a copy of this letter or any of the Security
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	 	 	which we have acquired about you. Prior to any disclosure of such information we shall
enter into a confidentiality agreement is respect of the information being disclosed.
	 
	18.	 	If a provision of this letter or any Security Document is or becomes illegal,
invalid or unenforceable, that shall not affect the validity and enforceability of any
other provision of this letter or any of the Security Documents.
	 
	19.	 	All notices or other communications under or in connection with this letter or
any of the Security Documents shall be given in writing or facsimile. Any notice will be
deemed to be given as follows:






	 	(a)	 	if in writing, when delivered; and
	 
	 	(b)	 	if by facsimile, when received.






	 	 	However, a notice given in accordance with the above but received on a day which is
not a Business Day or after business hours in the place of receipt will only be deemed
to be given on the next Business Day in that place. Our addresses for service of
notices under this letter are as set out at the top of page 1 on this letter. Our
facsimile number is 01256 749386 and yours is                      Either of us may change our address for
service on giving the other not less than 5 Business Day’s notice.
	 
	20.	 	This offer letter is available for acceptance by you for a period of 28 days
following its date. If you wish to accept the facility on the terms and conditions of
this letter, please sign and return the enclosed duplicate of this letter.
	 
	21.	 	The Facility Letter shall be governed by the laws of England and Wales and the parties
submit to the exclusive jurisdiction of the English Courts.











 











 






	 	 	 	 	 
	 

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SCHEDULE




CONDITIONS PRECEDENT





	1.	 	A copy of this offer letter signed by you.
	 
	2.	 	A certified true copy of a resolution of your Board of Directors:






	 	2.1	 	Accepting the terms and conditions set out in this offer letter.
	 
	 	2.2	 	Authorising a specified person or persons to countersign this offer letter.
	 
	 	2.3	 	Authorising execution of the Security Documents on your behalf.






	3.	 	A first Legal Charge over the Property set out in 9.2 of the facility letter in
BMW Financial Services’ standard form.
	 
	4.	 	Receipt of satisfactory valuation reports addressed to BMW Financial Services
(GB) Limited, by surveyors appointed by BMW Financial Services (GB) Limited.
	 
	5.	 	Receipt of a solicitor’s undertaking from Hammonds LLP to complete our security.
	 
	6.	 	An acceptance fee of £5,000 which shall be invoiced on drawdown of this facility.
	 
	7.	 	All BMW Financial Services (GB) Limited legal fees and surveyors costs are to be
met by
you.
	 
	8.	 	Evidence of the extent and level of the insurance cover in force in respect of
the Property
and that our interest is noted as joint insured in respect of the insurance policies
held by you.
	 
	9.	 	A report on your title of the Property prepared by Hammond LLP Solicitors.
	 
	10.	 	At the request of BMW Financial Services (GB) Limited you are to provide a copy
of your most recent Bank Overdraft Facility Letter, Loan Agreement or other document setting
out borrowing terms and conditions that is in force or has been offered.





Yours faithfully

for and on behalf of

BMW Financial Services (GB) Limited




	 	 	 	 	 
	

	 	 	 	
	Paul Shelton

	 	 	 	Darran White
	Credit Risk Manager

	 	 	 	Senior Credit Analyst





















 






	 	 	 	 	 
	 

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To:     BMW FINANCIAL SERVICES (GB) LIMITED



We hereby confirm our acceptance of and agreement to the terms set out in the letter of which
this is a copy.




For and on behalf of




CHANDLERS GARAGE HOLDINGS LIMITED




	 	 	 
	/s/
John C. Rickel
 

Director

	 	 






	 	 	 
	/s/
Darryl M. Burman
	 	 
	 

Director/Secretary

	 	 






	 	 	 
	October 3,
2008

Date