EX-4.1






Supplemental Agreement




between




The Royal Bank of Scotland plc acting as agent for National Westminster Bank Plc




and




Sytner Group Limited




Our ref: 454890/CDO4/JP/A27


THIS IS AN IMPORTANT DOCUMENT. YOU SHOULD TAKE INDEPENDENT LEGAL ADVICE BEFORE SIGNING AND
SIGN ONLY IF YOU WANT TO BE LEGALLY BOUND.



THIS SUPPLEMENTAL AGREEMENT is made between:-




	(1)	 	The Royal Bank of Scotland plc (“RBS”) acting as agent for National Westminster Bank Plc; and






	(2)	 	Sytner Group Limited Company Number 02883766 (the ’’Borrower’’)





to set out the basis on which RBS acting as agent for National Westminster Bank Plc and the
Borrower have agreed to amend the agreement entered into between RBS acting as agent for National
Westminster Bank Plc and the Borrower dated 31 August 2006 as subsequently amended (the
“Agreement") setting out the terms and conditions upon and subject to which National Westminster
Bank Plc (the “Bank") agreed to make available to the Borrower a multi-option facility of
£70,000,000 (increased to £80,000,000 by Supplemental Agreement dated 29 September 2008) (the
“Facility").



Accordingly:-




	1	 	All words and expressions defined in the Agreement unless the context otherwise requires,
shall have the same meanings in this Supplemental Agreement.






	2	 	The terms and conditions of this Supplemental Agreement shall not come into effect unless the
following conditions are satisfied:-






	 	(a)	 	the Bank has received and is satisfied with the duplicate of this Supplemental
Agreement signed on behalf of the Borrower; and






	 	(b)	 	the Bank has received and is satisfied with a certified copy of the Resolution of
the Board of Directors of the Borrower approving the transaction contemplated by this
Supplemental Agreement and authorising a specified person to sign this Supplemental
Agreement.





The Bank and Borrower have agreed to make the following changes to the Agreement :-



3 The amount of the Facility as detailed in Clause 1.1 of the Agreement and within the definition
of “Facility Limit” in Clause 1.2 of the Agreement shall be deleted and replaced with the increased
amount of £100,000,000.



4 The definition of “Expiry Date” in Clause 1.2 of the Agreement shall be deleted and replaced
with the following definition :–



“Expiry Date” means 31 August 2013



5 Paragraph 2 of Schedule 1 of the Agreement shall be deleted and replaced with the following;-




	 	(2)	 	The Margin for the Facility will be as set out in Column B below and
shall be determined against the ratio of Consolidated Net Borrowings to
Consolidated EBITDA as set out in Column A below :-





	 	 	 	 	 
	Column A	 	Column B
	Greater than 2.5:1

	 	 	3.00	%
	 

	 	 	 	 
	Greater than 2.0:1 or equal to 2.5:1

	 	 	2.25	%
	 

	 	 	 	 
	Greater than 1.5:1 or equal to 2.0:1

	 	 	1.55	%
	 

	 	 	 	 
	Greater than 1.0:1 or equal to 1.5:1

	 	 	1.35	%
	 

	 	 	 	 
	Greater than 0.7:1 or equal to 1.0:1

	 	 	1.20	%
	 

	 	 	 	 
	Less than or equal to 0.7:1

	 	 	1.10	%
	 

	 	 	 	 






6 Clause 3.7 of the Agreement shall be deleted and replaced with the following Clause 3.7:-




	 	3.7	 	At any time after an event of default has occurred, which has not been
waived or remedied, the Bank shall be entitled to charge interest at a rate of
3.50% per annum above the rate determined by the Bank in terms of Clause 3.4 (or
such other rate as may be determined by the Bank and notified to the Borrower from
time to time) on the aggregate of the Fixtures and any outstanding interest up to
the earlier of (i) the date on which such Event of Default has been remedied and
(ii) the date on which the Fixtures and any other amount outstanding under this
Agreement have been paid in full. Interest shall be payable at the rate both before
and after demand, court decree or judgement.





7 Clause 4.6 (a) of the Agreement shall be deleted and replaced with the following Clause 4.6 (a):-




	 	(a)	 	In relation to a Bond denominated in Sterling to a beneficiary in the
United Kingdom at a rate equivalent to the Margin per annum or part thereof; and





8 Clause 11.1 (a) of the Agreement shall be deleted and replaced with the following Clause 11.1
(a):-




EBITAR:Interest and Rental Payable




	 	(a)	 	the ratio of Consolidated EBITAR to Consolidated Interest and Rental
Payable shall not be less than 1.5:1 up to and including 31 March 2010 and then not
less than 1.55:1 thereafter.






	9	 	The Borrower shall pay to the Bank within 7 days following the execution of this Supplemental
Agreement a fee of £360,000 in consideration of the changes set out in this Supplemental
Agreement.






	10	 	All other terms and conditions of the Agreement remain unaltered and shall continue in full
force and effect.






	11	 	This Supplemental Agreement and the Agreement shall, as from the date of this Supplemental
Agreement, be read and construed together as constituting the agreement between RBS acting as
agent for the Bank and the Borrower. This Supplemental Agreement is a Finance Document.





Signed for and on behalf of RBS acting as agent for the Bank



/s/ Russell Garner-Jones



Date September 4, 2009



The Borrower hereby accepts the above terms and conditions



Signed for and on behalf of Borrower in accordance with the authority held by the Bank



/s/ Mark Carpenter



Date September 3, 2009