EX-4.1






Exhibit 4.1

EXECUTION VERSION




DATED 16 December 2011




(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 Guarantors)




(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 AND PART 3 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)




	 
	£100,000,000 REVOLVING FACILITY AGREEMENT









CONTENTS




Clause Page



THIS AGREEMENT is made on 2011



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 (The Original Parties) as
original guarantors (together with the Parent and the Company, the “Original Guarantors”);






	(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 and Part 3 of Schedule 1 (The Original Parties)
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”).





IT IS AGREED as follows:-



SECTION 1

INTERPRETATION





	1.	 	DEFINITIONS AND INTERPRETATION






	1.1	 	Definitions






In this Agreement:-



	 	 	 
	"Acceptable Bank”
	 	means:-

(a) a bank or financial institution which has a rating for

its long-term unsecured and non credit-enhanced debt

obligations of A+ or higher by Standard & Poor’s Rating

Services or Fitch Ratings Ltd or A1 or higher by Moody’s

Investor Services Limited or a comparable rating from an

internationally recognised credit rating agency or

(b) The Royal Bank of Scotland plc and National Westminster

Bank Plc provided that they have a rating for their long term

unsecured and non credit enhanced debt obligations of A- or

higher by Standard & Poor’s Rating Services or Fitch Ratings

Ltd or A3 or higher by Moody’s Investor Services Limited or a

comparable rating from an internationally recognised credit

rating agency or

(c) any other bank or financial institution approved by the

Agent

	"Accession Deed”
	 	means a document substantially in the form set out in

Schedule 7 (Form of Accession Deed)

	"Accounting Principles”
	 	means generally accepted accounting principles in the United

Kingdom, including IFRS

	"Accounting Reference

Date”
	 	means 31 December




	"Additional Borrower”
	 	means a company which becomes an Additional Borrower in

accordance with Clause 28 (Changes to the Obligors)

	"Additional Cost Rate”
	 	has the meaning given to it in Schedule 4 (Mandatory Cost

Formulae)

	"Additional Guarantor”
	 	means a company which becomes an Additional Guarantor in

accordance with Clause 28 (Changes to the Obligors)

	"Additional Obligor”
	 	means an Additional Borrower or an Additional Guarantor

	"Affiliate”
	 	means, in relation to any person, a Subsidiary of that person

or a Holding Company of that person or any other Subsidiary

of that Holding Company

	"Agreed Security

Principles”
	 	means the principles set out in Schedule 11 (Agreed Security

Principles)

	"Ancillary Commencement

Date”
	 	means, in relation to an Ancillary Facility, the date on

which that Ancillary Facility is first made available, which

date shall be a Business Day within the Availability Period

for the Facility

	"Ancillary Commitment”
	 	means, in relation to an Ancillary Lender and an Ancillary

Facility, the maximum amount which that Ancillary Lender has

agreed (whether or not subject to satisfaction of conditions

precedent) to make available from time to time under an

Ancillary Facility and which has been authorised as such

under Clause 6 (Ancillary Facilities), to the extent that

amount is not cancelled or reduced under this Agreement or

the Ancillary Documents relating to that Ancillary Facility

	"Ancillary Document”
	 	means each document relating to or evidencing the terms of an

Ancillary Facility

	"Ancillary Facility”
	 	means any ancillary facility made available by an Ancillary

Lender in accordance with Clause 6 (Ancillary Facilities)

	"Ancillary Lender”
	 	means each Lender (or Affiliate of a Lender) which makes

available an Ancillary Facility in accordance with Clause 6

(Ancillary Facilities)

	"Ancillary Outstandings”
	 	means, at any time, in relation to an Ancillary Lender and an

Ancillary Facility then in force the aggregate of the

following amounts outstanding under that Ancillary Facility:-

(a) the principal amount under each overdraft facility and

on-demand short term loan facility (net of any credit

balances on any account of any Borrower of an Ancillary

Facility with the Ancillary Lender making available that

Ancillary Facility to the extent that the credit balances are

freely available to be set off by that Ancillary Lender

against liabilities owed to it by that Borrower under that

Ancillary Facility)

(b) the face amount of each guarantee, bond and letter of

credit under that Ancillary Facility and

(c) the amount fairly representing the aggregate exposure

(excluding interest and similar charges) of that Ancillary

Lender under each other type of accommodation provided under

that Ancillary Facility

in each case as determined by such Ancillary Lender, acting

reasonably in accordance with its normal banking practice and

in accordance with the relevant Ancillary Document

	"Assignment Agreement”
	 	means an agreement substantially in the form set out in

Schedule 6 (Form of Assignment Agreement) or any other form

agreed between the relevant assignor and assignee

	"Auditors”
	 	means any firm approved in advance by the Majority Lenders

(such approval not to be unreasonably withheld or delayed)

	"Authorisation”
	 	means an authorisation, consent, approval, resolution,

licence, exemption, filing, notarisation or registration

	"Availability Period”
	 	means from and including the date of this Agreement to and

including the date falling one week prior to the Termination

Date

	"Available Ancillary

Commitment”
	 	means in relation to an Ancillary Facility, an Ancillary

Lender’s Ancillary Commitment less the Ancillary Outstandings

in relation to that Ancillary Facility

	"Available Commitment”
	 	means, in relation to the Facility, a Lender’s Commitment

minus (subject to Clause 6.8 (Affiliates of Lenders as

Ancillary Lenders) and as set out below):-

(a) the amount of its participation in any outstanding

Utilisations and the amount of the aggregate of its Ancillary

Commitments and

(b) in relation to any proposed Utilisation, the amount of

its participation in any other Utilisations that are due to

be made under the Facility on or before the proposed

Utilisation Date and the amount of its Ancillary Commitment

in relation to any new Ancillary Facility that is due to be

made available on or before the proposed Utilisation Date

other than:-

(i) that Lender’s participation in any Utilisations that are

due to be repaid or prepaid on or before the proposed

Utilisation Date and

(ii) that Lender’s (or its Affiliate’s) Ancillary Commitments

to the extent that they are due to be reduced or cancelled on

or before the proposed Utilisation Date

	"Available Facility”
	 	means the aggregate for the time being of each Lender’s

Available Commitment

	"Base Reference Bank

Rate”
	 	means the arithmetic mean of the rates (rounded upwards to

four decimal places) as supplied to the Agent at its request

by the Base Reference Banks in relation to LIBOR, as the rate

at which the relevant Base Reference Bank could borrow funds

in the London interbank market in the relevant currency and

for the relevant period, were it to do so by asking for and

then accepting interbank offers for deposits in reasonable

market size in that currency and for that period

	"Base Reference Banks”
	 	means the principal London offices of The Royal Bank of

Scotland plc, Barclays Bank PLC and Lloyds TSB Bank plc or

such other banks as may be appointed by the Agent in

consultation with the Company

	"Bilateral Overdraft

Lender”
	 	means The Royal Bank of Scotland plc as agent for National

Westminster Bank Plc in its capacity as lender under the

NatWest Overdraft Letter

	"Borrower”
	 	means the Company or an Additional Borrower unless it has

ceased to be a Borrower in accordance with Clause 28 (Changes

to the Obligors) and, in respect of an Ancillary Facility

only, any Affiliate of a Borrower that becomes a borrower of

that Ancillary Facility with the approval of the relevant

Lender pursuant to the provisions of Clause 6.9 (Affiliates

of Borrowers)

	"Borrowings”
	 	has the meaning given to that term in Clause 23.1 (Financial

definitions)

	"Break Costs”
	 	means the amount (if any) by which:-

(a) the interest which a Lender should have received for the

period from the date of receipt of all or any part of its

participation in a Loan or Unpaid Sum to the last day of the

current Interest Period in respect of that Loan or Unpaid

Sum, had the principal amount or Unpaid Sum received been

paid on the last day of that Interest Period

exceeds:-

(b) the amount which that Lender would be able to obtain by

placing an amount equal to the principal amount or Unpaid Sum

received by it on deposit with a leading bank in the Relevant

Interbank Market for a period starting on the Business Day

following receipt or recovery and ending on the last day of

the current Interest Period

	"Budget”
	 	means:-

(a) in relation to the period beginning on 1 January 2011 and

ending on 31 December 2011, the budget delivered by the

Company to the Lenders prior to the date of this Agreement

and

(b) in relation to any other period, any budget delivered by

the Company to the Agent in respect of that period pursuant

to Clause 22.4 (Budget)

	"Business Day”
	 	means a day (other than a Saturday or Sunday) on which banks

are open for general business in London

	"Capital Expenditure”
	 	has the meaning given to that term in Clause 23.1 (Financial

definitions)

	"Cash”
	 	means, at any time, cash denominated in Sterling in hand or

at bank and (in the latter case) credited to an account in

the name of an Obligor with an Acceptable Bank and to which

an Obligor is alone (or together with other Obligors)

beneficially entitled and for so long as:-

(a) that cash is repayable within 30 days after the relevant

date of calculation

(b) repayment of that cash is not contingent on the prior

discharge of any other indebtedness of any member of the

Group or of any other person whatsoever or on the

satisfaction of any other condition

(c) there is no Security over that cash except for

Transaction Security or any Permitted Security constituted by

a netting or set-off arrangement entered into by members of

the Group in the ordinary course of their banking

arrangements and

(d) the cash is freely and immediately available to be

applied in repayment or prepayment of the Facility

	"Cash Equivalent

Investments”
	 	means at any time:-

(a) certificates of deposit maturing within one year after

the relevant date of calculation and issued by an Acceptable

Bank

(b) any investment in marketable debt obligations issued or

guaranteed by the government of the United States of America,

the United Kingdom, any member state of the European Economic

Area or any Participating Member State or by an

instrumentality or agency of any of them having an equivalent

credit rating, maturing within one year after the relevant

date of calculation and not convertible or exchangeable to

any other security

(c) commercial paper not convertible or exchangeable to any

other security:-

(i) for which a recognised trading market exists

(ii) issued by an issuer incorporated in the United States of

America, the United Kingdom, any member state of the European

Economic Area or any Participating Member State

(iii) which matures within one year after the relevant date

of calculation and

(iv) which has a credit rating of either A-1 or higher by

Standard & Poor’s Rating Services or F1 or higher by Fitch

Ratings Ltd or P-1 or higher by Moody’s Investor Services

Limited, or, if no rating is available in respect of the

commercial paper, the issuer of which has, in respect of its

long-term unsecured and non-credit enhanced debt obligations,

an equivalent rating

(d) sterling bills of exchange eligible for rediscount at the

Bank of England and accepted by an Acceptable Bank (or their

dematerialised equivalent)

(e) any investment in money market funds which (i) have a

credit rating of either A-1 or higher by Standard & Poor’s

Rating Services or F1 or higher by Fitch Ratings Ltd or P-1

or higher by Moody’s Investor Services Limited, (ii) which

invest substantially all their assets in securities of the

types described in sub-clauses (a) to (d) above and (iii) can

be turned into cash on not more than 30 days’ notice or

(f) any other debt security approved by the Majority Lenders,

in each case, denominated in Sterling and to which any

Obligor is alone (or together with other Obligors

beneficially entitled at that time and which is not issued or

guaranteed by any member of the Group or subject to any

Security (other than Security arising under the Transaction

Security Documents)

	"Cashflow”
	 	has the meaning given to that term in Clause 23.1 (Financial

definitions)







	 	 	 	 	 	 	 	 	 
	"Change of Control”	 	means Penske Automotive Group Inc ceases to control directly or indirectly the

	 	 	 	 	Company and/or any person or group of persons acting in concert gains direct or

	 	 	 	 	indirect control of the Company. For the purposes of this definition:-

	 	 	 	 	(a) “control” of the Company means:-

	 	


	 	 	 	 	(i) the power (whether by way of ownership of shares, proxy, contract, agency or

	 	 	 	 	otherwise) to:-

	 	


	 	 	 	 	(A) cast, or control the casting of, 51% or more of the maximum number of votes that

	 	 	 	 	might be cast at a general meeting of the Company or

	 	


	 	 	 	 	(B) appoint or remove all, or the majority, of the directors or other equivalent

	 	 	 	 	officers of the Company or

	 	


	 	 	 	 	(C) give directions with respect to the operating and financial policies of the

	 	 	 	 	Company with which the directors or other equivalent officers of the Company are

	 	 	 	 	obliged to comply and/or

	 	


	 	 	 	 	(ii) the holding beneficially of 51% of the issued share capital of the Company

	 	 	 	 	(excluding any part of that issued share capital that carries no right to participate

	 	 	 	 	beyond a specified amount in a distribution of either profits or capital)

	 	 	 	 	(b) “acting in concert” means, a group of persons who, pursuant to an agreement or

	 	 	 	 	understanding (whether formal or informal), actively co-operate, through the

	 	 	 	 	acquisition directly or indirectly of shares in the Company by any of them, either

	 	 	 	 	directly or indirectly, to obtain or consolidate control of the Company

	"Charged Property”	 	 	 	means all of the assets of the Obligors which from time to time are, or are expressed

	 	 	 	 	to be, the subject of the Transaction Security

	 	


	"Closing Date”	 	 	 	means the date on which the Agent confirms to the Company in writing that all of the

	 	 	 	 	conditions precedent in Part 1 of Schedule 2 have been satisfied or waived

	"Commitment”
	 	 	 	means:-

	 	


	 	 	 	 	(a) in relation to an Original Lender, the amount set opposite its name under the

	 	 	 	 	heading “Commitment” in Part 2 or Part 3 of Schedule 1 (The Original Parties) and the

	 	 	 	 	amount of any other Commitment transferred to it under this Agreement or assumed by

	 	 	 	 	it in accordance with Clause 2.2 (Increase) and

	 	


	 	 	 	 	(b) in relation to any other Lender, the amount of any Commitment transferred to it

	 	 	 	 	under this Agreement or assumed by it in accordance with Clause 2.2 (Increase)

	 	 	 	 	to the extent not cancelled, reduced or transferred by it under this Agreement

	"Compliance Certificate”	 	means a certificate substantially in the form set out in Schedule 9 (Form of

	 	 	 	 	Compliance Certificate)

	 	


	"Confidential Information”	 	means all information relating to the Parent, the Company, any Obligor, the Group,

	 	 	 	 	the Finance Documents or the Facility of which a Finance Party becomes aware in its

	 	 	 	 	capacity as, or for the purpose of becoming, a Finance Party or which is received by

	 	 	 	 	a Finance Party in relation to, or for the purpose of becoming a Finance Party under,

	 	 	 	 	the Finance Documents or the Facility from either:-

	 	


	 	 	 	 	(a) the Parent or any member of the Group or any of its advisers or

	 	 	 	 	(b) another Finance Party, if the information was obtained by that Finance Party

	 	 	 	 	directly or indirectly from the Parent or any member of the Group or any of its

	 	 	 	 	advisers

	 	


	 	 	 	 	in whatever form, and includes information given orally and any document, electronic

	 	 	 	 	file or any other way of representing or recording information which contains or is

	 	 	 	 	derived or copied from such information but excludes information that:-

	 	 	 	 	(i) is or becomes public information other than as a direct or indirect result of any

	 	 	 	 	breach by that Finance Party of Clause 39 (Confidentiality) or

	 	 	 	 	(ii) is identified in writing at the time of delivery as non-confidential by the

	 	 	 	 	Parent or any member of the Group or any of its advisers or

	 	 	 	 	(iii) is known by that Finance Party before the date the information is disclosed to

	 	 	 	 	it in accordance with sub-clauses (a) or (b) above or is lawfully obtained by that

	 	 	 	 	Finance Party after that date, from a source which is, as far as that Finance Party

	 	 	 	 	is aware, unconnected with the Parent or the Group and which, in either case, as far

	 	 	 	 	as that Finance Party is aware, has not been obtained in breach of, and is not

	 	 	 	 	otherwise subject to, any obligation of confidentiality

	"Confidentiality Undertaking”	 	means a confidentiality undertaking substantially in a recommended form of the LMA or

	 	 	 	 	in any other form agreed between the Company and the Agent

	"Contribution Notice”	 	 	 	means a contribution notice issued by the Pensions Regulator under section 38 or

	 	 	 	 	section 47 of the Pensions Act 2004

	 	


	"CTA”
	 	 	 	means the Corporation Tax Act 2009

	 	


	"DB Schemes”
	 	 	 	means:-

	 	


	 	 	 	 	(a) the Ryland Group Pension Scheme established by an interim deed dated 29 January

	 	 	 	 	1974;

	 	


	 	 	 	 	(b) the William Jacks PLC Retirement Benefits Scheme established by interim trust

	 	 	 	 	deed dated 1 November 1953;

(c) the industry-wide MIP Plan; and

	 	




	 	 	 	 	(d) the Sytner of Nottingham Limited Retirement Benefits Scheme established by

	 	 	 	 	interim trust deed dated 5 December 1980

	 	


	"Debt Purchase Transaction”	 	means, in relation to a person, a transaction where such person:-

	 	 	 	 	(a) purchases by way of assignment or transfer

	 	


	 	 	 	 	(b) enters into any sub-participation in respect of or

	 	 	 	 	(c) enters into any other agreement or arrangement having an economic effect

	 	 	 	 	substantially similar to a sub-participation in respect of

	 	 	 	 	the Commitment or amount outstanding under this Agreement

	"Default”	 	 	 	means an Event of Default or any event or circumstance specified in Clause 25 (Events

	 	 	 	 	of Default) which would (with the expiry of a grace period, the giving of notice, the

	 	 	 	 	making of any determination under the Finance Documents or any combination of any of

	 	 	 	 	the foregoing) be an Event of Default

	 	


	"Defaulting Lender”	 	means any Lender (other than a Lender which is a Sponsor Affiliate):-	 	 	 	 
	 	 	(a) which has failed to make its participation in a Loan available or has notified the Agent that it will not
	 	 	make its participation in a Loan available by the Utilisation Date of that Loan in accordance with Clause 5.4
	 	 	(Lenders’ participation)
	 	


	 	


	 	 	(b) which has otherwise rescinded or repudiated a Finance Document or	 	 	 	 
	 	 	(c) with respect to which an Insolvency Event has occurred and is continuing	 	 	 	 
	 	 	unless, in the case of paragraph (a) above:-	 	 	 	 
	 	 	(i) its failure to pay is caused by:-	 	 	 	 
	 	 	(A) administrative or technical error or	 	 	 	 
	 	 	(B) a Disruption Event and	 	 	 	 
	 	 	payment is made within 3 Business Days of its due date or	 	 	 	 
	 	 	(ii) the Lender is disputing in good faith whether it is contractually obliged to make the payment in question
	"Delegate”	 	 	 	means any delegate, agent, attorney or co-trustee appointed by the Security Agent

	"Designated Gross Amount”	 	has the meaning given to that term in Clause 6.2 (Availability)

	"Designated Net Amount”	 	has the meaning given to that term in Clause 6.2 (Availability)

	"Disruption Event”
	 	 	 	means either or both of:-

	 	


	 	 	 	 	(a) a material disruption to those payment or communications systems or to those

	 	 	 	 	financial markets which are, in each case, required to operate in order for payments

	 	 	 	 	to be made in connection with the Facility (or otherwise in order for the

	 	 	 	 	transactions contemplated by the Finance Documents to be carried out) which

	 	 	 	 	disruption is not caused by, and is beyond the control of, any of the Parties or

	 	 	 	 	(b) the occurrence of any other event which results in a disruption (of a technical

	 	 	 	 	or systems-related nature) to the treasury or payments operations of a Party

	 	 	 	 	preventing that, or any other Party:-

	 	


	 	 	 	 	(i) from performing its payment obligations under the Finance Documents or

	 	 	 	 	(ii) from communicating with other Parties in accordance with the terms of the

	 	 	 	 	Finance Documents

	 	


	 	 	 	 	and which (in either such case) is not caused by, and is beyond the control of, the

	 	 	 	 	Party whose operations are disrupted

	 	


	"Dormant Subsidiary”	 	 	 	means a member of the Group which does not trade (for itself or as agent for any

	 	 	 	 	person) and does not own, legally or beneficially, assets (including, without

	 	 	 	 	limitation, indebtedness owed to it) which in aggregate have a value of £5,000 or

	 	 	 	 	more or its equivalent in other currencies

	 	


	"Environment”	 	 	 	means humans, animals, plants and all other living organisms including the ecological

	 	 	 	 	systems of which they form part and the following media:-

	 	 	 	 	(a) air (including, without limitation, air within natural or man-made structures,

	 	 	 	 	whether above or below ground)

	 	


	 	 	 	 	(b) water (including, without limitation, territorial, coastal and inland waters,

	 	 	 	 	water under or within land and water in drains and sewers) and

	 	 	 	 	(c) land (including, without limitation, land under water)

	"Environmental Claim”	 	 	 	means any claim, proceeding, formal notice or investigation by any person in respect

	 	 	 	 	of any Environmental Law

	 	


	"Environmental Law”	 	 	 	means any applicable law or regulation which relates to:-

	 	 	 	 	(a) the pollution or protection of the Environment

(b) the conditions of the workplace or

	 	




	 	 	 	 	(c) the generation, handling, storage, use, release or spillage of any substance

	 	 	 	 	which, alone or in combination with any other, is capable of causing harm to the

	 	 	 	 	Environment, including, without limitation, any waste

	"Environmental Permits”	 	means any permit and other Authorisation and the filing of any notification, report

	 	 	 	 	or assessment required under any Environmental Law for the operation of the business

	 	 	 	 	of any member of the Group conducted on or from the properties owned or used by any

	 	 	 	 	member of the Group

	 	


	"Event of Default”	 	 	 	means any event or circumstance specified as such in Clause 25 (Events of Default)

	"Existing Security Documents”	 	means those security documents granted before the date of this Agreement listed in

	 	 	 	 	Schedule 15 (Existing Security Documents)

	 	


	"Facility”	 	 	 	means the revolving credit facility made available under this Agreement as described

	 	 	 	 	in Clause 2.1.1

	 	


	"Facility Office”
	 	 	 	means:-

	 	


	 	 	 	 	(a) in respect of a Lender, the office or offices notified by that Lender to the

	 	 	 	 	Agent in writing on or before the date it becomes a Lender (or, following that date,

	 	 	 	 	by not less than five Business Days’ written notice) as the office or offices through

	 	 	 	 	which it will perform its obligations under this Agreement or

	 	 	 	 	(b) in respect of any other Finance Party, the office in the jurisdiction in which it

	 	 	 	 	is resident for tax purposes

	 	


	"Fee Letter”
	 	 	 	means:-

	 	


	 	 	 	 	(a) any letter or letters dated on or about the date of this Agreement between the

	 	 	 	 	Agent and the Company or the Security Agent and the Company setting out any of the

	 	 	 	 	fees referred to in Clause 14 (Fees) and

	 	


	 	 	 	 	(b) any agreement setting out fees payable to a Finance Party referred to in

	 	 	 	 	Clause 2.2.5, Clause 14.5 (Interest, commission and fees on Ancillary Facilities) of

	 	 	 	 	this Agreement or under any other Finance Document

	 	


	"Finance Document”	 	 	 	means this Agreement, any Accession Deed, any Ancillary Document, any Compliance

	 	 	 	 	Certificate, any Fee Letter, any Hedging Agreement, the Intercreditor Agreement, any

	 	 	 	 	Resignation Letter, any Transaction Security Document, any Utilisation Request, the

	 	 	 	 	Vehicle Financier Deeds of Priority and any other document designated as a “Finance

	 	 	 	 	Document” by the Agent and the Company provided that where the term “Finance

	 	 	 	 	Document” is used in, and construed for the purposes of, this Agreement or the

	 	 	 	 	Intercreditor Agreement, a Hedging Agreement shall be a Finance Document only for the

	 	 	 	 	purposes of:-

(a) the definition of “Material Adverse Effect”

	 	




	 	 	 	 	(b) sub-clause (a) of the definition of “Permitted Transaction”

	 	 	 	 	(c) the definition of “Transaction Security Document”

	 	 	 	 	(d) Clause 1.2.1(d)

(e) Clause 20 (Guarantee and Indemnity) and

	 	




	 	 	 	 	(f) Clause 25 (Events of Default) (other than Clause 25.13.2 and Clause 25.18

	 	 	 	 	(Acceleration))

	 	


	"Finance Party”	 	 	 	means the Agent, the Arranger, the Security Agent, a Lender, a Hedge Counterparty or

	 	 	 	 	any Ancillary Lender provided that where the term “Finance Party” is used in, and

	 	 	 	 	construed for the purposes of, this Agreement or the Intercreditor Agreement, a Hedge

	 	 	 	 	Counterparty shall be a Finance Party only for the purposes of:-

	 	 	 	 	(a) the definition of “Secured Parties”

(b) Clause 1.2.1(a)

	 	




	 	 	 	 	(c) sub-clause (c) of the definition of Material Adverse Effect

	 	 	 	 	(d) Clause 20 (Guarantee and Indemnity) and

	 	


	 	 	 	 	(e) Clause 30 (Conduct of business by the Finance Parties)

	"Financial Event of Default”	 	means an Event of Default arising under any of Clauses 25.1 (Non payment), 25.2

	 	 	 	 	(Other obligations) (to the extent that such Event of Default arises as a breach of

	 	 	 	 	Clause 23 (Financial covenants) or Clause 22 (Information Undertakings) (in relation

	 	 	 	 	to the delivery of Annual Financial Statements, Quarterly Financial Statements,

	 	 	 	 	Monthly Financial Statements and/or Compliance Certificates)), 25.5 (Cross-default),

	 	 	 	 	25.6 (Insolvency), 25.7 (Insolvency proceedings) and 25.8 (Creditor’s process)

	"Financial Indebtedness”	 	means any indebtedness for or in respect of:-	 	 	 	 
	 	 	 	 	(a) moneys borrowed and debit balances at banks or other financial institutions

	 	 	 	 	(b) any acceptance under any acceptance credit or bill discounting facility (or

	 	 	 	 	dematerialised equivalent)

	 	


	 	 	 	 	(c) any note purchase facility or the issue of bonds, notes, debentures, loan stock

	 	 	 	 	or any similar instrument

	 	


	 	 	 	 	(d) the amount of any liability in respect of Finance Leases

	 	 	 	 	(e) receivables sold or discounted (other than any receivables to the extent they are

	 	 	 	 	sold on a non-recourse basis and meet any requirement for de-recognition under the

	 	 	 	 	Accounting Principles)

	 	


	 	 	 	 	(f) any Treasury Transaction (and, when calculating the value of that Treasury

	 	 	 	 	Transaction, only the marked to market value (or, if any actual amount is due as a

	 	 	 	 	result of the termination or close-out of that Treasury Transaction, that amount)

	 	 	 	 	shall be taken into account)

	 	


	 	 	 	 	(g) any counter-indemnity obligation in respect of a guarantee, bond, standby or

	 	 	 	 	documentary letter of credit or any other instrument issued by a bank or financial

	 	 	 	 	institution in respect of (i) an underlying liability of an entity which is not a

	 	 	 	 	member of the Group which liability would fall within one of the other sub-clauses of

	 	 	 	 	this definition or (ii) any liabilities of any member of the Group relating to any

	 	 	 	 	post-retirement benefit scheme

	 	


	 	 	 	 	(h) any amount raised by the issue of redeemable shares which are redeemable (other

	 	 	 	 	than at the option of the issuer) before the Termination Date or are otherwise

	 	 	 	 	classified as borrowings under the Accounting Principles)

	 	 	 	 	(i) any amount of any liability under an advance or deferred purchase agreement if

	 	 	 	 	(i) one of the primary reasons behind entering into the agreement is to raise finance

	 	 	 	 	or to finance the acquisition or construction of the asset or service in question or

	 	 	 	 	(ii) the agreement is in respect of the supply of assets or services and payment is

	 	 	 	 	due more than 90 days after the date of supply

	 	


	 	 	 	 	(j) any amount raised under any other transaction (including any forward sale or

	 	 	 	 	purchase, sale and sale back or sale and leaseback agreement) having the commercial

	 	 	 	 	effect of a borrowing or otherwise classified as borrowings under the Accounting

	 	 	 	 	Principles and

	 	


	 	 	 	 	(k) the amount of any liability in respect of any guarantee for any of the items

	 	 	 	 	referred to in sub-clauses (a) to (j) above

	 	


	"Financial Quarter”	 	 	 	has the meaning given to that term in Clause 23.1 (Financial definitions)

	"Financial Support Direction”	 	means a financial support direction issued by the Pensions Regulator under section 43

	 	 	 	 	of the Pensions Act 2004

	 	


	"Financial Year”	 	 	 	has the meaning given to that term in Clause 23.1 (Financial definitions)

	"Franchises”	 	 	 	means the franchises, vehicle distribution agreements and dealerships listed in

	 	 	 	 	Schedule 14 (Franchises)

	 	


	"German Group”	 	 	 	means PAE GmbH and each of its Subsidiaries from time to time

	"Group”	 	 	 	means the Company and each of its Subsidiaries for the time being

	"Group Structure Chart”	 	means the group structure chart in the agreed form	 	 	 	 
	"Guarantor”	 	 	 	means an Original Guarantor or an Additional Guarantor, unless it has ceased to be a

	 	 	 	 	Guarantor in accordance with Clause 28 (Changes to the Obligors)

	"Hedge Counterparty”	 	 	 	means any person which has become a Party as a Hedge Counterparty in accordance with

	 	 	 	 	Clause 26.8 (Accession of Hedge Counterparties) and which has become a party to the

	 	 	 	 	Intercreditor Agreement as a Hedge Counterparty in accordance with the provisions of

	 	 	 	 	the Intercreditor Agreement

	 	


	"Hedging Agreement”	 	 	 	means any master agreement, confirmation, schedule or other agreement entered into or

	 	 	 	 	to be entered into by an Obligor and a Hedge Counterparty for the purpose of hedging

	 	 	 	 	the types of liabilities and/or risks in relation to the Facility which, at the time

	 	 	 	 	that that master agreement, confirmation, schedule or other agreement (as the case

	 	 	 	 	may be) is entered into are permitted to be entered into pursuant to the terms of

	 	 	 	 	this Agreement

	 	


	"Holding Company”	 	 	 	means, in relation to a company or corporation, any other company or corporation in

	 	 	 	 	respect of which it is a Subsidiary

	 	


	"IFRS”	 	 	 	means international accounting standards within the meaning of IAS

	 	 	 	 	Regulation 1606/2002 to the extent applicable to the relevant financial statements

	"Impaired Agent”
	 	 	 	means the Agent at any time when:-

	 	


	 	 	 	 	(a) it has failed to make (or has notified a Party that it will not make) a payment

	 	 	 	 	required to be made by it under the Finance Documents by the due date for payment

	 	 	 	 	(b) the Agent otherwise rescinds or repudiates a Finance Document

	 	 	 	 	(c) (if the Agent is also a Lender) it is a Defaulting Lender under paragraph (a) or

	 	 	 	 	of the definition of “Defaulting Lender” or

	 	


	 	 	 	 	(d) an Insolvency Event has occurred and is continuing with respect to the Agent

	 	 	 	 	unless, in the case of paragraph (a) above:-

(i) its failure to pay is caused by:-

(A) administrative or technical error or

(B) a Disruption Event and

	 	








	 	 	 	 	payment is made within 3 Business Days of its due date or

	 	 	 	 	(ii) the Agent is disputing in good faith whether it is contractually obliged to make

	 	 	 	 	the payment in question

	 	


	"Increase Confirmation”	 	means a confirmation substantially in the form set out in Schedule 12 (Form of

	 	 	 	 	Increase Confirmation)

	 	


	"Increase Lender”	 	 	 	has the meaning given to that term in Clause 2.2 (Increase)

	"Insolvency Event”	 	 	 	in relation to a Finance Party means that the Finance Party:-

	 	 	 	 	(a) is dissolved (other than pursuant to a consolidation, amalgamation or merger)

	 	 	 	 	(b) becomes insolvent

	 	


	 	 	 	 	(c) has a resolution passed for its winding-up or liquidation (other than pursuant to

	 	 	 	 	a consolidation, amalgamation or merger)

	 	


	 	 	 	 	(d) seeks or becomes subject to the appointment of an administrator, liquidator,

	 	 	 	 	receiver, trustee, custodian or other similar official for it or for all or

	 	 	 	 	substantially all its assets

	 	


	 	 	 	 	(e) has a secured party take possession of all or substantially all its assets or has

	 	 	 	 	a distress, execution, attachment, sequestration or other legal process levied,

	 	 	 	 	enforced or sued on or against all or substantially all its assets and such secured

	 	 	 	 	party maintains possession, or any such process is not dismissed, discharged, stayed

	 	 	 	 	or restrained, in each case within 30 days thereafter

	 	 	 	 	(f) causes or is subject to any event with respect to it which, under the applicable

	 	 	 	 	laws of any jurisdiction, has an analogous effect to any of the events specified in

	 	 	 	 	paragraphs (a) to (e) above or

	 	


	 	 	 	 	(g) takes any action in furtherance of, or indicating its consent to, approval of, or

	 	 	 	 	acquiescence in, any of the foregoing acts

	 	


	"Intellectual Property”	 	means:-	 	 	 	 
	 	 	 	 	(a) any material patents, trade marks, service marks, designs, business names,

	 	 	 	 	copyrights, database rights, design rights, domain names, moral rights, inventions,

	 	 	 	 	confidential information, knowhow and other intellectual property rights and

	 	 	 	 	interests (which may now or in the future subsist), whether registered or

	 	 	 	 	unregistered and

	 	


	 	 	 	 	(b) the benefit of all applications and rights to use such assets of each member of

	 	 	 	 	the Group (which may now or in the future subsist)

	 	


	"Intercreditor Agreement”	 	means the intercreditor agreement dated the same date as this Agreement and made

	 	 	 	 	between, among others, the Parent, the Company, the other Obligors, The Royal Bank of

	 	 	 	 	Scotland plc as Security Agent, The Royal Bank of Scotland plc as agent, the Lenders,

	 	 	 	 	the Arranger, the Ancillary Lenders, the Hedge Counterparties and the Bilateral

	 	 	 	 	Overdraft Lender

	 	


	"Interest Period”	 	 	 	means, in relation to a Loan, each period determined in accordance with Clause 12

	 	 	 	 	(Interest Periods) and, in relation to an Unpaid Sum, each period determined in

	 	 	 	 	accordance with Clause 11.3 (Default interest)

	 	


	"ITA”
	 	 	 	means the Income Tax Act 2007

	 	


	"Joint Venture”	 	 	 	means any joint venture entity, whether a company, unincorporated firm, undertaking,

	 	 	 	 	association, joint venture or partnership or any other entity

	"Legal Opinion”	 	 	 	means any legal opinion delivered to the Agent under Clause 4.1 (Initial conditions

	 	 	 	 	precedent) or Clause 28 (Changes to the Obligors)

	 	


	"Legal Reservations”
	 	 	 	means:-

	 	


	 	 	 	 	(a) the principle that equitable remedies may be granted or refused at the discretion

	 	 	 	 	of a court and the limitation of enforcement by laws relating to insolvency,

	 	 	 	 	reorganisation and other laws generally affecting the rights of creditors

	 	 	 	 	(b) the time barring of claims under the Limitation Acts, the possibility that an

	 	 	 	 	undertaking to assume liability for or indemnify a person against non-payment of UK

	 	 	 	 	stamp duty may be void and defences of set-off or counterclaim

	 	 	 	 	(c) the principle that in certain circumstances Security granted by way of fixed

	 	 	 	 	charge may be characterised as a floating charge or that Security purported to be

	 	 	 	 	constituted by way of an assignment may be recharacterised as a charge

	 	 	 	 	(d) the principle that any additional interest imposed pursuant to any relevant

	 	 	 	 	agreement may be held to be unenforceable on the grounds that it is a penalty and

	 	 	 	 	thus void

	 	


	 	 	 	 	(e) the principle that an English court may not give effect to an indemnity for legal

	 	 	 	 	costs incurred by an unsuccessful litigant

	 	


	 	 	 	 	(f) similar principles, rights and defences under the laws of any Relevant

	 	 	 	 	Jurisdiction and

	 	


	 	 	 	 	(g) any other matters which are set out as qualifications or reservations as to

	 	 	 	 	matters of law of general application in the Legal Opinions

	"Lender”
	 	 	 	means:-

(a) any Original Lender and

	 	




	 	 	 	 	(b) any bank, financial institution, trust, fund or other entity which has become a

	 	 	 	 	Party as a Lender in accordance with Clause 2.2 (Increase) or Clause 26 (Changes to

	 	 	 	 	the Lenders)

	 	


	 	 	 	 	which in each case has not ceased to be a Lender in accordance with the terms of this

	 	 	 	 	Agreement

	 	


	"LIBOR”
	 	 	 	means, in relation to any Loan:-

(a) the applicable Screen Rate or

	 	




	 	 	 	 	(b) (if no Screen Rate is available for the currency or Interest Period of that Loan)

	 	 	 	 	the Base Reference Bank Rate

	 	


	 	 	 	 	as of the Specified Time on the Quotation Day for the currency of that Loan and a

	 	 	 	 	period comparable to the Interest Period for that Loan

	"Limitation Acts”	 	 	 	means the Limitation Act 1980 and the Foreign Limitation Periods Act 1984

	"Loan”	 	 	 	means a loan made or to be made under the Facility or the principal amount

	 	 	 	 	outstanding for the time being of that loan

	 	


	"LMA”
	 	 	 	means the Loan Market Association

	 	


	"Majority Lenders”
	 	 	 	means:-

	 	


	 	 	 	 	(a) subject to paragraph (b) below, a Lender or Lenders whose Commitments aggregate

	 	 	 	 	more than 662/3 per cent of the Total Commitments (or, if the

	 	 	 	 	Total Commitments have been reduced to zero, aggregated more than

	 	 	 	 	662/3 per cent of the Total Commitments immediately prior to

	 	 	 	 	that reduction)

	 	


	 	 	 	 	(b) for the purposes of Clause 25.18 (Acceleration) where an Event of Default has

	 	 	 	 	occurred and is continuing under any of Clauses 25.1 (Non-payment), 25.2 (Financial

	 	 	 	 	covenants and other obligations) (where such Event of Default arises from a breach of

	 	 	 	 	Clause 23 (Financial covenants)), 25.5 (Cross default), 25.6 (Insolvency), 25.7

	 	 	 	 	(Insolvency proceedings), 25.8 (Creditors’ process), a Lender or Lenders whose

	 	 	 	 	Commitments aggregate 50 per cent or more of the Total Commitments (or, if the Total

	 	 	 	 	Commitments have been reduced to zero, aggregated 50 per cent or more of the Total

	 	 	 	 	Commitments immediately prior to that reduction)

	 	


	"Mandatory Cost”	 	 	 	means the percentage rate per annum calculated by the Agent in accordance with

	 	 	 	 	Schedule 4 (Mandatory Cost Formulae)

	 	


	"Margin”
	 	 	 	means:-

(a) in relation to any Loan, 3 per cent per annum

	 	




	 	 	 	 	(b) in relation to any Unpaid Sum relating or referable to the Facility, the rate per

	 	 	 	 	annum specified above and

	 	


	 	 	 	 	(c) in relation to any other Unpaid Sum, the highest rate specified above

	 	 	 	 	but if:-

	 	


	 	 	 	 	(d) no Event of Default has occurred and is continuing

	 	 	 	 	(e) the ratio of Consolidated Net Borrowings to Consolidated EBITDA in respect of the

	 	 	 	 	most recently completed Relevant Period is within a range set out below,

	 	 	 	 	then the Margin for each Loan will be the percentage per annum set out below in the

	 	 	 	 	column opposite that range:-

	 	


	 	 	 	 	Consolidated Net Borrowings: Consolidated EBITDA

	 	Margin % pa

	 	 	 	 	Greater than 2.5:1

	 	 	3.00	 
	 	 	 	 	Greater than 2.0:1 but less than or equal to 2.5:1

	 	 	2.50	 
	 	 	 	 	Greater than 1.5:1 but less than or equal to 2.0:1

	 	 	1.90	 
	 	 	 	 	Greater than 1.0:1 but less than or equal to 1.5:1

	 	 	1.70	 
	 	 	 	 	Greater than 0.7:1 but less than or equal to 1.0:1

	 	 	1.50	 
	 	 	 	 	Less than or equal to 0.7:1

	 	 	1.35	 
	 	 	 	 	However:-

	 	


	 	 	 	 	(i) any increase or decrease in the Margin for a Loan shall take effect on the date

	 	 	 	 	(the “reset date”) which is three Business Days following receipt by the Agent of the

	 	 	 	 	Compliance Certificate for that Relevant Period pursuant to Clause 22.2 (Provision

	 	 	 	 	and contents of Compliance Certificate)

	 	


	 	 	 	 	(ii) if, following receipt by the Agent of the annual audited financial statements of

	 	 	 	 	the Group and related Compliance Certificate, those statements and Compliance

	 	 	 	 	Certificate do not confirm the basis for a reduced Margin, then the provisions of

	 	 	 	 	Clause 11.2 (Payment of interest) shall apply and the Margin for that Loan shall be

	 	 	 	 	the percentage per annum determined using the table above and the revised ratio of

	 	 	 	 	Consolidated Net Borrowings to Consolidated EBITDA calculated using the figures in

	 	 	 	 	the Compliance Certificate

	 	


	 	 	 	 	(iii) while an Event of Default is continuing, the Margin for each Loan shall be the

	 	 	 	 	highest percentage per annum set out above and

	 	


	 	 	 	 	for the purpose of determining the Margin, Consolidated Net Borrowings, Consolidated

	 	 	 	 	EBITDA and Relevant Period shall be determined in accordance with Clause 23.1

	 	 	 	 	(Financial definitions)

	 	


	"Material Adverse Effect”	 	means a material adverse effect on:-	 	 	 	 
	 	 	 	 	(a) the business or financial condition of the Group taken as a whole or

	 	 	 	 	(b) the ability of an Obligor to perform its obligations under the Finance Documents

	 	 	 	 	or

	 	


	 	 	 	 	(c) the validity or enforceability of any Finance Document

	"Material Company”
	 	 	 	means, at any time:-

(a) an Obligor or

	 	




	 	 	 	 	(b) a wholly-owned member of the Group that holds shares in an Obligor or

	 	 	 	 	(c) a Subsidiary of the Company which has earnings before interest, tax, depreciation

	 	 	 	 	and amortisation calculated on the same basis as Consolidated EBITDA (as defined in

	 	 	 	 	Clause 23.1 (Financial definitions) (but on an unconsolidated basis)) representing 10

	 	 	 	 	per cent. or more of Consolidated EBITDA (as defined in Clause 23.1 (Financial

	 	 	 	 	definitions)) or has gross assets, net assets or turnover (excluding intra-group

	 	 	 	 	items) representing 10 per cent. or more of the gross assets, net assets or turnover

	 	 	 	 	of the Group, calculated on a consolidated basis

	 	


	 	 	 	 	Compliance with the condition set out in sub-clause (c) shall be determined by

	 	 	 	 	reference to the most recent Compliance Certificate supplied by the Company and/or

	 	 	 	 	the latest audited financial statements of that Subsidiary (consolidated in the case

	 	 	 	 	of a Subsidiary which itself has Subsidiaries) and the latest audited consolidated

	 	 	 	 	financial statements of the Group. However, if a Subsidiary has been acquired since

	 	 	 	 	the date as at which the latest audited consolidated financial statements of the

	 	 	 	 	Group were prepared, the financial statements shall be deemed to be adjusted in order

	 	 	 	 	to take into account the acquisition of that Subsidiary (that adjustment being

	 	 	 	 	certified by two directors of the Company as representing an accurate reflection of

	 	 	 	 	the revised Consolidated EBITDA (as defined in Clause 23.1 (Financial definitions)),

	 	 	 	 	gross assets, net assets or turnover of the Group).

	 	


	 	 	 	 	A report by the Auditors of the Company that a Subsidiary is or is not a Material

	 	 	 	 	Company shall, in the absence of manifest error, be conclusive and binding on all

	 	 	 	 	Parties

	 	


	"Material Franchising Agreement”	 	means a franchising agreement entered into by any member of the Group:-

	 	 	 	 	(a) where the profits attributable to, or generated under such franchising agreement

	 	 	 	 	are equal to or greater than 10 per cent. of the aggregate profits of the Group; or

	 	 	 	 	(b) where the turnover attributable to or generated under such franchising agreement

	 	 	 	 	is equal to or greater than 10 per cent. of the aggregate turnover of the Group

	"Month”	 	 	 	means a period starting on one day in a calendar month and ending on the numerically

	 	 	 	 	corresponding day in the next calendar month, except that:-

	 	 	 	 	(a) (subject to sub-clause (c) below) if the numerically corresponding day is not a

	 	 	 	 	Business Day, that period shall end on the next Business Day in that calendar month

	 	 	 	 	in which that period is to end if there is one, or if there is not, on the

	 	 	 	 	immediately preceding Business Day

	 	


	 	 	 	 	(b) if there is no numerically corresponding day in the calendar month in which that

	 	 	 	 	period is to end, that period shall end on the last Business Day in that calendar

	 	 	 	 	month and

	 	


	 	 	 	 	(c) if an Interest Period begins on the last Business Day of a calendar month, that

	 	 	 	 	Interest Period shall end on the last Business Day in the calendar month in which

	 	 	 	 	that Interest Period is to end

	 	


	 	 	 	 	The above rules will only apply to the last Month of any period

	"NatWest Overdraft Letter”	 	means the overdraft letter dated 27 July 2010 between The Royal Bank of Scotland plc

	 	 	 	 	as agent for National Westminster Bank Plc and the Company (as amended, varied or

	 	 	 	 	replaced from time to time) provided that the amount of the overdraft and ancillary

	 	 	 	 	facilities made available pursuant to its terms shall not exceed £12,500,000 at any

	 	 	 	 	time

	 	


	"New Lender”	 	 	 	has the meaning given to that term in Clause 26 (Changes to the Lenders)

	"Notifiable Debt Purchase Transaction”	 	has the meaning given to that term in Clause 27.2.2	 	 	 	 
	"Obligor”
	 	 	 	means a Borrower or a Guarantor

	 	


	"Obligors’ Agent”	 	 	 	means the Company appointed to act on behalf of each Obligor in relation to the

	 	 	 	 	Finance Documents pursuant to Clause 2.4 (Obligors’ Agent)

	"Original Financial Statements”	 	means:-	 	 	 	 
	 	 	 	 	(a) in relation to each Original Obligor its audited financial statements for its

	 	 	 	 	Financial Year ended 31 December 2010

	 	


	 	 	 	 	(b) in relation to any other Obligor, its audited financial statements delivered to

	 	 	 	 	the Agent as required by Clause 28 (Changes to the Obligors)

	"Original Obligor”
	 	 	 	means an Original Borrower or an Original Guarantor

	 	


	"PAE GmbH”	 	 	 	means Penske Automotive Europe GmbH (a company incorporated in Germany)

	"Participating Member State”	 	means any member state of the European Union that adopts or has adopted the euro as

	 	 	 	 	its lawful currency in accordance with legislation of the European Union relating to

	 	 	 	 	Economic and Monetary Union

	 	


	"Party”
	 	 	 	means a party to this Agreement

	 	


	"Pensions Regulator”	 	 	 	means the body corporate called the Pensions Regulator established under Part I of

	 	 	 	 	the Pensions Act 2004

	 	


	"Permitted Acquisition”	 	means:-	 	 	 	 
	 	 	 	 	(a) the acquisition of the entire issued share capital of each of Isaac Agnew

	 	 	 	 	Holdings Limited, Road-field Motors Limited and Agnew Autoexchange Limited provided

	 	 	 	 	that such acquisition is funded using the proceeds of the facility referred to in

	 	 	 	 	paragraph (m) of the definition of Permitted Financial Indebtedness

	 	 	 	 	(b) acquisitions or investments of motor retail operations made in the ordinary

	 	 	 	 	course of trade

	 	


	 	 	 	 	(c) an acquisition by a member of the Group of an asset sold, leased, transferred or

	 	 	 	 	otherwise disposed of by another member of the Group in circumstances constituting a

	 	 	 	 	Permitted Disposal

	 	


	 	 	 	 	(d) an acquisition of securities which are Cash Equivalent Investments so long as

	 	 	 	 	those Cash Equivalent Investments become subject to the Transaction Security as soon

	 	 	 	 	as is reasonably practicable

	 	


	 	 	 	 	(e) an acquisition for cash consideration, of (A) all of the issued share capital of

	 	 	 	 	a limited liability company or (B) (if the acquisition is made by a limited liability

	 	 	 	 	company whose sole purpose is to make the acquisition) a business or undertaking

	 	 	 	 	carried on as a going concern, but only if:-

	 	


	 	 	 	 	(i) no Default is continuing on the closing date for the acquisition or would occur

	 	 	 	 	as a result of the acquisition

	 	


	 	 	 	 	(ii) the acquired company, business or undertaking is incorporated or established,

	 	 	 	 	and carries on its principal business in, the European Union or the United States of

	 	 	 	 	America

	 	


	 	 	 	 	(iii) the cash consideration (including associated costs and expenses) for the

	 	 	 	 	acquisition (the “Total Purchase Price”) does not exceed in aggregate £20,000,000 or

	 	 	 	 	its equivalent

	 	


	 	 	 	 	(f) an acquisition made with the prior written consent of the Agent (acting on the

	 	 	 	 	instructions of the Lenders)

	 	


	 	 	 	 	Any acquisition will only be permitted under sub-clauses (e) and (f) if the Company

	 	 	 	 	has delivered to the Agent not later than 5 Business Days before legally committing

	 	 	 	 	to make such acquisition a certificate signed by two directors of the Company to

	 	 	 	 	which is attached a copy of the latest audited accounts (or if not available,

	 	 	 	 	management accounts) of the target company or business

	"Permitted Disposal”	 	 	 	means any sale, lease, licence, transfer or other disposal which, except in the case

	 	 	 	 	of sub-clause (b) is on arm’s length terms:-

	 	


	 	 	 	 	(a) of trading stock or cash made by any member of the Group in the ordinary course

	 	 	 	 	of trading of the disposing entity

	 	


	 	 	 	 	(b) of any asset by a member of the Group (the “Disposing Company”) to another member

	 	 	 	 	of the Group (the “Acquiring Company”), but if:-

	 	


	 	 	 	 	(i) the Disposing Company is an Obligor, the Acquiring Company must also be an Obligor

	 	 	 	 	(ii) the Disposing Company had given Security over the asset, the Acquiring Company

	 	 	 	 	must give equivalent Security over that asset and

	 	


	 	 	 	 	(iii) the Disposing Company is a Guarantor, the Acquiring Company must be a Guarantor

	 	 	 	 	guaranteeing at all times an amount no less than that guaranteed by the Disposing

	 	 	 	 	Company

	 	


	 	 	 	 	(c) in exchange for other assets comparable or superior as to type, value and quality

	 	 	 	 	(d) of obsolete or redundant vehicles, plant and equipment for cash

	 	 	 	 	(e) of Cash Equivalent Investments for cash or in exchange for other Cash Equivalent

	 	 	 	 	Investments

	 	


	 	 	 	 	(f) constituted by a licence of intellectual property rights permitted by

	 	 	 	 	Clause 24.24 (Intellectual Property)

	 	


	 	 	 	 	(g) to a Joint Venture, to the extent permitted by Clause 24.9 (Joint ventures)

	 	 	 	 	(h) arising as a result of any Permitted Security

	 	


	 	 	 	 	(i) arising as a result of a Permitted Sale and Leaseback Transaction

	 	 	 	 	(j) of any of the Franchises

	 	


	 	 	 	 	(k) of assets where the proceeds of the Disposal are used within 12 months of that

	 	 	 	 	Disposal for the purchase of assets to replace the asset which is the subject of that

	 	 	 	 	Disposal with assets of a similar type and quality

	 	


	 	 	 	 	(l) of assets for cash where (A) the higher of the book value and net consideration

	 	 	 	 	receivable in respect of any individual asset the subject of the Disposal does not

	 	 	 	 	exceed £10,000,000 and (B) where the higher of the book value and net consideration

	 	 	 	 	receivable (when aggregated with the higher of the book value and net consideration

	 	 	 	 	receivable for any other sale, lease, licence, transfer or other disposal not allowed

	 	 	 	 	under the preceding sub-clauses does not exceed £30,000,000 (or its equivalent) in

	 	 	 	 	any Financial Year of the Company and

	 	


	 	 	 	 	(m) made with the prior written consent of the Agent (acting on the instructions of

	 	 	 	 	the Lenders) such consent not to be unreasonably withheld or delayed

	"Permitted Distribution”	 	means:-	 	 	 	 
	 	 	 	 	(a) the payment of a dividend by the Company to the Parent provided that:

	 	 	 	 	(i) such dividend shall not exceed 50 per cent of the consolidated profit of the

	 	 	 	 	Group on ordinary activities before taxation in the Financial Year prior to that in

	 	 	 	 	which the payment of the dividend is to be made (the “Base Year”) (as evidenced by

	 	 	 	 	the consolidated audited financial statements of the Parent for the Base Year

	 	 	 	 	delivered to the Agent in accordance with Clause 22.11.1 and the US GAAP

	 	 	 	 	Reconciliation Statement for the Base Year delivered to the Agent in accordance with

	 	 	 	 	Clause 22.11.2 (and no dividend shall be paid prior to receipt by the Agent of those

	 	 	 	 	financial statements and the relevant US GAAP Reconciliation Statement));

	 	 	 	 	(ii) the amount of such dividend (the “Total Dividend Amount”), together with the

	 	 	 	 	aggregate amount of all loans referred to in paragraph (h) of the definition of

	 	 	 	 	Permitted Loan made in the relevant Financial Year of the Company shall not in any

	 	 	 	 	Financial Year of the Company exceed £15,000,000;

	 	


	 	 	 	 	(iii) no Financial Event of Default is outstanding at the time such payment is made

	 	 	 	 	nor will occur as a result of such payment and

	 	


	 	 	 	 	(iv) such dividend must be paid within the 12 month period following the end of the

	 	 	 	 	Base Year

	 	


	 	 	 	 	(b) the payment of a dividend to the Company or any of its wholly-owned Subsidiaries

	 	 	 	 	and

	 	


	 	 	 	 	(c) the payment of a dividend by the Company with the prior written consent of the

	 	 	 	 	Agent (acting on the instructions of the Lenders) such consent not be unreasonably

	 	 	 	 	withheld or delayed unless an Event of Default is continuing

	"Permitted Financial Indebtedness”	 	means Financial Indebtedness:-	 	 	 	 
	 	 	 	 	(a) arising under the Finance Documents

(b) arising under any Stocking Facility

	 	




	 	 	 	 	(c) arising under the NatWest Overdraft Letter (provided that the aggregate amount of

	 	 	 	 	all overdraft and other facilities made available pursuant to the Nat West Overdraft

	 	 	 	 	Letter shall not exceed £12,500,000 at any time)

	 	


	 	 	 	 	(d) to the extent covered by a letter of credit, guarantee or indemnity issued under

	 	 	 	 	an Ancillary Facility

	 	


	 	 	 	 	(e) arising under a foreign exchange transaction for spot or forward delivery entered

	 	 	 	 	into in connection with protection against fluctuation in currency rates where that

	 	 	 	 	foreign exchange exposure arises in the ordinary course of trade, but not a foreign

	 	 	 	 	exchange transaction for investment or speculative purposes

	 	 	 	 	(f) arising under a Permitted Loan or a Permitted Guarantee

	 	 	 	 	(g) as permitted by Clause 24.28 (Treasury Transactions)

	 	 	 	 	(h) of any person acquired by a member of the Group after the Closing Date which is

	 	 	 	 	incurred under arrangements in existence at the date of acquisition, but not incurred

	 	 	 	 	or increased or having its maturity date extended in contemplation of, or since, that

	 	 	 	 	acquisition, and outstanding only for a period of six months following the date of

	 	 	 	 	acquisition

	 	


	 	 	 	 	(i) under Finance Leases of, or hire purchase agreements relating to, motor vehicles

	 	 	 	 	(j) existing at the date of this Agreement

	 	


	 	 	 	 	(k) which is subordinated to the Facility on terms satisfactory to the Agent (acting

	 	 	 	 	reasonably)

	 	


	 	 	 	 	(l) incurred with the prior written consent of the Agent (acting on the instructions

	 	 	 	 	of the Lenders) and

	 	


	 	 	 	 	(m) arising under the term loan facility to be made available by National Westminster

	 	 	 	 	Bank Plc to the Company (provided that the maximum aggregate principal amount of that

	 	 	 	 	facility shall not exceed £30,000,000 and that such facility is documented on terms

	 	 	 	 	substantially the same as the terms of this Agreement (but on a bilateral basis and

	 	 	 	 	including market-standard provisions to reflect that the facility is to be used to

	 	 	 	 	fund an acquisition))

	 	


	 	 	 	 	(n) not otherwise permitted by the preceding paragraphs or as a Permitted Transaction

	 	 	 	 	and the outstanding principal amount of which does not exceed £7,500,000 (or its

	 	 	 	 	equivalent) in aggregate for the Group at any time

	 	


	"Permitted Guarantee”
	 	 	 	means:-

	 	


	 	 	 	 	(a) the endorsement of negotiable instruments in the ordinary course of trade

	 	 	 	 	(b) any performance or similar bond guaranteeing performance by a member of the Group

	 	 	 	 	under any contract entered into in the ordinary course of trade

	 	 	 	 	(c) any guarantee of a Joint Venture to the extent permitted by Clause 24.9 (Joint

	 	 	 	 	ventures)

	 	


	 	 	 	 	(d) any guarantee permitted under Clause 24.18 (Financial Indebtedness)

	 	 	 	 	(e) any guarantee given in respect of the netting or set-off arrangements permitted

	 	 	 	 	pursuant to sub-clause (b) of the definition of Permitted Security or

	 	 	 	 	(f) any indemnity given in the ordinary course of the documentation of an acquisition

	 	 	 	 	or disposal transaction which is a Permitted Acquisition or Permitted Disposal which

	 	 	 	 	indemnity is in a customary form and subject to customary limitations

	 	 	 	 	(g) any guarantee given by an Obligor in respect of the obligations or liabilities of

	 	 	 	 	another Obligor

	 	


	 	 	 	 	(h) any guarantee given by a member of the Group which is not an Obligor in respect

	 	 	 	 	of the obligations or liabilities of another member of the Group

	 	 	 	 	(i) any guarantee given with the prior written consent of the Agent (acting on the

	 	 	 	 	instructions of the Lenders)

	 	


	 	 	 	 	(j) the guarantee dated 27 February 2007 granted by the Parent and certain members of

	 	 	 	 	the Group in favour of the Bilateral Overdraft Lender and

	 	 	 	 	(k) any guarantees granted in addition to those permitted under paragraphs (a) to (j)

	 	 	 	 	above provided that the maximum aggregate liability (whether present or future,

	 	 	 	 	actual or contingent) of all members of the Group under all such guarantees does not

	 	 	 	 	exceed £7,500,000  at any time

	 	


	"Permitted Joint Venture”	 	means any investment in any Joint Venture where:-	 	 	 	 
	 	 	 	 	(a) the Joint Venture is incorporated, or established, and carries on its principal

	 	 	 	 	business, in the European Union or the United States of America

	 	 	 	 	(b) the Joint Venture is engaged in a business substantially the same as that carried

	 	 	 	 	on by the Group and

	 	


	 	 	 	 	(c) in any Financial Year of the Company, the aggregate (the “Joint Venture

	 	 	 	 	Investment”) of:-

	 	


	 	 	 	 	(i) all amounts subscribed for shares in, lent to, or invested in all such Joint

	 	 	 	 	Ventures by any member of the Group;

	 	


	 	 	 	 	(ii) the contingent liabilities of any member of the Group under any guarantee given

	 	 	 	 	in respect of the liabilities of any such Joint Venture and

	 	 	 	 	(iii) the market value of any assets transferred by any member of the Group to any

	 	 	 	 	such Joint Venture,

	 	


	 	 	 	 	when aggregated with the Total Purchase Price in respect of Permitted Acquisitions in

	 	 	 	 	that Financial Year permitted pursuant to sub-clause (d) of the definition of

	 	 	 	 	Permitted Acquisition does not exceed £20,000,000 (or its equivalent in other

	 	 	 	 	currencies)

	 	


	"Permitted Loan”
	 	 	 	means:-

	 	


	 	 	 	 	(a) any trade credit extended by any member of the Group to its customers on normal

	 	 	 	 	commercial terms and in the ordinary course of its trading activities

	 	 	 	 	(b) Financial Indebtedness which is referred to in the definition of, or otherwise

	 	 	 	 	constitutes, Permitted Financial Indebtedness (except under sub-clause (f) of that

	 	 	 	 	definition)

	 	


	 	 	 	 	(c) a loan made to a Joint Venture to the extent permitted under Clause 24.9 (Joint

	 	 	 	 	ventures)

	 	


	 	 	 	 	(d) a loan made by an Obligor to another Obligor or made by a member of the Group

	 	 	 	 	which is not an Obligor to another member of the Group

	 	 	 	 	(e) any loan made by an Obligor to a member of the German Group so long as the

	 	 	 	 	aggregate amount of the Financial Indebtedness under any such loans does not exceed

	 	 	 	 	£7,500,000 (or its equivalent) at any time

	 	


	 	 	 	 	(f) the subscription for vendor loan notes in connection with a Permitted Disposal

	 	 	 	 	(g) a loan made by a member of the Group to an employee or director of any member of

	 	 	 	 	the Group if the amount of that loan when aggregated with the amount of all loans to

	 	 	 	 	employees and directors by members of the Group does not exceed £200,000 (or its

	 	 	 	 	equivalent) at any time

	 	


	 	 	 	 	(h) a loan made by the Company to any Subsidiary of UAG International Holdings Inc

	 	 	 	 	which is not a member of the Group, provided that the maximum aggregate amount of all

	 	 	 	 	such loans made in any Financial Year of the Company when aggregated with the Total

	 	 	 	 	Dividend Amount in respect of Permitted Distributions paid or made in that Financial

	 	 	 	 	Year of the Company:

	 	


	 	 	 	 	(A) shall not exceed 50 per cent of the consolidated profit of the Group on ordinary

	 	 	 	 	activities before taxation in the Base Year (as defined in the definition of

	 	 	 	 	“Permitted Distribution”) (as evidenced by the consolidated audited financial

	 	 	 	 	statements of the Parent for the Base Year delivered to the Agent in accordance with

	 	 	 	 	Clause 22.11.1 and the US GAAP Reconciliation Statement for the Base Year delivered

	 	 	 	 	to the Agent in accordance with Clause 22.11.2 (and no loan permitted pursuant to

	 	 	 	 	this paragraph (h)(a) shall be paid prior to receipt by the Agent of those financial

	 	 	 	 	statements and the relevant US GAAP Reconciliation Statement)); and

	 	 	 	 	(B) does not exceed £15,000,000 (or its equivalent in other currencies) and

	 	 	 	 	(i) any loan (other than a loan made by a member of the Group to another member of

	 	 	 	 	the Group) so long as the aggregate amount of the Financial Indebtedness under any

	 	 	 	 	such loans does not exceed £2,500,000 (or its equivalent) at any time,

	 	 	 	 	so long as in the case of:-

	 	


	 	 	 	 	(j) sub-clause (d) above the creditor of such Financial Indebtedness shall (if it is

	 	 	 	 	an Obligor) grant security over its rights in respect of such Financial Indebtedness

	 	 	 	 	in favour of the Secured Parties on terms acceptable to the Agent (acting on the

	 	 	 	 	instructions of the Majority Lenders) and

	 	


	 	 	 	 	(k) sub-clause (f) above to the extent required by the Intercreditor Agreement, the

	 	 	 	 	creditor and (if the debtor is a member of the Group) the debtor of such Financial

	 	 	 	 	Indebtedness are or become party to the Intercreditor Agreement as an Intra-Group

	 	 	 	 	Lender and a Debtor (as defined, in each case, in the Intercreditor Agreement)

	 	 	 	 	respectively

	 	


	"Permitted Sale and Leaseback Transaction”	 	means a sale and leaseback of any asset of a member of the Group where the net

	 	 	 	 	consideration received by the relevant member of the Group does not exceed:

	 	 	 	 	(a) £15,000,000 in respect of any single sale and leaseback transaction; and

	 	 	 	 	(b) £40,000,000 in aggregate in any Financial Year of the Company

	"Permitted Security”
	 	 	 	means:-

	 	


	 	 	 	 	(a) any lien arising by operation of law and in the ordinary course of trading and

	 	 	 	 	not as a result of any default or omission by any member of the Group

	 	 	 	 	(b) any netting or set-off arrangement entered into by any member of the Group with

	 	 	 	 	National Westminster Bank plc in the ordinary course of its banking arrangements for

	 	 	 	 	the purpose of netting debit and credit balances of members of the Group (including

	 	 	 	 	an Ancillary Facility which is an overdraft comprising more than one account) but

	 	 	 	 	only so long as (i) such arrangement does not permit credit balances of Obligors to

	 	 	 	 	be netted or set off against debit balances of members of the Group which are not

	 	 	 	 	Obligors and (ii) such arrangement does not give rise to other Security over the

	 	 	 	 	assets of Obligors in support of liabilities of members of the Group which are not

	 	 	 	 	Obligors except, in the case of (i) and (ii) above, to the extent such netting,

	 	 	 	 	set-off or Security relates to, or is granted in support of, a loan permitted

	 	 	 	 	pursuant to sub-clause (e) of the definition of “Permitted Loan”

	 	 	 	 	(c) any payment or close out netting or set-off arrangement pursuant to any Treasury

	 	 	 	 	Transaction or foreign exchange transaction entered into by a member of the Group

	 	 	 	 	which constitutes Permitted Financial Indebtedness, excluding any Security or

	 	 	 	 	Quasi-Security under a credit support arrangement

	 	


	 	 	 	 	(d) any Security or Quasi-Security over or affecting any asset acquired by a member

	 	 	 	 	of the Group after the Closing Date if:-

	 	


	 	 	 	 	(i) the Security or Quasi-Security was not created in contemplation of the

	 	 	 	 	acquisition of that asset by a member of the Group

	 	


	 	 	 	 	(ii) the principal amount secured has not been increased in contemplation of or since

	 	 	 	 	the acquisition of that asset by a member of the Group and

	 	 	 	 	(iii) the Security or Quasi-Security is removed or discharged within 6 months of the

	 	 	 	 	date of acquisition of such asset

	 	


	 	 	 	 	(e) any Security or Quasi-Security over or affecting any asset of any company which

	 	 	 	 	becomes a member of the Group after the Closing Date, where the Security or

	 	 	 	 	Quasi-Security is created prior to the date on which that company becomes a member of

	 	 	 	 	the Group if:-

	 	


	 	 	 	 	(i) the Security or Quasi-Security was not created in contemplation of the

	 	 	 	 	acquisition of that company

	 	


	 	 	 	 	(ii) the principal amount secured has not increased in contemplation of or since the

	 	 	 	 	acquisition of that company and

	 	


	 	 	 	 	(iii) the Security or Quasi-Security is removed or discharged within six months of

	 	 	 	 	that company becoming a member of the Group

	 	


	 	 	 	 	(f) any Security or Quasi-Security arising under any retention of title, hire

	 	 	 	 	purchase or conditional sale arrangement or arrangements having similar effect in

	 	 	 	 	respect of goods supplied to a member of the Group in the ordinary course of trading

	 	 	 	 	and on the supplier’s standard or usual terms and not arising as a result of any

	 	 	 	 	default or omission by any member of the Group

	 	


	 	 	 	 	(g) any Quasi-Security arising as a result of a disposal which is a Permitted Disposal

	 	 	 	 	(h) any Security or Quasi-Security arising as a consequence of any finance or capital

	 	 	 	 	lease permitted pursuant to sub-clause (h) of the definition of “Permitted Financial

	 	 	 	 	Indebtedness”

	 	


	 	 	 	 	(i) any Security arising pursuant to, or in connection with, a Stocking Facility

	 	 	 	 	(j) any Security arising pursuant to the Existing Security Documents

	 	 	 	 	(k) any Security or Quasi-Security arising under any agreement entered into by a

	 	 	 	 	member of the Group in the ordinary course of its trading activities to sell,

	 	 	 	 	transfer or otherwise dispose of any of its assets on terms whereby they are or may

	 	 	 	 	be leased to or re-acquired by any member of the Group

	 	 	 	 	(l) the Security existing at the date of this Agreement in favour of the Bilateral

	 	 	 	 	Overdraft Lender

	 	


	 	 	 	 	(m) any Security notified to the Lenders in writing prior to the date of this

	 	 	 	 	Agreement except to the extent the principal amount secured by that Security exceeds

	 	 	 	 	the amount stated in that notification or

	 	


	 	 	 	 	(n) any Security securing indebtedness the outstanding principal amount of which

	 	 	 	 	(when aggregated with the outstanding principal amount of any other indebtedness

	 	 	 	 	which has the benefit of Security given by any member of the Group other than any

	 	 	 	 	permitted under sub-clauses (a) to (m) above) does not exceed £7,500,000 (or its

	 	 	 	 	equivalent in other currencies)

	 	


	"Permitted Treasury Transaction”	 	means	 	 	 	 
	 	 	 	 	(a) the hedging transactions documented by the Hedging Agreements;

	 	 	 	 	(b) spot and forward delivery foreign exchange contracts entered into in the ordinary

	 	 	 	 	course of business and not for speculative purposes

	 	


	 	 	 	 	(c) any Treasury Transaction entered into for the hedging of actual or projected real

	 	 	 	 	exposures arising in the ordinary course of trading activities of a member of the

	 	 	 	 	Group for a period of not more than four years and not for speculative purposes or

	 	 	 	 	(d) a Treasury Transaction on commercial terms acceptable to the Lenders entered into

	 	 	 	 	by a member of the Group with a person other than a Finance Party which does not

	 	 	 	 	benefit from Security granted by any member of the Group

	"Permitted Transaction”	 	means:-	 	 	 	 
	 	 	 	 	(a) any disposal required, Financial Indebtedness incurred, guarantee, indemnity or

	 	 	 	 	Security or Quasi-Security given, or other transaction arising, under the Finance

	 	 	 	 	Documents

	 	


	 	 	 	 	(b) the solvent liquidation or reorganisation of any member of the Group which is not

	 	 	 	 	an Obligor so long as any payments or assets distributed as a result of such

	 	 	 	 	liquidation or reorganisation are distributed to other members of the Group or

	 	 	 	 	(c) transactions (other than (i) any sale, lease, license, transfer or other disposal

	 	 	 	 	and (ii) the granting or creation of Security or the incurring or permitting to

	 	 	 	 	subsist of Financial Indebtedness) conducted in the ordinary course of trading on

	 	 	 	 	arm’s length terms

	 	


	"Properties”	 	 	 	means any Real Property acquired by an Obligor after the date of this Agreement. A

	 	 	 	 	reference to a “Property” is a reference to any of the Properties

	"Qualifying Lender”	 	 	 	has the meaning given to that term in Clause 15 (Tax gross-up and indemnities)

	"Quarter Date”
	 	 	 	means the last day of a Financial Quarter

	 	


	"Quasi-Security”	 	 	 	has the meaning given to that term in Clause 24.12 (Negative pledge)

	"Quotation Day”	 	 	 	means, in relation to any period for which an interest rate is to be determined:-

	 	 	 	 	(a) (if the currency is sterling) the first day of that period

	 	 	 	 	(b) (if the currency is euro) two TARGET Days before the first day of that period or

	 	 	 	 	(c) (for any other currency) two Business Days before the first day of that period,

	 	 	 	 	unless market practice differs in the Relevant Interbank Market for a currency, in

	 	 	 	 	which case the Quotation Day for that currency will be determined by the Agent in

	 	 	 	 	accordance with market practice in the Relevant Interbank Market (and if quotations

	 	 	 	 	would normally be given by leading banks in the Relevant Interbank Market on more

	 	 	 	 	than one day, the Quotation Day will be the last of those days)

	"Real Property”
	 	 	 	means:-

	 	


	 	 	 	 	(a) any freehold, leasehold or immovable property and

	 	 	 	 	(b) any buildings, fixtures, fittings, fixed plant or machinery from time to time

	 	 	 	 	situated on or forming part of that freehold, leasehold or immovable property

	"Receiver”	 	 	 	means a receiver or receiver and manager or administrative receiver of the whole or

	 	 	 	 	any part of the Charged Property

	 	


	"Related Fund”	 	 	 	in relation to a fund (the “first fund”), means a fund which is managed or advised by

	 	 	 	 	the same investment manager or investment adviser as the first fund or, if it is

	 	 	 	 	managed by a different investment manager or investment adviser, a fund whose

	 	 	 	 	investment manager or investment adviser is an Affiliate of the investment manager or

	 	 	 	 	investment adviser of the first fund

	 	


	"Relevant Interbank Market”	 	means in relation to euro, the European interbank market and, in relation to any

	 	 	 	 	other currency, the London interbank market

	 	


	"Relevant Jurisdiction”	 	means, in relation to an Obligor:-	 	 	 	 
	 	 	 	 	(a) its jurisdiction of incorporation

	 	


	 	 	 	 	(b) any jurisdiction where any asset subject to or intended to be subject to the

	 	 	 	 	Transaction Security to be created by it is situated

	 	


	 	 	 	 	(c) any jurisdiction where it conducts its business and

	 	 	 	 	(d) the jurisdiction whose laws govern the perfection of any of the Transaction

	 	 	 	 	Security Documents entered into by it

	 	


	"Relevant Period”	 	 	 	has the meaning given to that term in Clause 23.1 (Financial definitions)

	"Repayment Date”
	 	 	 	means the last day of an Interest Period for a Loan

	 	


	"Repeating Representations”	 	means each of the representations set out in Clause 21.2 (Status) to Clause 21.7

	 	 	 	 	(Governing law and enforcement), Clause 21.11 (No default), Clause 21.12.2,

	 	 	 	 	Clause 21.13 (Original Financial Statements), Clause 21.19 (Ranking) to Clause 21.21

	 	 	 	 	(Legal and beneficial ownership) and Clause 21.27 (Centre of main interests and

	 	 	 	 	establishments)

	 	


	"Representative”	 	 	 	means any delegate, agent, manager, administrator, nominee, attorney, trustee or

	 	 	 	 	custodian

	 	


	"Resignation Letter”	 	 	 	means a letter substantially in the form set out in Schedule 8 (Form of Resignation

	 	 	 	 	Letter)

	 	


	"Rollover Loan”
	 	 	 	means one or more Loans:-

	 	


	 	 	 	 	(a) made or to be made on the same day that a maturing Loan is due to be repaid or

	 	 	 	 	(b) the aggregate amount of which is equal to or less than the amount of the maturing

	 	 	 	 	Loan

	 	


	 	 	 	 	(c) made or to be made to the same Borrower for the purpose of refinancing that

	 	 	 	 	maturing Loan

	 	


	"Screen Rate”	 	 	 	means the British Bankers’ Association Interest Settlement Rate for Sterling for the

	 	 	 	 	relevant period displayed on the appropriate page of the Reuters screen. If the

	 	 	 	 	agreed page is replaced or service ceases to be available, the Agent may specify

	 	 	 	 	another page or service displaying the appropriate rate after consultation with the

	 	 	 	 	Company and the Lenders

	 	


	"Secured Parties”	 	 	 	means each Finance Party from time to time party to this Agreement and any Receiver

	 	 	 	 	or Delegate

	 	


	"Security”	 	 	 	means a mortgage, charge, pledge, lien or other security interest securing any

	 	 	 	 	obligation of any person or any other agreement or arrangement having a similar

	 	 	 	 	effect

	 	


	"Specified Time”	 	 	 	means a time determined in accordance with Schedule 10 (Timetables)

	"Sponsor Affiliate”	 	 	 	means Penske Automotive Group Inc (“PAG”), each of its Affiliates, any trust of which

	 	 	 	 	PAG or any of its Affiliates is a trustee, any partnership of which PAG or any of its

	 	 	 	 	Affiliates is a partner and any trust, fund or other entity which is managed by, or

	 	 	 	 	is under the control of, PAG or any of its Affiliates provided that any such trust,

	 	 	 	 	fund or other entity which has been established for at least 6 months solely for the

	 	 	 	 	purpose of making, purchasing or investing in loans or debt securities and which is

	 	 	 	 	managed or controlled independently from all other trusts, funds or other entities

	 	 	 	 	managed or controlled by PAG or any of its Affiliates which have been established for

	 	 	 	 	the primary or main purpose of investing in the share capital of companies shall not

	 	 	 	 	constitute a Sponsor Affiliate

	 	


	"Stocking Facility”	 	 	 	means any facility provided to a member of the Group for vehicle stock, used

	 	 	 	 	demonstrators and/or consignment stock

	 	


	"Subsidiary”	 	 	 	means a subsidiary within the meaning of section 1159 of the Companies Act 2006 or a

	 	 	 	 	subsidiary undertaking within the meaning of section 1162 of the Companies Act 2006

	"TARGET2”	 	 	 	means the Trans-European Automated Real-time Gross Settlement Express Transfer

	 	 	 	 	payment system which utilises a single shared platform and which was launched on

	 	 	 	 	19 November 2007

	 	


	"TARGET Day”	 	 	 	means any day on which TARGET2 is open for the settlement of payments in euro

	"Tax”	 	 	 	means any tax, levy, impost, duty or other charge or withholding of a similar nature

	 	 	 	 	(including any penalty or interest payable in connection with any failure to pay or

	 	 	 	 	any delay in paying any of the same)

	 	


	"Termination Date”
	 	 	 	means 30 November 2015

	 	


	"Total Commitments”	 	 	 	means the aggregate of the Commitments, being £100,000,000 at the date of this

	 	 	 	 	Agreement

	 	


	"Trade Instruments”	 	 	 	means any performance bonds, or advance payment bonds or documentary letters of

	 	 	 	 	credit issued in respect of the obligations of any member of the Group arising in the

	 	 	 	 	ordinary course of trading of that member of the Group

	"Transaction Security”	 	means the Security created or expressed to be created in favour of the Security Agent

	 	 	 	 	pursuant to the Transaction Security Documents

	 	


	"Transaction Security Documents”	 	means each of the documents listed as being a Transaction Security Document in

	 	 	 	 	paragraph 2.6 of Part 1 of Schedule 2 (Conditions Precedent), any document required

	 	 	 	 	to be delivered to the Agent under paragraph 13 of Part 2 of Schedule 2 (Conditions

	 	 	 	 	Precedent) together with any other document entered into by any Obligor creating or

	 	 	 	 	expressed to create any Security over all or any part of its assets in respect of the

	 	 	 	 	obligations of any of the Obligors under any of the Finance Documents

	"Transfer Certificate”	 	means a certificate substantially in the form set out in Schedule 5 (Form of Transfer

	 	 	 	 	Certificate) or any other form agreed between the Agent and the Company

	"Transfer Date”	 	 	 	means, in relation to an assignment or transfer, the later of:-

	 	 	 	 	(a) the proposed Transfer Date specified in the relevant Assignment Agreement or

	 	 	 	 	Transfer Certificate and

	 	


	 	 	 	 	(b) the date on which the Agent executes the relevant Assignment Agreement or

	 	 	 	 	Transfer Certificate

	 	


	"Treasury Transactions”	 	means any derivative transaction entered into in connection with protection against

	 	 	 	 	or benefit from fluctuation in any rate or price

	 	


	"UAG Group”	 	 	 	means the Parent and each of its Subsidiaries from time to time

	"Unpaid Sum”	 	 	 	means any sum due and payable but unpaid by an Obligor under the Finance Documents

	"US GAAP Reconciliation Statement”	 	means a reconciliation, prepared by the Company, of (i) the Monthly Financial

	 	 	 	 	Statements for the Company for the period ending on 31 December in each year and (ii)

	 	 	 	 	generally accepted accounting principles in the United States of America which have

	 	 	 	 	been applied in preparing the audited financial statements of the Parent referred to

	 	 	 	 	in Clause 22.11.1 for the same year

	 	


	"Utilisation”
	 	 	 	means a Loan

	 	


	"Utilisation Date”	 	 	 	means the date of a Utilisation, being the date on which the relevant Loan is to be

	 	 	 	 	made

	 	


	"Utilisation Request”	 	 	 	means a notice substantially in the relevant form set out in Schedule 3 (Requests and

	 	 	 	 	Notices)

	 	


	"VAT”	 	 	 	means value added tax as provided for in the Value Added Tax Act 1994 and any other

	 	 	 	 	tax of a similar nature

	 	


	"Vehicle Financier Deeds of Priority”	 	means deeds of priority entered into between, among others, the Security Agent and

	 	 	 	 	each of the following financiers (in their respective capacities as providers of

	 	 	 	 	vehicle finance to certain members of the Group):-

(a) BMW Financial Services (GB) Limited;

	 	




	 	 	 	 	(b) Volkswagen Financial Services (UK) Limited and Volkswagen Bank GmbH (trading as

	 	 	 	 	Volkswagen Bank United Kingdom Branch); and

(c) Mercedes-Benz Bank AG UK Branch,

(each, a “Vehicle Financier Deed of Priority”).

	 	












	 	 	 	 	 	 	 
	1.2	 	Construction
	
 
	 	 	1.2.1	 	 	Unless a contrary indication appears, a reference in this Agreement to:-







	 	(a)	 	the “Agent”, the “Arranger”, any “Finance Party”, any
“Hedge Counterparty”, any “Lender”, any “Obligor”, any “Party”, any
“Secured Party”, the “Security Agent”, the “Bilateral Overdraft Lender” or
any other person shall be construed so as to include its successors in
title, permitted assigns and permitted transferees and, in the case of the
Security Agent, any person for the time being appointed as Security Agent
or Security Agents in accordance with the Finance Documents;






	 	(b)	 	a document in “agreed form” is a document which is
previously agreed in writing by or on behalf of the Company and the Agent
or, if not so agreed, is in the form specified by the Agent;






	 	(c)	 	"assets” includes present and future properties,
revenues and rights of every description;






	 	(d)	 	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, extended or restated;






	 	(e)	 	"guarantee” means (other than in Clause 20 (Guarantee
and Indemnity)) any guarantee, letter of credit, bond, indemnity or
similar assurance against loss, or any obligation, direct or indirect,
actual or contingent, to purchase or assume any indebtedness of any person
or to make an investment in or loan to any person or to purchase assets of
any person where, in each case, such obligation is assumed in order to
maintain or assist the ability of such person to meet its indebtedness;






	 	(f)	 	"indebtedness” includes any obligation (whether
incurred as principal or as surety) for the payment or repayment of money,
whether present or future, actual or contingent;






	 	(g)	 	a “person” includes any individual, firm, company,
corporation, government, state or agency of a state or any association,
trust, joint venture, consortium or partnership (whether or not having
separate legal personality);






	 	(h)	 	a “regulation” includes any regulation, rule,
official directive, request or guideline (whether or not having the force
of law but if not having the force of law, being one which is customarily
complied with in the relevant jurisdiction by persons or entities
equivalent to the relevant person or entity in question) of any
governmental, intergovernmental or supranational body, agency, department
or of any regulatory, self-regulatory or other authority or organisation;






	 	(i)	 	a provision of law is a reference to that provision
as amended or re-enacted; and






	 	(j)	 	a time of day is a reference to London time.






	 	1.2.2	 	Section, Clause and Schedule headings are for ease of reference only.






	 	1.2.3	 	Unless a contrary indication appears, a term used in any other Finance
Document or in any notice given under or in connection with any Finance Document has
the same meaning in that Finance Document or notice as in this Agreement.






	 	1.2.4	 	A Borrower providing “cash cover” for an Ancillary Facility means a
Borrower paying an amount in the currency of the Ancillary Facility) to an
interest-bearing account in the name of the Borrower and the following conditions
being met:-






	 	(a)	 	the account is with the Security Agent or with the
Ancillary Lender for which that cash cover is to be provided;






	 	(b)	 	until no amount is or may be outstanding under that
Ancillary Facility, withdrawals from the account may only be made to pay a
Finance Party amounts due and payable to it under this Agreement in
respect of that Ancillary Facility; and






	 	(c)	 	the Borrower has executed a security document over
that account, in form and substance satisfactory to the Security Agent or
Ancillary Lender with which that account is held, creating a first ranking
security interest over that account.






	 	1.2.5	 	A Default (other than an Event of Default) is “continuing” if it has not
been remedied or waived and an Event of Default is “continuing” if it has not been
waived.






	 	1.2.6	 	A Borrower “repaying” or “prepaying” an Ancillary Outstandings means:-






	 	(a)	 	that Borrower providing cash cover in respect of the
Ancillary Outstandings;






	 	(b)	 	the maximum amount payable under the Ancillary
Facility being reduced or cancelled in accordance with its terms; or






	 	(c)	 	the Ancillary Lender being satisfied that it has no
further liability under that Ancillary Facility,






and the amount by which the Ancillary Outstandings are, repaid or prepaid under
Clauses 1.2.6(a) and 1.2.6(b) above is the amount of the relevant cash cover or
reduction.




	 	1.2.7	 	An amount borrowed includes any amount utilised under an Ancillary
Facility.






	1.3	 	Third party rights






A person who is not a Party has no right under the Contracts (Rights of Third Parties)
Act 1999 to enforce or enjoy the benefit of any term of this Agreement.




	1.4	 	Provision of information by directors






If any provision of a Finance Document requires a director or any member of the Group to
provide any information, to certify any matter or to make any presentation, any such
provision, certification or presentation shall, provided it is made in good faith, be made
without personal liability on the part of such director (other than in the case of fraud
or gross negligence).



1



SECTION 2

THE FACILITY





	2.	 	THE FACILITY






	2.1	 	The Facility






	 	2.1.1	 	Subject to the terms of this Agreement, the Lenders make available a
Sterling revolving credit facility in an aggregate amount equal to the Total
Commitments.






	 	2.1.2	 	The Facility will be available to the Company.






	 	2.1.3	 	Subject to the terms of this Agreement and the Ancillary Documents, an
Ancillary Lender may make available an Ancillary Facility to any of the Borrowers in
place of all or part of its Commitment under the Facility.






	2.2	 	Increase






	 	2.2.1	 	The Parent or the Company may by giving prior notice to the Agent by no
later than the date falling 10 Business Days after the effective date of a
cancellation of:-






	 	(a)	 	the Available Commitments of a Defaulting Lender in
accordance with Clause 8.5 (Right of cancellation in relation to a
Defaulting Lender); or






	 	(b)	 	the Commitments of a Lender in accordance with
Clause 8.1 (Illegality);






request that the Total Commitments be increased (and the Total Commitments
under that Facility shall be so increased) in an aggregate amount in the Base
Currency of up to the amount of the Available Commitments or Commitments so
cancelled as follows:-




	 	(c)	 	the increased Commitments will be assumed by one or
more Lenders or other banks, financial institutions, trusts, funds or
other entities (each an “Increase Lender”) selected by the Parent or the
Company (each of which shall not be a Sponsor Affiliate or a member of the
Group and which is further acceptable to the Agent (acting reasonably))
and each of which confirms its willingness to assume and does assume all
the obligations of a Lender corresponding to that part of the increased
Commitments which it is to assume, as if it had been an Original Lender;






	 	(d)	 	each of the Obligors and any Increase Lender shall
assume obligations towards one another and/or acquire rights against one
another as the Obligors and the Increase Lender would have assumed and/or
acquired had the Increase Lender been an Original Lender;






	 	(e)	 	each Increase Lender shall become a Party as a
“Lender” and any Increase Lender and each of the other Finance Parties
shall assume obligations towards one another and acquire rights against
one another as that Increase Lender and those Finance Parties would have
assumed and/or acquired had the Increase Lender been an Original Lender;






	 	(f)	 	the Commitments of the other Lenders shall continue
in full force and effect; and






	 	(g)	 	any increase in the Total Commitments shall take
effect on the date specified by the Parent or the Company in the notice
referred to above or any later date on which the conditions set out in
Clause 2.2.2 below are satisfied.






	 	2.2.2	 	An increase in the Total Commitments will only be effective on:-






	 	(a)	 	the execution by the Agent of an Increase
Confirmation from the relevant Increase Lender;






	 	(b)	 	in relation to an Increase Lender which is not a
Lender immediately prior to the relevant increase:-






	 	(i)	 	the Increase Lender entering into
the documentation required for it to accede as a party to the
Intercreditor Agreement; and






	 	(ii)	 	the performance by the Agent of all
necessary “know your customer” or other similar checks under all
applicable laws and regulations in relation to the assumption of
the increased Commitments by that Increase Lender, the completion
of which the Agent shall promptly notify to the Parent and the
Increase Lender.






	 	2.2.3	 	Each Increase Lender, by executing the Increase Confirmation, confirms
(for the avoidance of doubt) that the Agent has authority to execute on its behalf
any amendment or waiver that has been approved by or on behalf of the requisite
Lender or Lenders in accordance with this Agreement on or prior to the date on which
the increase becomes effective.






	 	2.2.4	 	Unless the Agent otherwise agrees or the increased Commitment is assumed
by an existing Lender, the Parent shall, on the date upon which the increase takes
effect, promptly on demand pay the Agent and the Security Agent the amount of all
costs and expenses (including legal fees) reasonably incurred by either of them and,
in the case of the Security Agent, by any Receiver or Delegate in connection with
any increase in Commitments under this Clause 2.2.






	 	2.2.5	 	The Parent may pay to the Increase Lender a fee in the amount and at the
times agreed between the Parent and the Increase Lender in a Fee Letter.






	 	2.2.6	 	Clause 26.4 (Limitation of responsibility of Existing Lenders) shall
apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if
references in that Clause to:-






	 	(a)	 	an “Existing Lender” were references to all the
Lenders immediately prior to the relevant increase;






	 	(b)	 	the “New Lender” were references to that “Increase
Lender”; and






	 	(c)	 	a “re-transfer” and “re-assignment” were references
to respectively a “transfer” and “assignment”.






	2.3	 	Finance Parties’ rights and obligations






	 	2.3.1	 	The obligations of each Finance Party under the Finance Documents are
several. Failure by a Finance Party to perform its obligations under the Finance
Documents does not affect the obligations of any other Party under the Finance
Documents. No Finance Party is responsible for the obligations of any other Finance
Party under the Finance Documents.






	 	2.3.2	 	The rights of each Finance Party under or in connection with the Finance
Documents are separate and independent rights and any debt arising under the Finance
Documents to a Finance Party from an Obligor shall be a separate and independent
debt.






	 	2.3.3	 	A Finance Party may, except as otherwise stated in the Finance
Documents, separately enforce its rights under the Finance Documents.






	2.4	 	Obligors’ Agent






	 	2.4.1	 	Each Obligor (other than the Company) by its execution of this Agreement
or an Accession Deed irrevocably appoints the Company to act on its behalf as its
agent in relation to the Finance Documents and irrevocably authorises:-






	 	(a)	 	the Company on its behalf to supply all information
concerning itself contemplated by this Agreement to the Finance Parties
and to give all notices and instructions (including, in the case of a
Borrower, Utilisation Requests), to execute on its behalf any Accession
Deed, to make such agreements and to effect the relevant amendments,
supplements and variations capable of being given, made or effected by any
Obligor notwithstanding that they may affect the Obligor, without further
reference to or the consent of that Obligor; and






	 	(b)	 	each Finance Party to give any notice, demand or
other communication to that Obligor pursuant to the Finance Documents to
the Company,






and in each case the Obligor shall be bound as though the Obligor itself had
given the notices and instructions (including, without limitation, any
Utilisation Requests) or executed or made the agreements or effected the
amendments, supplements or variations, or received the relevant notice, demand
or other communication.




	 	2.4.2	 	Every act, omission, agreement, undertaking, settlement, waiver,
amendment, supplement, variation, notice or other communication given or made by the
Obligors’ Agent or given to the Obligors’ Agent under any Finance Document on behalf
of another Obligor or in connection with any Finance Document (whether or not known
to any other Obligor and whether occurring before or after such other Obligor became
an Obligor under any Finance Document) shall be binding for all purposes on that
Obligor as if that Obligor had expressly made, given or concurred with it. In the
event of any conflict between any notices or other communications of the Obligors’
Agent and any other Obligor, those of the Obligors’ Agent shall prevail.






	3.	 	PURPOSE






	3.1	 	Each Borrower shall apply all amounts borrowed by it under the Facility and any utilisation
of any Ancillary Facility towards the general corporate and working capital purposes of the
Group (but not, in the case of any utilisation of any Ancillary Facility, towards prepayment
of any Utilisation).






	3.2	 	Monitoring






No Finance Party is bound to monitor or verify the application of any amount borrowed
pursuant to this Agreement.




	4.	 	CONDITIONS OF UTILISATION






	4.1	 	Initial conditions precedent






The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) in
relation to any Utilisation if on or before the Utilisation Date for that Utilisation, the
Agent has received (or waived its requirement to receive) all of the documents and other
evidence listed in Part 1 of Schedule 2 (Conditions precedent) in form and substance
satisfactory to the Agent. The Agent shall notify the Company and the Lenders promptly
upon being so satisfied.




	4.2	 	Further conditions precedent






Subject to Clause 4.1 (Initial Conditions Precedent), the Lenders will only be obliged to
comply with Clause 5.4 (Lenders’ participation), if on the date of the Utilisation Request
and on the proposed Utilisation Date:-




	 	4.2.1	 	in the case of a Rollover Loan, no Event of Default is continuing or
would result from the proposed Loan, and in the case of any other Utilisation, no
Default is continuing or would result from the proposed Utilisation; and






	 	4.2.2	 	in relation to any Utilisation on the Closing Date, all the
representations and warranties in Clause 21 (Representations) or, in relation to any
other Utilisation, the Repeating Representations to be made by each Obligor are true
in all material respects.






	4.3	 	Maximum number of Utilisations






A Borrower (or the Company) may not deliver a Utilisation Request if as a result of the
proposed Utilisation more than 10 Utilisations would be outstanding.



2



SECTION 3

UTILISATION





	5.	 	UTILISATION — LOANS






	5.1	 	Delivery of a Utilisation Request






A Borrower (or the Company on its behalf) may utilise the Facility by delivery to the
Agent of a duly completed Utilisation Request not later than the Specified Time.




	5.2	 	Completion of a Utilisation Request for Loans






	 	5.2.1	 	Each Utilisation Request for a Loan is irrevocable and will not be
regarded as having been duly completed unless:-






	 	(a)	 	the proposed Utilisation Date is a Business Day
within the Availability Period;






	 	(b)	 	the currency and amount of the Utilisation comply
with Clause 5.3 (Currency and amount); and






	 	(c)	 	the proposed Interest Period complies with Clause 12
(Interest Periods).





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	5.2.2	 	 	Only one Utilisation may be requested in each Utilisation Request.

	 	5.3	 	 	Currency and amount
	 	 	 	 	 	5.3.1	 	 	The currency specified in a Utilisation Request must be Sterling.








	 	5.3.2	 	The amount of the proposed Utilisation must be an amount which is not
more than the Available Facility and which is a minimum of £250,000 or, if less, the
Available Facility.






	5.4	 	Lenders’ participation






	 	5.4.1	 	If the conditions set out in this Agreement have been met, and subject
to Clause 7.1 (Repayment of Loans), each Lender shall make its participation in each
Loan available by the Utilisation Date through its Facility Office.






	 	5.4.2	 	The amount of each Lender’s participation in each Loan will be equal to
the proportion borne by its Available Commitment to the Available Facility
immediately prior to making the Loan.






	 	5.4.3	 	The Agent shall notify each Lender of the amount of each Loan and the
amount of its participation in that Loan and, if different, the amount of that
participation to be made available in cash, in each case by the Specified Time.






	5.5	 	Limitations on Utilisations






	 	5.5.1	 	The maximum aggregate amount of the Ancillary Commitments of all the
Lenders shall not at any time exceed £15,000,000.






	 	5.5.2	 	The maximum aggregate amount of the Ancillary Commitments of all the
Lenders made available by way of overdraft, same-day access LIBOR loan facility or
other facility made available on a short term basis shall not at any time exceed
£10,000,000.






	5.6	 	Cancellation of Commitment






The Commitments which, at that time, are unutilised shall be immediately cancelled at the
end of the Availability Period.




	6.	 	ANCILLARY FACILITIES





	 	 	 	 	 
	6.1	 	Type of Facility	 	 
	 	 	An Ancillary Facility may be by way of:-
	 	 	6.1.1

6.1.2

6.1.3
	 	an overdraft facility;

a same-day access LIBOR loan facility;

a guarantee, bonding, documentary or stand-by letter of credit facility; or








	 	6.1.4	 	any other facility or accommodation required in connection with the
business of the Group and which is agreed by the Company with an Ancillary Lender.






	6.2	 	Availability






	 	6.2.1	 	If the Company and a Lender agree and except as otherwise provided in
this Agreement, the Lender may provide an Ancillary Facility on a bilateral basis in
place of all or part of that Lender’s unutilised Commitment (which shall (except for
the purposes of determining the Majority Lenders) be reduced by the amount of the
Ancillary Commitment under that Ancillary Facility). For the avoidance of doubt,
BMW Financial Services (GB) Limited shall not be an Ancillary Lender. The Royal
Bank of Scotland plc (as agent for National Westminster Bank plc) shall make
available to the Company within 45 days of the date of this Agreement, an Ancillary
Facility by way of a same-day access LIBOR loan facility on an un-committed,
on-demand basis provided that no Default has occurred or is continuing and that the
other terms of this Agreement relating to the provision of Ancillary Facilities have
been complied with in relation to that Ancillary Facility;






	 	6.2.2	 	An Ancillary Facility shall not be made available unless, not later than
5 Business Days prior to the Ancillary Commencement Date for an Ancillary Facility,
the Agent has received from the Company:-






	 	(a)	 	a notice in writing of the establishment of an
Ancillary Facility and specifying:-






	 	(i)	 	the proposed Borrower(s) (or
Affiliates of a Borrower) which may use the Ancillary Facility;






	 	(ii)	 	the proposed Ancillary Commencement
Date and expiry date of the Ancillary Facility;






	 	(iii)	 	the proposed type of Ancillary
Facility to be provided;






	 	(iv)	 	the proposed Ancillary Lender;






	 	(v)	 	the proposed Ancillary Commitment,
the maximum amount of the Ancillary Facility and, if the
Ancillary Facility is an overdraft facility comprising more than
one account its maximum gross amount (that amount being the
“Designated Gross Amount”) and its maximum net amount (that
amount being the “Designated Net Amount”); and






	 	(b)	 	any other information which the Agent may reasonably
request in connection with the Ancillary Facility.






The Agent shall promptly notify the Ancillary Lender and the other Lenders of
the establishment of an Ancillary Facility.




No amendment or waiver of a term of any Ancillary Facility shall require the
consent of any Finance Party other than the relevant Ancillary Lender unless
such amendment or waiver itself relates to or gives rise to a matter which
would require an amendment of or under this Agreement (including, for the
avoidance of doubt, under this Clause). In such a case, the provisions of this
Agreement with regard to amendments and waivers will apply.




	 	6.2.3	 	Subject to compliance with Clause 6.2.2 above:-






	 	(a)	 	the Lender concerned will become an Ancillary Lender;
and






	 	(b)	 	the Ancillary Facility will be available,





	 	 	 
	6.3

	 	with effect from the date agreed by the Company and the Ancillary Lender.

Terms of Ancillary Facilities







	 	6.3.1	 	Except as provided below, the terms of any Ancillary Facility will be
those agreed by the Ancillary Lender and the Company.






	 	6.3.2	 	However, those terms:-






	 	(a)	 	must be based upon normal commercial terms at that
time (except as varied by this Agreement);






	 	(b)	 	may allow only Borrowers (or Affiliates of Borrowers
nominated pursuant to Clause 6.9 (Affiliates of Borrowers)) to use the
Ancillary Facility;






	 	(c)	 	may not allow the Ancillary Outstandings to exceed
the Ancillary Commitment;






	 	(d)	 	may not allow the Ancillary Commitment of a Lender to
exceed the Available Commitment with respect to the Facility of that
Lender; and






	 	(e)	 	must require that the Ancillary Commitment is reduced
to nil, and that all Ancillary Outstandings are repaid (or cash cover
provided in respect of all the Ancillary Outstandings) not later than the
Termination Date (or such earlier date as the Commitment of the relevant
Ancillary Lender (or its Affiliate) is reduced to zero).






	 	6.3.3	 	If there is any inconsistency between any term of an Ancillary Facility
and any term of this Agreement, this Agreement shall prevail except for
(i) Clause 35.3 (Day count convention) which shall not prevail for the purposes of
calculating fees, interest or commission relating to an Ancillary Facility; (ii) an
Ancillary Facility comprising more than one account where the terms of the Ancillary
Documents shall prevail to the extent required to permit the netting of balances on
those accounts; and (iii) where the relevant term of this Agreement would be
contrary to, or inconsistent with, the law governing the relevant Ancillary
Document, in which case that term of this Agreement shall not prevail.






	 	6.3.4	 	Interest, commission and fees on Ancillary Facilities are dealt with in
Clause 14.5 (Interest, commission and fees on Ancillary Facilities).






	6.4	 	Repayment of Ancillary Facility






	 	6.4.1	 	An Ancillary Facility shall cease to be available on the Termination
Date or such earlier date on which its expiry date occurs or on which it is
cancelled in accordance with the terms of this Agreement.






	 	6.4.2	 	If an Ancillary Facility expires in accordance with its terms the
Ancillary Commitment of the Ancillary Lender shall be reduced to zero (and its
Commitment shall be increased accordingly).






	 	6.4.3	 	No Ancillary Lender may demand repayment or prepayment of any amounts or
demand cash cover for any liabilities made available or incurred by it under its
Ancillary Facility (except where the Ancillary Facility is provided on a net limit
basis to the extent required to bring any gross outstandings down to the net limit)
unless:-






	 	(a)	 	the Total Commitments have been cancelled in full, or
all outstanding Utilisations under the Facility have become due and
payable in accordance with the terms of this Agreement, or the Agent has
declared all outstanding Utilisations under the Facility immediately due
and payable, or the expiry date of the Ancillary Facility occurs; or






	 	(b)	 	it becomes unlawful in any applicable jurisdiction
for the Ancillary Lender to perform any of its obligations as contemplated
by this Agreement or to fund, issue or maintain its participation in its
Ancillary Facility; or






	 	(c)	 	the Ancillary Outstandings (if any) under that
Ancillary Facility can be refinanced by a Utilisation and the Ancillary
Lender gives sufficient notice to enable a Utilisation to be made to
refinance those Ancillary Outstandings.






	 	6.4.4	 	For the purposes of determining whether or not the Ancillary
Outstandings under an Ancillary Facility mentioned in Clause 6.4.3(c) above can be
refinanced by a Utilisation of the Facility:






	 	(a)	 	the Commitment of the Ancillary Lender will be
increased by the amount of its Ancillary Commitment; and






	 	(b)	 	the Utilisation may (so long as Clause 6.4.3(a) above
does not apply) be made irrespective of whether a Default is outstanding
or any other applicable condition precedent is not satisfied (but only to
the extent that the proceeds are applied in refinancing those Ancillary
Outstandings) and irrespective of whether Clause 4.3 (Maximum number of
Utilisations) or Clause 5.2.1(b) applies.






	 	6.4.5	 	On the making of a Utilisation of the Facility to refinance Ancillary
Outstandings:-






	 	(a)	 	each Lender will participate in that Utilisation in
an amount (as determined by the Agent) which will result as nearly as
possible in the aggregate amount of its participation in the Utilisations
then outstanding bearing the same proportion to the aggregate amount of
the Utilisations then outstanding as its Commitment bears to the Total
Commitments; and






	 	(b)	 	the relevant Ancillary Facility shall be cancelled.






	 	6.4.6	 	In relation to an Ancillary Facility which comprises an overdraft
facility where a Designated Net Amount has been established, the Ancillary Lender
providing that Ancillary Facility shall only be obliged to take into account for the
purposes of calculating compliance with the Designated Net Amount those credit
balances which it is permitted to take into account by the then current law and
regulations in relation to its reporting of exposures to the Financial Services
Authority as netted for capital adequacy purposes.






	6.5	 	Ancillary Outstandings






Each Borrower and each Ancillary Lender agrees with and for the benefit of each Lender
that:-




	 	6.5.1	 	the Ancillary Outstandings under any Ancillary Facility provided by that
Ancillary Lender shall not exceed the Ancillary Commitment applicable to that
Ancillary Facility and where the Ancillary Facility is an overdraft facility
comprising more than one account, Ancillary Outstandings under that Ancillary
Facility shall not exceed the Designated Net Amount in respect of that Ancillary
Facility; and






	 	6.5.2	 	where all or part of the Ancillary Facility is an overdraft facility
comprising more than one account, the Ancillary Outstandings (calculated on the
basis that the words in brackets in sub-clause (a) of the definition of that term
were deleted) shall not exceed the Designated Gross Amount applicable to that
Ancillary Facility.






	6.6	 	Adjustment for Ancillary Facilities upon acceleration






In this Clause 6.6:-



	 	 	 
	"Revolving Outstandings”
	 	means, in relation to a Lender, the aggregate

amount of (i) its participation in each

Utilisation then outstanding (together with the

aggregate amount of all accrued interest, fees and

commission owed to it as a Lender under the

Facility), and (ii) if the Lender is also an

Ancillary Lender, the Ancillary Outstandings in

respect of Ancillary Facilities provided by that

Ancillary Lender (together with the aggregate

amount of all accrued interest, fees and

commission owed to it as an Ancillary Lender in

respect of the Ancillary Facility)

	"Total Revolving

Outstandings”
	 	means the aggregate of all Revolving Outstandings











	 	6.6.1	 	If a notice is served under Clause 25.18 (Acceleration) (other than a
notice declaring Utilisations to be due on demand), each Lender and each Ancillary
Lender shall promptly adjust by corresponding transfers (to the extent necessary)
their claims in respect of amounts outstanding to them under the Facility and each
Ancillary Facility to ensure that after such transfers the Revolving Outstandings of
each Lender bear the same proportion to the Total Outstandings as such Lender’s
Commitment bears to the Total Commitments, each as at the date the notice is served
under Clause 25.18 (Acceleration).






	 	6.6.2	 	If an amount outstanding under an Ancillary Facility is a contingent
liability and that contingent liability becomes an actual liability or is reduced to
zero after the original adjustment is made under Clause 6.6.1 above, then each
Lender and Ancillary Lender will make a further adjustment by corresponding
transfers (to the extent necessary) to put themselves in the position they would
have been in had the original adjustment been determined by reference to the actual
liability or, as the case may be, zero liability and not the contingent liability.






	 	6.6.3	 	Prior to the application of the provisions of Clause 6.6.1, an Ancillary
Lender that has provided an overdraft comprising more than one account under an
Ancillary Facility shall set-off any liabilities owing to it under such overdraft
facility against credit balances on any account comprised in such overdraft
facility.






	 	6.6.4	 	All calculations to be made pursuant to this Clause 6.6 shall be made by
the Agent based upon information provided to it by the Lenders and Ancillary
Lenders.






	6.7	 	Information






Each Borrower and each Ancillary Lender shall, promptly upon request by the Agent, supply
the Agent with any information relating to the operation of an Ancillary Facility
(including the Ancillary Outstandings) as the Agent may reasonably request from time to
time. Each Borrower consents to all such information being released to the Agent and the
other Finance Parties.




	6.8	 	Affiliates of Lenders as Ancillary Lenders






	 	6.8.1	 	Subject to the terms of this Agreement, an Affiliate of a Lender may
become an Ancillary Lender. In such case, the Lender and its Affiliate shall be
treated as a single Lender whose Commitment is the amount set out opposite the
relevant Lender’s name in Part 2 or Part 3 of Schedule 1 (The Original Parties)
and/or the amount of any Commitment transferred to or assumed by that Lender under
this Agreement, to the extent (in each case) not cancelled, reduced or transferred
by it under this Agreement. For the purposes of calculating the Lender’s Available
Commitment with respect to the Facility, the Lender’s Commitment shall be reduced to
the extent of the aggregate of the Ancillary Commitments of its Affiliates.






	 	6.8.2	 	The Company shall specify any relevant Affiliate of a Lender in any
notice delivered by the Company to the Agent pursuant to Clause 6.2.2(a).






	 	6.8.3	 	An Affiliate of a Lender which becomes an Ancillary Lender shall accede
to the Intercreditor Agreement as an Ancillary Lender and any person which so
accedes to the Intercreditor Agreement shall, at the same time, become a party to
this Agreement as an Ancillary Lender in accordance with clause 20.5.2 (Deeds of
Accession) of the Intercreditor Agreement.






	 	6.8.4	 	If a Lender assigns all of its rights and benefits or transfers all of
its rights and obligations to a New Lender (as defined in Clause 26 (Changes to the
Lenders), its Affiliate shall cease to have any obligations under this Agreement or
any Ancillary Document.






	 	6.8.5	 	Where this Agreement or any other Finance Document imposes an obligation
on an Ancillary Lender and the relevant Ancillary Lender is an Affiliate of a Lender
which is not a party to that document, the relevant Lender shall ensure that the
obligation is performed by its Affiliate.






	6.9	 	Affiliates of Borrowers






	 	6.9.1	 	Subject to the terms of this Agreement, an Affiliate of a Borrower may
with the approval of the relevant Lender become a borrower with respect to an
Ancillary Facility.






	 	6.9.2	 	The Company shall specify any relevant Affiliate of a Borrower in any
notice delivered by the Company to the Agent pursuant to Clause 6.2.2(a).






	 	6.9.3	 	If a Borrower ceases to be a Borrower under this Agreement in accordance
with Clause 28.3 (Resignation of a Borrower), its Affiliate shall cease to have any
rights under this Agreement or any Ancillary Document.






	 	6.9.4	 	Where this Agreement or any other Finance Document imposes an obligation
on a Borrower under an Ancillary Facility and the relevant Borrower is an Affiliate
of a Borrower which is not a party to that document, the relevant Borrower shall
ensure that the obligation is performed by its Affiliate.






	 	6.9.5	 	Any reference in this Agreement or any other Finance Document to a
Borrower being under no obligations (whether actual or contingent) as a Borrower
under such Finance Document shall be construed to include a reference to any
Affiliate of a Borrower being under no obligations under any Finance Document or
Ancillary Document.






	6.10	 	Commitment amounts






Notwithstanding any other term of this Agreement, each Lender shall ensure that at all
times its Commitment is not less than:-




	 	6.10.1	 	its Ancillary Commitment; or






	 	6.10.2	 	the Ancillary Commitment of its Affiliate.




3









SECTION 4

REPAYMENT, PREPAYMENT AND CANCELLATION





	7.	 	REPAYMENT






	7.1	 	Repayment of Loans






	 	7.1.1	 	Each Borrower which has drawn a Loan shall repay that Loan on the last
day of its Interest Period.






	 	7.1.2	 	Without prejudice to each Borrower’s obligation under Clause 7.1.1
above, if one or more Loans are to be made available to a Borrower:-






	 	(a)	 	on the same day that a maturing Loan is due to be
repaid by that Borrower; and






	 	(b)	 	in whole or in part for the purpose of refinancing
the maturing Loan;






the aggregate amount of the new Loans shall be treated as if applied in or
towards repayment of the maturing Loan so that:-




	 	(i)	 	if the amount of the maturing Loan
exceeds the aggregate amount of the new Loans:-






	 	(1)	 	the relevant
Borrower will only be required to pay an amount in
cash in the relevant currency equal to that excess;
and






	 	(2)	 	each Lender’s
participation (if any) in the new Loans shall be
treated as having been made available and applied by
the Borrower in or towards repayment of that Lender’s
participation (if any) in the maturing Loan and that
Lender will not be required to make its participation
in the new Loans available in cash; and






	 	(ii)	 	if the amount of the maturing Loan
is equal to or less than the aggregate amount of the new Loans:-






	 	(1)	 	the relevant
Borrower will not be required to make any payment in
cash; and






	 	(2)	 	each Lender
will be required to make its participation in the new
Loans available in cash only to the extent that its
participation (if any) in the new Loans exceeds that
Lender’s participation (if any) in the maturing Loan
and the remainder of that Lender’s participation in
the new Loans shall be treated as having been made
available and applied by the Borrower in or towards
repayment of that Lender’s participation in the
maturing Loan.






	8.	 	ILLEGALITY, VOLUNTARY PREPAYMENT AND CANCELLATION






	8.1	 	Illegality






If it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its
obligations as contemplated by this Agreement or to fund, issue or maintain its
participation in any Utilisation:-




	 	8.1.1	 	that Lender, shall promptly notify the Agent upon becoming aware of that
event;






	 	8.1.2	 	upon the Agent notifying the Company, the Commitment of that Lender will
be immediately cancelled; and






	 	8.1.3	 	each Borrower shall repay that Lender’s participation in the
Utilisations made to that Borrower on the last day of the Interest Period for each
Utilisation occurring after the Agent has notified the Company or, if earlier, the
date specified by the Lender in the notice delivered to the Agent (being no earlier
than the last day of any applicable grace period permitted by law).






	8.2	 	Voluntary cancellation






The Company may, if it gives the Agent not less than 10 Business Days’ (or such shorter
period as the Majority Lenders may agree) prior notice, cancel the whole or any part
(being a minimum amount and an integral multiple, of £250,000) of the Available Facility.
Any cancellation under this Clause 8.2 shall reduce the Commitments of the Lenders
rateably under the Facility.




	8.3	 	Voluntary prepayment of Utilisations






A Borrower to which a Utilisation has been made may, if it or the Company gives the Agent
not less than 5 Business Days’ (or such shorter period as the Majority Lenders may agree)
prior notice, prepay the whole or any part of a Utilisation (but if in part, being an
amount that reduces the amount of the Utilisation by a minimum amount, and an integral
multiple, of £250,000).



	 	 	 	 	 	 	 
	8.4	 	Right of cancellation and repayment in relation to a single Lender
	
 
	 	 	8.4.1	 	 	If:-







	 	(a)	 	any sum payable to any Lender by an Obligor is
required to be increased under Clause 15.2.3; or






	 	(b)	 	any Lender claims indemnification from the Company or
an Obligor under Clause 15.3 (Tax indemnity) or Clause 16.1 (Increased
costs),






the Company may, whilst the circumstance giving rise to the requirement for
that increase or indemnification continues, give the Agent notice of
cancellation of the Commitment of that Lender and its intention to procure the
repayment of that Lender’s participation in the Utilisations.




	 	8.4.2	 	On receipt of a notice referred to in Clause 8.4.1 above in relation to
a Lender, the Commitment of that Lender shall immediately be reduced to zero.






	 	8.4.3	 	On the last day of each Interest Period which ends after the Company has
given notice under Clause 8.4.1 above in relation to a Lender (or, if earlier, the
date specified by the Company in that notice), each Borrower to which a Utilisation
is outstanding shall repay that Lender’s participation in that Utilisation together
with all interest and other amounts accrued under the Finance Documents.






	8.5	 	Right of cancellation in relation to a Defaulting Lender






	 	8.5.1	 	If any Lender becomes a Defaulting Lender, the Parent or the Company
may, at any time whilst the Lender continues to be a Defaulting Lender, give the
Agent 10 Business Days’ notice of cancellation of each Available Commitment of that
Lender.






	 	8.5.2	 	On the notice referred to in Clause 8.5.1 above becoming effective, each
Available Commitment of the Defaulting Lender shall immediately be reduced to zero.






	 	8.5.3	 	The Agent shall as soon as practicable after receipt of a notice
referred to in Clause 8.5.1 above, notify all the Lenders.






	9.	 	MANDATORY PREPAYMENT





	 	 	 	 	 	 	 
	9.1	 	Exit	 	 
	 	 	 	9.1.1	 	 	For the purpose of this Clause 9.1:-







	 	 	 
	"Flotation”
	 	means:-

(a) a successful application being made for the admission of any

part of the share capital of any member of the Group (or Holding

Company of any member of the Group) to the Official List

maintained by the FSA and the admission of any part of the share

capital of any member of the Group (or Holding Company of any

member of the Group) to trading on the London Stock Exchange plc

or

(b) the grant of permission to deal in any part of the issued

share capital of any member of the Group (or Holding Company of

any member of the Group) on the Alternative Investment Market or

the PLUS market (formerly Ofex) or on any recognised investment

exchange (as that term is used in the Financial Services and

Markets Act 2000) or in or on any exchange or market replacing

the same or any other exchange or market in any country

	"FSA”
	 	means the Financial Services Authority acting in its capacity as

the competent authority for the purposes of Part VI of the

Financial Services and Markets Act 2000








	 	9.1.2	 	Upon the occurrence of:-






	 	(a)	 	any Flotation; or






	 	(b)	 	a Change of Control; or






	 	(c)	 	the sale of all or substantially all of the assets of
the Group whether in a single transaction or a series of related
transactions,






the Facility will be cancelled and all outstanding Utilisations and Ancillary
Outstandings, together with accrued interest, and all other amounts accrued
under the Finance Documents, shall become immediately due and payable.




	10.	 	RESTRICTIONS






	10.1	 	Notices of Cancellation or Prepayment






Any notice of cancellation, prepayment, authorisation or other election given by any Party
under Clause 8 (Illegality, voluntary prepayment and cancellation) shall (subject to the
terms of those Clauses) be irrevocable and, unless a contrary indication appears in this
Agreement, shall specify the date or dates upon which the relevant cancellation or
prepayment is to be made and the amount of that cancellation or prepayment.




	10.2	 	Interest and other amounts






Any prepayment under this Agreement shall be made together with accrued interest on the
amount prepaid and, subject to any Break Costs, without premium or penalty.




	10.3	 	Reborrowing of Facility






Unless a contrary indication appears in this Agreement, any part of the Facility which is
prepaid or repaid may be reborrowed in accordance with the terms of this Agreement.




	10.4	 	Prepayment in accordance with Agreement






No Borrower shall repay or prepay all or any part of the Utilisations or cancel all or any
part of the Commitments except at the times and in the manner expressly provided for in
this Agreement.




	10.5	 	No reinstatement of Commitments






Subject to Clause 2.2 (Increase), no amount of the Total Commitments cancelled under this
Agreement may be subsequently reinstated.




	10.6	 	Agent’s receipt of Notices






If the Agent receives a notice under Clause 8 (Illegality, voluntary prepayment and
cancellation) it shall promptly forward a copy of that notice or election to either the
Company or the affected Lender, as appropriate.




	10.7	 	Effect of Repayment and Prepayment on Commitments






If all or part of a Utilisation under the Facility is repaid or prepaid and is not
available for redrawing (other than by operation of Clause 4.2 (Further conditions
precedent)), an amount of the Commitments (equal to the amount of the Utilisation which is
repaid or prepaid) in respect of the Facility will be deemed to be cancelled on the date
of repayment or prepayment. Any cancellation under this Clause 10.7 shall reduce the
Commitments of the Lenders rateably under the Facility.



4



SECTION 5

COSTS OF UTILISATION





	11.	 	INTEREST






	11.1	 	Calculation of interest






The rate of interest on each Loan for each Interest Period is the percentage rate per
annum which is the aggregate of the applicable:-



	 	 	 	 	 
	 	11.2	 	 	11.1.1Margin;

11.1.2LIBOR; and

11.1.3Mandatory Cost, if any.

Payment of interest








	 	11.2.1	 	The Borrower to which a Loan has been made shall pay accrued interest on that Loan
on the last day of each Interest Period (and, if the Interest Period is longer than
six Months, on the dates falling at six Monthly intervals after the first day of the
Interest Period).






	 	11.2.2	 	If the annual audited financial statements of the Group and related Compliance
Certificate received by the Agent show that a higher Margin should have applied
during a certain period, then the Company shall (or shall ensure the relevant
Borrower shall) promptly pay to the Agent any amounts necessary to put the Agent and
the Lenders in the position they would have been in had the appropriate rate of the
Margin applied during such period.






	11.3	 	Default interest






	 	11.3.1	 	If an Obligor fails to pay any amount payable by it under a Finance Document on
its due date, interest shall accrue on the overdue amount from the due date up to
the date of actual payment (both before and after judgment) at a rate which, subject
to Clause 11.3.2 below, is 2.0 per cent higher than the rate which would have been
payable if the overdue amount had, during the period of non-payment, constituted a
Loan in the currency of the overdue amount for successive Interest Periods, each of
a duration selected by the Agent (acting reasonably). Any interest accruing under
this Clause 11.3 shall be immediately payable by the Obligor on demand by the Agent.






	 	11.3.2	 	If any overdue amount consists of all or part of a Loan which became due on a day
which was not the last day of an Interest Period relating to that Loan:-






	 	(a)	 	the first Interest Period for that overdue amount
shall have a duration equal to the unexpired portion of the current
Interest Period relating to that Loan; and






	 	(b)	 	the rate of interest applying to the overdue amount
during that first Interest Period shall be 2.0 per cent higher than the
rate which would have applied if the overdue amount had not become due.






	 	11.3.3	 	Default interest (if unpaid) arising on an overdue amount will be compounded with
the overdue amount at the end of each Interest Period applicable to that overdue
amount but will remain immediately due and payable.






	11.4	 	Notification of rates of interest






The Agent shall promptly notify the Lenders and the relevant Borrower (or the Company) of
the determination of a rate of interest under this Agreement.




	12.	 	INTEREST PERIODS






	12.1	 	Selection of Interest Periods and Terms






	 	12.1.1	 	A Borrower (or the Company on behalf of a Borrower) may select an Interest Period
for a Loan in the Utilisation Request for that Loan.






	 	12.1.2	 	Subject to this Clause 12, a Borrower (or the Company) may select an Interest
Period of one week or one, three or six months or any other period agreed between
the Company and the Agent (acting on the instructions of all the Lenders in relation
to the relevant Loan).





	 	 	 	 	 
	 	12.2	 	 	12.1.3An Interest Period for a Loan shall not extend beyond the Termination Date.

12.1.4A Loan has one Interest Period only.

Non-Business Days








If an Interest Period would otherwise end on a day which is not a Business Day, that
Interest Period will instead end on the next Business Day in that calendar month (if there
is one) or the preceding Business Day (if there is not).




	13.	 	CHANGES TO THE CALCULATION OF INTEREST






	13.1	 	Absence of quotations






Subject to Clause 13.2 (Market disruption) if LIBOR is to be determined by reference to
the Base Reference Banks but a Base Reference Bank does not supply a quotation by the
Specified Time on the Quotation Day, the applicable LIBOR shall be determined on the basis
of the quotations of the remaining Base Reference Banks.




	13.2	 	Market disruption






	 	13.2.1	 	If a Market Disruption Event occurs in relation to a Loan for any Interest Period,
then the rate of interest on each Lender’s share of that Loan for the Interest
Period shall be the percentage rate per annum which is the sum of:-






	 	(a)	 	the Margin;






	 	(b)	 	the rate notified to the Agent by that Lender as soon
as practicable and in any event by close of business on the date falling
two Business Days after the Quotation Day (or, if earlier, on the date
falling two Business Days prior to the date on which interest is due to be
paid in respect of that Interest Period), to be that which expresses as a
percentage rate per annum the cost to that Lender of funding its
participation in that Loan from whatever source it may reasonably select;
and






	 	(c)	 	the Mandatory Cost, if any, applicable to that
Lender’s participation in the Loan.






	 	13.2.2	 	If:-






	 	(a)	 	the percentage rate per annum notified by a Lender
pursuant to Clause 13.2.1(b) above is less than LIBOR; or






	 	(b)	 	a Lender has not notified the Agent of a percentage
rate per annum pursuant to Clause 13.2.1(b) above,






the cost to that Lender of funding its participation in that Loan for that
Interest Period shall be deemed, for the purposes of Clause 13.2.1 above, to be
LIBOR.




	 	13.2.3	 	In this Agreement:-





	 	 	 
	"Market Disruption Event”
	 	means:

	 	 	(a) at or about noon on the Quotation Day for the

relevant Interest Period the Screen Rate is not

available and none or only one of the Base

Reference Banks supplies a rate to the Agent to

determine LIBOR for the relevant currency and

Interest Period or

(b) before close of business in London on the

Quotation Day for the relevant Interest Period, the

Agent receives notifications from a Lender or

Lenders (whose participations in a Loan exceed

35 per cent of that Loan) that the cost to it of

funding its participation in that Loan from

whatever source it may reasonably select would be

in excess of LIBOR








	13.3	 	Alternative basis of interest or funding






	 	13.3.1	 	If a Market Disruption Event occurs and the Agent or the Company so requires, the
Agent and the Company shall enter into negotiations (for a period of not more than
thirty days) with a view to agreeing a substitute basis for determining the rate of
interest.






	 	13.3.2	 	Any alternative basis agreed pursuant to Clause 13.3.1 above shall, with the prior
consent of all the Lenders and the Company, be binding on all Parties.






	13.4	 	Break Costs






	 	13.4.1	 	Each Borrower shall, within three Business Days of demand by a Finance Party, pay
to that Finance Party its Break Costs attributable to all or any part of a Loan or
Unpaid Sum being paid by that Borrower on a day other than the last day of an
Interest Period for that Loan or Unpaid Sum.






	 	13.4.2	 	Each Lender shall, as soon as reasonably practicable after a demand by the Agent,
provide a certificate confirming the amount of its Break Costs for any Interest
Period in which they accrue.






	14.	 	FEES






	14.1	 	Commitment fee






	 	14.1.1	 	The Company shall pay to the Agent (for the account of each Lender) a fee in
Sterling computed at the rate of 35 per cent of the applicable Margin per annum on
that Lender’s Available Commitment for the Availability Period.






	 	14.1.2	 	The accrued commitment fee is payable on the last day of each successive period of
three Months which ends during the Availability Period, on the last day of the
Availability Period and on the cancelled amount of the relevant Lender’s Commitment
at the time the cancellation is effective.






	14.2	 	Arrangement fee






The Company shall pay to the Arrangers (for their own account) an arrangement fee in the
amount and at the times agreed in a Fee Letter.




	14.3	 	Agency fee






The Company shall pay to the Agent (for its own account) an agency fee in the amount and
at the times agreed in a Fee Letter.




	14.4	 	Security Agent fee






The Company shall pay to the Security Agent (for its own account) the Security Agent fee
in the amount and at the times agreed in a Fee Letter.




	14.5	 	Interest, commission and fees on Ancillary Facilities






The rate and time of payment of interest, commission, fees and any other remuneration in
respect of each Ancillary Facility shall be determined by agreement between the relevant
Ancillary Lender and the Borrower of that Ancillary Facility based upon normal market
rates and terms (provided that the rate and time of payment of interest, commission, fees
and any other remuneration in respect of the same-day access LIBOR facility referred to in
clause 6.2.1 shall be on terms no more onerous than the Facility as at the date of this
Agreement).



5



SECTION 6

ADDITIONAL PAYMENT OBLIGATIONS





	15.	 	TAX GROSS UP AND INDEMNITIES






	15.1	 	Definitions






In this Agreement:-



	 	 	 
	"Protected Party”
	 	means a Finance Party which is or will be subject to any liability or

required to make any payment for or on account of Tax in relation to a

sum received or receivable (or any sum deemed for the purposes of Tax to

be received or receivable) under a Finance Document

	"Qualifying Lender”
	 	means:-

(a) a Lender (other than a Lender within sub-clause (b) below) which is

beneficially entitled to interest payable to that Lender in respect of

an advance under a Finance Document and is:-

(i) a Lender:-

(A) which is a bank (as defined for the purpose of section 879 of the

ITA) making an advance under a Finance Document or

(B) in respect of an advance made under a Finance Document by a person

that was a bank (as defined for the purpose of section 879 of the ITA)

at the time that that advance was made,

and which is within the charge to United Kingdom corporation tax as

respects any payments of interest made in respect of that advance

(ii) a Lender which is:-

(A) a company resident in the United Kingdom for United Kingdom tax

purposes

(B) a partnership each member of which is:-

(1) a company so resident in the United Kingdom or

(2) a company not so resident in the United Kingdom which carries on a

trade in the United Kingdom through a permanent establishment and which

brings into account in computing its chargeable profits (within the

meaning of section 19 of the CTA) the whole of any share of interest

payable in respect of that advance that falls to it by reason of Part 17

of the CTA

(C) a company not so resident in the United Kingdom which carries on a

trade in the United Kingdom through a permanent establishment and which

brings into account interest payable in respect of that advance in

computing the chargeable profits (within the meaning of section 19 of

the CTA) of that company or

(iii) a Treaty Lender or

(b) a building society (as defined for the purposes of section 880 of

the ITA) making an advance under a Finance Document

	"Tax Confirmation”
	 	means a confirmation by a Lender that the person beneficially entitled

to interest payable to that Lender in respect of an advance under a

Finance Document is either:-

(a) a company resident in the United Kingdom for United Kingdom tax

purposes

(b) a partnership each member of which is:-

(i) a company so resident in the United Kingdom or

(ii) a company not so resident in the United Kingdom which carries on a

trade in the United Kingdom through a permanent establishment and which

brings into account in computing its chargeable profits (within the

meaning of section 19 of the CTA) the whole of any share of interest

payable in respect of that advance that falls to it by reason of Part 17

of the CTA or

(c) a company not so resident in the United Kingdom which carries on a

trade in the United Kingdom through a permanent establishment and which

brings into account interest payable in respect of that advance in

computing the chargeable profits (within the meaning of section 19 of

the CTA) of that company

	"Tax Credit”
	 	means a credit against, relief or remission for, or repayment of, any Tax

	"Tax Deduction”
	 	means a deduction or withholding for or on account of Tax from a payment

under a Finance Document

	"Tax Payment”
	 	means either the increase in a payment made by an Obligor to a Finance

Party under Clause 15.2 (Tax gross-up) or a payment under Clause 15.3

(Tax indemnity)

	"Treaty Lender”
	 	means a Lender which:-

(a) is treated as a resident of a Treaty State for the purposes of the

Treaty and

(b) does not carry on a business in the United Kingdom through a

permanent establishment with which that Lender’s participation in the

Loan is effectively connected

	"Treaty State”
	 	means a jurisdiction having a double taxation agreement (a “Treaty”)

with the United Kingdom which makes provision for full exemption from

tax imposed by the United Kingdom on interest

	"UK Non-Bank Lender”
	 	means:-

(a) where a Lender becomes a Party on the day on which this Agreement is

entered into, a Lender listed in Part 3 of Schedule 1 (The Original

Parties); and

(b) where a Lender becomes a Party after the day on which this Agreement

is entered into, a Lender which gives a Tax Confirmation in the

Assignment Agreement or Transfer Certificate which it executes on

becoming a Party








Unless a contrary indication appears, in this Clause 15 a reference to “determines” or
“determined” means a determination made in the absolute discretion of the person making
the determination.




	15.2	 	Tax gross-up






	 	15.2.1	 	Each Obligor shall make all payments to be made by it without any Tax Deduction,
unless a Tax Deduction is required by law.






	 	15.2.2	 	The Company shall promptly upon becoming aware that an Obligor must make a Tax
Deduction (or that there is any change in the rate or the basis of a Tax Deduction)
notify the Agent accordingly. Similarly, a Lender shall notify the Agent on
becoming so aware in respect of a payment payable to that Lender. If the Agent
receives such notification from a Lender it shall notify the Company and that
Obligor.






	 	15.2.3	 	If a Tax Deduction is required by law to be made by an Obligor, the amount of the
payment due from that Obligor shall be increased to an amount which (after making
any Tax Deduction) leaves an amount equal to the payment which would have been due
if no Tax Deduction had been required.






	 	15.2.4	 	A payment shall not be increased under Clause 15.2.3 above by reason of a Tax
Deduction on account of Tax imposed by the United Kingdom, if on the date on which
the payment falls due:-






	 	(a)	 	the payment could have been made to the relevant
Lender without a Tax Deduction if the Lender had been a Qualifying Lender,
but on that date that Lender is not or has ceased to be a Qualifying
Lender other than as a result of any change after the date it became a
Lender under this Agreement in (or in the interpretation, administration,
or application of) any law or Treaty or any published practice or
published concession of any relevant taxing authority; or






	 	(b)	 	the relevant Lender is a Qualifying Lender solely by
virtue of sub-clause (a)(ii) of the definition of Qualifying Lender and:-






	 	(i)	 	an officer of HM Revenue & Customs
has given (and not revoked) a direction (a “Direction”) under
section 931 of the ITA which relates to the payment and that
Lender has received from the Obligor making the payment or from
the Company a certified copy of that Direction; and






	 	(ii)	 	the payment could have been made to
the Lender without any Tax Deduction if that Direction had not
been made; or






	 	(c)	 	the relevant Lender is a Qualifying Lender solely by
virtue of sub-clause (a)(ii) of the definition of Qualifying Lender and:-






	 	(i)	 	the relevant Lender has not given a
Tax Confirmation to the Company; and






	 	(ii)	 	the payment could have been made to
the Lender without any Tax Deduction if the Lender had given a
Tax Confirmation to the Company, on the basis that the Tax
Confirmation would have enabled the Company to have formed a
reasonable belief that the payment was an “excepted payment” for
the purpose of section 930 of the ITA; or






	 	(d)	 	the relevant Lender is a Treaty Lender and the
Obligor making the payment is able to demonstrate that the payment could
have been made to the Lender without the Tax Deduction had that Lender
complied with its obligations under Clause 15.2.7 below.






	 	15.2.5	 	If an Obligor is required to make a Tax Deduction, that Obligor shall make that
Tax Deduction and any payment required in connection with that Tax Deduction within
the time allowed and in the minimum amount required by law.






	 	15.2.6	 	Within thirty days of making either a Tax Deduction or any payment required in
connection with that Tax Deduction, the Obligor making that Tax Deduction shall
deliver to the Agent for the Finance Party entitled to the payment a statement under
section 975 of the ITA or other evidence reasonably satisfactory to that Finance
Party that the Tax Deduction has been made or (as applicable) any appropriate
payment paid to the relevant taxing authority.






	 	 	 	15.2.7






	 	(a)	 	Subject to paragraph (b) below, a Treaty Lender and
each Obligor which makes a payment to which that Treaty Lender is entitled
shall co-operate in completing any procedural formalities necessary for
that Obligor to obtain authorisation to make that payment without a Tax
Deduction.






	 	(b)	 	Nothing in paragraph (a) above shall require a Treaty
Lender to:-






	 	(i)	 	register under the HMRC DT Treaty
Passport scheme;






	 	(ii)	 	apply to the HMRC DT Treaty
Passport scheme to any Utilisation if it has so registered; or






	 	(iii)	 	file Treaty Forms if it has
included an indication to the effect that it wishes the HMRC DT
Treaty Passport scheme to apply to this Agreement in accordance
with Clause 15.2.10 or Clause 15.6 (HMRC DT Treaty Passport
scheme confirmation) and the Obligor making that payment has not
complied with its obligations under Clause 15.2.11 or Clause
15.6.2 (HMRC DT Treaty Passport scheme confirmation).






	 	15.2.8	 	A UK Non-Bank Lender which becomes a Party on the day on which this Agreement is
entered into gives a Tax Confirmation to the Company by entering into this
Agreement.






	 	15.2.9	 	A UK Non-Bank Lender shall promptly notify the Company and the Agent if there is
any change in the position from that set out in the Tax Confirmation.






	 	15.2.10	 	A Treaty Lender which becomes a Party on the day on which this Agreement is
entered into that holds a passport under the HMRC DT Treaty Passport scheme, and
which wishes that scheme to apply to this Agreement, shall include an indication to
that effect (for the benefit of the Agent and without liability to any Obligor) by
including its scheme reference number and its jurisdiction of residence opposite its
name in Part 2 of Schedule 1 (The Original Parties).






	 	15.2.11	 	Where a Lender includes the indication described in Clause 15.2.10 in Part 2 of
Schedule 1 (The Original Parties):-






	 	(a)	 	the Original Borrower shall to the extent that the
Lender is a Lender under the Facility made available to that Original
Borrower pursuant to Clause 2.1 (The Facility), file a duly completed form
DTTP2 in respect of such Lender with HM Revenue & Customs within 30 days
of the date of this Agreement and shall promptly provide the Lender with a
copy of that filing; and






	 	(b)	 	each Additional Borrower shall to the extent that the
Lender is a Lender under the Facility made available to that Additional
Borrower pursuant to Clause 2.1 (The Facility), file a duly completed form
DTTP2 in respect of such Lender with HM Revenue & Customs within 30 days
of becoming an Additional Borrower and shall promptly provide the Lender
with a copy of that filing.






	 	15.2.12	 	If a Lender has not included an indication to the effect that it wishes the HMRC
DT Treaty Passport scheme to apply to this Agreement in accordance with Clause
15.2.10 or Clause 15.6.1 (HMRC DT Treaty Passport scheme confirmation), no Obligor
shall file any form relating to the HMRC DT Treaty Passport scheme in respect of
that Lender’s Commitment(s) or its participation in any Utilisation.






	15.3	 	Tax indemnity






	 	15.3.1	 	The Company shall (within three Business Days of demand by the Agent) pay to a
Protected Party an amount equal to the loss, liability or cost which that Protected
Party determines will be or has been (directly or indirectly) suffered for or on
account of Tax by that Protected Party in respect of a Finance Document.






	 	15.3.2	 	Clause 15.3.1 above shall not apply:-






	 	(a)	 	with respect to any Tax assessed on a Finance Party:-






	 	(i)	 	under the law of the jurisdiction
in which that Finance Party is incorporated or, if different, the
jurisdiction (or jurisdictions) in which that Finance Party is
treated as resident for tax purposes; or






	 	(ii)	 	under the law of the jurisdiction
in which that Finance Party’s Facility Office is located in
respect of amounts received or receivable in that jurisdiction,






if that Tax is imposed on or calculated by reference to the net income
received or receivable (but not any sum deemed to be received or
receivable) by that Finance Party; or




	 	(b)	 	to the extent a loss, liability or cost:-






	 	(i)	 	is compensated for by an increased
payment under Clause 15.2 (Tax gross-up); or






	 	(ii)	 	would have been compensated for by
an increased payment under Clause 15.2 (Tax gross-up) but was not
so compensated solely because one of the exclusions in
Clause 15.2.4 applied.






	 	15.3.3	 	A Protected Party making, or intending to make a claim under Clause 15.3.1 above
shall promptly notify the Agent of the event which will give, or has given, rise to
the claim, following which the Agent shall notify the Company.






	 	15.3.4	 	A Protected Party shall, on receiving a payment from an Obligor under this
Clause 15.3, notify the Agent.






	15.4	 	Tax Credit






If an Obligor makes a Tax Payment and the relevant Finance Party determines that:-




	 	15.4.1	 	a Tax Credit is attributable either to an increased payment of which that Tax
Payment forms part or to that Tax Payment; and






	 	15.4.2	 	that Finance Party has obtained, utilised and retained that Tax Credit,






the Finance Party shall pay an amount to the Obligor which that Finance Party determines
will leave it (after that payment) in the same after-Tax position as it would have been in
had the Tax Payment not been required to be made by the Obligor.




	15.5	 	Lender Status Confirmation






Each Lender which becomes a Party to this Agreement after the date of this Agreement shall
indicate, in the Transfer Certificate, Assignment Agreement or Increase Confirmation which
it executes on becoming a Party, and for the benefit of the Agent and without liability to
any Obligor, which of the following categories it falls in:-



	 	 	 
	15.5.1

15.5.2

15.5.3
	 	not a Qualifying Lender;

a Qualifying Lender (other than a Treaty Lender); or

a Treaty Lender.








If a New Lender fails to indicate its status in accordance with this Clause 15.5 then such
New Lender shall be treated for the purposes of this Agreement (including by each Obligor)
as if it is not a Qualifying Lender until such time as it notifies the Agent which
category applies (and the Agent, upon receipt of such notification, shall inform the
Company). For the avoidance of doubt, a Transfer Certificate, Assignment Agreement or
Increase Confirmation shall not be invalidated by any failure of a Lender to comply with
this Clause 15.5.




	15.6	 	HMRC DT Treaty Passport scheme confirmation






	 	15.6.1	 	A New Lender that is a Treaty Lender that holds a passport under the HMRC DT
Treaty Passport scheme, and which then wishes that scheme to apply to this
Agreement, shall include an indication to that effect (for the benefit of the Agent
and without liability to any Obligor) in the Transfer Certificate or Assignment
Agreement which it executes by including its scheme reference number and its
jurisdiction of tax residence in that Transfer Certificate or Assignment Agreement.






	 	15.6.2	 	Where a New Lender includes the indication described in Clause 15.6.1 in the
relevant Transfer Certificate or Assignment Agreement:-






	 	(a)	 	each Borrower which is a Party as a Borrower as at
the relevant Transfer Date shall, and to the extent that that New Lender
becomes a Lender under the Facility which is made available to that
Borrower pursuant to Clause 2.1 (The Facility), file a duly completed form
DTTP2 in respect of such Lender with HM Revenue & Customs within 30 days
of that Transfer Date and shall promptly provide the Lender with a copy of
that filing; and






	 	(b)	 	each Additional Borrower which becomes an Additional
Borrower after the relevant Transfer Date shall, to the extent that that
New Lender is a Lender under the Facility which is made available to that
Additional Borrower pursuant to Clause 2.1 (The Facility), file a duly
completed form DTTP2 in respect of such Lender with HM Revenue & Customs
within 30 days of becoming an Additional Borrower and shall promptly
provide the Lender with a copy of that filing.






	15.7	 	Stamp taxes






The Company shall pay and, within three Business Days of demand, indemnify each Secured
Party and Arranger against any cost, loss or liability that Secured Party or Arranger
incurs in relation to all stamp duty, registration and other similar Taxes payable in
respect of any Finance Document.




	15.8	 	VAT






	 	15.8.1	 	All amounts set out or expressed in a Finance Document to be payable by any Party
to a Finance Party which (in whole or in part) constitute the consideration for a
supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which
is chargeable on such supply or supplies, and accordingly, subject to Clause 15.8.2
below, if VAT is or becomes chargeable on any supply made by any Finance Party to
any Party under a Finance Document, that Party shall pay to the Finance Party (in
addition to and at the same time as paying any other consideration for such supply)
an amount equal to the amount of such VAT (and such Finance Party shall promptly
provide an appropriate invoice to such Party).






	 	15.8.2	 	If VAT is or becomes chargeable on any supply made by any Finance Party (the
“Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document,
and any Party other than the Recipient (the “Subject Party”) is required by the
terms of any Finance Document to pay an amount equal to the consideration for such
supply to the Supplier (rather than being required to reimburse the Recipient in
respect of that consideration), such Party shall also pay to the Supplier (in
addition to and at the same time as paying such amount) an amount equal to the
amount of such VAT. The Recipient will promptly pay to the Subject Party an amount
equal to any credit or repayment obtained by the Recipient from the relevant tax
authority which the Recipient reasonably determines is in respect of such VAT.






	 	15.8.3	 	Where a Finance Document requires any Party to reimburse or indemnify a Finance
Party for any cost or expense, that Party shall reimburse or indemnify (as the case
may be) such Finance Party for the full amount of such cost or expense, including
such part thereof as represents VAT, save to the extent that such Finance Party
reasonably determines that it is entitled to credit or repayment in respect of such
VAT from the relevant tax authority.






	 	15.8.4	 	Any reference in this Clause 15.8 to any Party shall, at any time when such Party
is treated as a member of a group for VAT purposes, include (where appropriate and
unless the context otherwise requires) a reference to the representative member of
such group at such time (the term “representative member” to have the same meaning
as in the Value Added Tax Act 1994).






	16.	 	INCREASED COSTS






	16.1	 	Increased costs






	 	16.1.1	 	Subject to Clause 16.3 (Exceptions) the Company shall, within three Business Days
of a demand by the Agent, pay for the account of a Finance Party the amount of any
Increased Costs incurred by that Finance Party or any of its Affiliates as a result
of (i) the introduction of or any change in (or in the interpretation,
administration or application of) any law or regulation or (ii) compliance with any
law or regulation made after the date of this Agreement.






	 	16.1.2	 	In this Agreement “Increased Costs” means:-






	 	(a)	 	a reduction in the rate of return from the Facility
or on a Finance Party’s (or its Affiliate’s) overall capital;






	 	(b)	 	an additional or increased cost; or






	 	(c)	 	a reduction of any amount due and payable under any
Finance Document,






which is incurred or suffered by a Finance Party or any of its Affiliates to
the extent that it is attributable to that Finance Party having entered into
its Commitment or an Ancillary Commitment or funding or performing its
obligations under any Finance Document.




	16.2	 	Increased cost claims






	 	16.2.1	 	A Finance Party intending to make a claim pursuant to Clause 16.1 (Increased
Costs) shall notify the Agent of the event giving rise to the claim, following which
the Agent shall promptly notify the Company.






	 	16.2.2	 	Each Finance Party shall, as soon as practicable after a demand by the Agent,
provide a certificate confirming the amount of its Increased Costs.





	 	 	 	 	 	 	 
	16.3	 	Exceptions
	
 
	 	 	16.3.1	 	 	Clause 16.1 (Increased Costs) does not apply to the extent any Increased Cost is:-







	 	(a)	 	attributable to a Tax Deduction required by law to be
made by an Obligor;






	 	(b)	 	compensated for by Clause 15.3 (Tax indemnity) (or
would have been compensated for under Clause 15.3 (Tax indemnity) but was
not so compensated solely because any of the exclusions in Clause 15.3.2
applied);






	 	(c)	 	compensated for by the payment of the Mandatory Cost;
or






	 	(d)	 	attributable to the wilful breach by the relevant
Finance Party or its Affiliates of any law or regulation.






	 	16.3.2	 	In this Clause 16.3 reference to a “Tax Deduction” has the same meaning given to
the term in Clause 15.1 (Definitions).






	17.	 	OTHER INDEMNITIES






	17.1	 	Currency indemnity






	 	17.1.1	 	If any sum due from an Obligor under the Finance Documents (a “Sum”), or any
order, judgment or award given or made in relation to a Sum, has to be converted
from the currency (the “First Currency”) in which that Sum is payable into another
currency (the “Second Currency”) for the purpose of:-






	 	(a)	 	making or filing a claim or proof against that
Obligor; or






	 	(b)	 	obtaining or enforcing an order, judgment or award in
relation to any litigation or arbitration proceedings,






that Obligor shall as an independent obligation, within three Business Days of
demand, indemnify the Arranger and each other Secured Party to whom that Sum is
due against any cost, loss or liability arising out of or as a result of the
conversion including any discrepancy between (A) the rate of exchange used to
convert that Sum from the First Currency into the Second Currency and (B) the
rate or rates of exchange available to that person at the time of its receipt
of that Sum.




	 	17.1.2	 	Each Obligor waives any right it may have in any jurisdiction to pay any amount
under the Finance Documents in a currency or currency unit other than that in which
it is expressed to be payable.






	17.2	 	Other indemnities






	 	17.2.1	 	The Company shall (or shall procure that an Obligor will), within three Business
Days of demand, indemnify the Arranger and each other Secured Party against any
cost, loss or liability incurred by it as a result of:-






	 	(a)	 	the occurrence of any Event of Default;






	 	(b)	 	a failure by an Obligor to pay any amount due under a
Finance Document on its due date, including without limitation, any cost,
loss or liability arising as a result of Clause 31 (Sharing among the
Finance Parties);






	 	(c)	 	funding, or making arrangements to fund, its
participation in a Utilisation requested by a Borrower in a Utilisation
Request but not made by reason of the operation of any one or more of the
provisions of this Agreement (other than by reason of default or
negligence by that Finance Party alone); or






	 	(d)	 	a Utilisation (or part of a Utilisation) not being
prepaid in accordance with a notice of prepayment given by a Borrower or
the Company.






	17.3	 	Indemnity to the Agent






The Company shall promptly indemnify the Agent against any cost, loss or liability
incurred by the Agent (acting reasonably) as a result of:-




	 	17.3.1	 	investigating any event which it reasonably believes is a Default; or






	 	17.3.2	 	acting or relying on any notice, request or instruction which it reasonably
believes to be genuine, correct and appropriately authorised.






	17.4	 	Indemnity to the Security Agent






	 	17.4.1	 	Each Obligor shall promptly indemnify the Security Agent and every Receiver and
Delegate against any cost, loss or liability incurred by any of them as a result
of:-






	 	(a)	 	the taking, holding, protection or enforcement of the
Transaction Security,






	 	(b)	 	the exercise of any of the rights, powers,
discretions and remedies vested in the Security Agent and each Receiver
and Delegate by, and in accordance with, the Finance Documents or by law;
or






	 	(c)	 	any default by any Obligor in the performance of any
of the obligations expressed to be assumed by it in the Finance Documents.






	 	17.4.2	 	The Security Agent may, in priority to any payment to the Secured Parties,
indemnify itself out of the Charged Property in respect of, and pay and retain, all
sums necessary to give effect to the indemnity in this Clause 17.4 and shall have a
lien on the Transaction Security and the proceeds of the enforcement of the
Transaction Security for all monies payable to it.






	18.	 	MITIGATION BY THE LENDERS






	18.1	 	Mitigation






	 	18.1.1	 	Each Finance Party shall, in consultation with the Company, take all reasonable
steps to mitigate any circumstances which arise and which would result in any amount
becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 8.1
(Illegality), Clause 15 (Tax gross-up and indemnities) or Clause 16 (Increased
Costs) or paragraph 3 of Schedule 4 (Mandatory Cost Formulae) including (but not
limited to) transferring its rights and obligations under the Finance Documents to
another Affiliate or Facility Office.






	 	18.1.2	 	Clause 18.1.1 above does not in any way limit the obligations of any Obligor under
the Finance Documents.






	18.2	 	Limitation of liability






	 	18.2.1	 	The Company shall promptly indemnify each Finance Party for all costs and expenses
reasonably incurred by that Finance Party as a result of steps taken by it under
Clause 18.1 (Mitigation).






	 	18.2.2	 	A Finance Party is not obliged to take any steps under Clause 18.1 (Mitigation)
if, in the opinion of that Finance Party (acting reasonably), to do so might be
prejudicial to it.






	19.	 	COSTS AND EXPENSES






	19.1	 	Transaction expenses






The Company shall promptly on demand pay the Agent, the Arranger and the Security Agent
the amount of all costs and expenses (including legal fees) reasonably incurred by any of
them (and, in the case of the Security Agent, by any Receiver or Delegate) in connection
with the negotiation, preparation, printing, execution, syndication and perfection of:-




	 	19.1.1	 	this Agreement and any other documents referred to in this Agreement and the
Transaction Security; and






	 	19.1.2	 	any other Finance Documents executed after the date of this Agreement.






	19.2	 	Amendment costs






If (a) an Obligor requests an amendment, waiver or consent or (b) an amendment is required
pursuant to Clause 32.10 (Change of currency), the Company shall, within three Business
Days of demand, reimburse each of the Agent and the Security Agent for the amount of all
costs and expenses (including legal fees) reasonably incurred by the Agent and the
Security Agent (and, in the case of the Security Agent, by any Receiver or Delegate) in
responding to, evaluating, negotiating or complying with that request or requirement.




	19.3	 	Security Agent’s ongoing costs






	 	19.3.1	 	In the event of (i) a Default or (ii) the Security Agent considering it necessary
(acting reasonably) or (iii) the Security Agent being requested by an Obligor or the
Majority Lenders to undertake duties which the Security Agent and the Company agree
to be of an exceptional nature and/or outside the scope of the normal duties of the
Security Agent under the Finance Documents, the Company shall pay to the Security
Agent any additional remuneration that may be agreed between them.






	 	19.3.2	 	If the Security Agent and the Company fail to agree upon the nature of the duties
or upon any additional remuneration, that dispute shall be determined by an
investment bank (acting as an expert and not as an arbitrator) selected by the
Security Agent and approved by the Company or, failing approval, nominated (on the
application of the Security Agent) by the President for the time being of the Law
Society of England and Wales (the costs of the nomination and of the investment bank
being payable by the Company) and the determination of any investment bank shall be
final and binding upon the parties to this Agreement.






	19.4	 	Enforcement and preservation costs






The Company shall, within three Business Days of demand, pay to the Arranger and each
other Secured Party the amount of all costs and expenses (including legal fees) properly
incurred by it in connection with the enforcement of or the preservation of any rights
under any Finance Document and the Transaction Security and any proceedings instituted by
or against the Security Agent as a consequence of taking or holding the Transaction
Security or enforcing these rights.



6



SECTION 7

GUARANTEE





	20.	 	GUARANTEE AND INDEMNITY






	20.1	 	Guarantee and indemnity






Each Guarantor irrevocably and unconditionally jointly and severally:-




	 	20.1.1	 	guarantees to each Finance Party punctual performance by each other Obligor of all
that Obligor’s obligations under the Finance Documents;






	 	20.1.2	 	undertakes with each Finance Party that whenever another Obligor does not pay any
amount when due under or in connection with any Finance Document, that Guarantor
shall immediately on demand pay that amount as if it was the principal obligor; and






	 	20.1.3	 	agrees with each Finance Party that if any obligation guaranteed by it is or
becomes unenforceable, invalid or illegal, it will, as an independent and primary
obligation, indemnify that Finance Party immediately on demand against any cost,
loss or liability it incurs as a result of an Obligor not paying any amount which
would, but for such unenforceability, invalidity or illegality, have been payable by
it under any Finance Document on the date when it would have been due. The amount
payable by a Guarantor under this indemnity will not exceed the amount it would have
had to pay under this Clause 20 if the amount claimed had been recoverable on the
basis of a guarantee.






	20.2	 	Continuing Guarantee






This guarantee is a continuing guarantee and will extend to the ultimate balance of sums
payable by any Obligor under the Finance Documents, regardless of any intermediate payment
or discharge in whole or in part.




	20.3	 	Reinstatement






If any discharge, release or arrangement (whether in respect of the obligations of any
Obligor or any security for those obligations or otherwise) is made by a Finance Party in
whole or in part on the basis of any payment, security or other disposition which is
avoided or must be restored in insolvency, liquidation, administration or otherwise,
without limitation, then the liability of each Guarantor under this Clause 20 will
continue or be reinstated as if the discharge, release or arrangement had not occurred.




	20.4	 	Waiver of defences






The obligations of each Guarantor under this Clause 20 will not be affected by an act,
omission, matter or thing which, but for this Clause 20, would reduce, release or
prejudice any of its obligations under this Clause 20 (without limitation and whether or
not known to it or any Finance Party) including:-




	 	20.4.1	 	any time, waiver or consent granted to, or composition with, any Obligor or other
person;






	 	20.4.2	 	the release of any other Obligor or any other person under the terms of any
composition or arrangement with any creditor of any member of the Group;






	 	20.4.3	 	the taking, variation, compromise, exchange, renewal or release of, or refusal or
neglect to perfect, take up or enforce, any rights against, or security over assets
of, any Obligor or other person or any non-presentation or non-observance of any
formality or other requirement in respect of any instrument or any failure to
realise the full value of any security;






	 	20.4.4	 	any incapacity or lack of power, authority or legal personality of or dissolution
or change in the members or status of an Obligor or any other person;






	 	20.4.5	 	any amendment, novation, supplement, extension, restatement (however fundamental
and whether or not more onerous) or replacement of a Finance Document or any other
document or security including, without limitation, any change in the purpose of,
any extension of or increase in any facility or the addition of any new facility
under any Finance Document or other document or security;






	 	20.4.6	 	any unenforceability, illegality or invalidity of any obligation of any person
under any Finance Document or any other document or security; or






	 	20.4.7	 	any insolvency or similar proceedings.






	20.5	 	Guarantor Intent






Without prejudice to the generality of Clause 20.4 (Waiver of Defences), each Guarantor
expressly confirms that it intends that this guarantee shall extend from time to time to
any (however fundamental) variation, increase, extension or addition of or to any of the
Finance Documents and/or any facility or amount made available under any of the Finance
Documents for the purposes of or in connection with any of the following: business
acquisitions of any nature; increasing working capital; enabling investor distributions to
be made; carrying out restructurings; refinancing existing facilities; refinancing any
other indebtedness; making facilities available to new borrowers; any other variation or
extension of the purposes for which any such facility or amount might be made available
from time to time; and any fees, costs and/or expenses associated with any of the
foregoing.




	20.6	 	Immediate recourse






Each Guarantor waives any right it may have of first requiring any Finance Party (or any
trustee or agent on its behalf) to proceed against or enforce any other rights or security
or claim payment from any person before claiming from that Guarantor under this Clause 20.
This waiver applies irrespective of any law or any provision of a Finance Document to the
contrary.




	20.7	 	Appropriations






Until all amounts which may be or become payable by the Obligors under or in connection
with the Finance Documents have been irrevocably paid in full, each Finance Party (or any
trustee or agent on its behalf) may:-




	 	20.7.1	 	refrain from applying or enforcing any other moneys, security or rights held or
received by that Finance Party (or any trustee or agent on its behalf) in respect of
those amounts, or apply and enforce the same in such manner and order as it sees fit
(whether against those amounts or otherwise) and no Guarantor shall be entitled to
the benefit of the same; and






	 	20.7.2	 	hold in an interest-bearing suspense account any moneys received from any
Guarantor or on account of any Guarantor’s liability under this Clause 20.






	20.8	 	Deferral of Guarantors’ rights






Until all amounts which may be or become payable by the Obligors under or in connection
with the Finance Documents have been irrevocably paid in full and unless the Agent
otherwise directs, no Guarantor will exercise any rights which it may have by reason of
performance by it of its obligations under the Finance Documents or by reason of any
amount being payable, or liability arising, under this Clause 20:-




	 	20.8.1	 	to be indemnified by an Obligor;






	 	20.8.2	 	to claim any contribution from any other guarantor of any Obligor’s obligations
under the Finance Documents;






	 	20.8.3	 	to take the benefit (in whole or in part and whether by way of subrogation or
otherwise) of any rights of the Finance Parties under the Finance Documents or of
any other guarantee or security taken pursuant to, or in connection with, the
Finance Documents by any Finance Party;






	 	20.8.4	 	to bring legal or other proceedings for an order requiring any Obligor to make any
payment, or perform any obligation, in respect of which any Guarantor has given a
guarantee, undertaking or indemnity under Clause 20.1 (Guarantee and Indemnity);






	 	20.8.5	 	to exercise any right of set-off against any Obligor; and/or






	 	20.8.6	 	to claim or prove as a creditor of any Obligor in competition with any Finance
Party.






If a Guarantor receives any benefit, payment or distribution in relation to such rights it
shall hold that benefit, payment or distribution to the extent necessary to enable all
amounts which may be or become payable to the Finance Parties by the Obligors under or in
connection with the Finance Documents to be repaid in full on trust for the Finance
Parties and shall promptly pay or transfer the same to the Agent or as the Agent may
direct for application in accordance with Clause 32 (Payment mechanics).




	20.9	 	Release of Guarantors’ right of contribution






If any Guarantor (a “Retiring Guarantor”) ceases to be a Guarantor in accordance with the
terms of the Finance Documents for the purpose of any sale or other disposal of that
Retiring Guarantor then on the date such Retiring Guarantor ceases to be a Guarantor:-




	 	20.9.1	 	that Retiring Guarantor is released by each other Guarantor from any liability
(whether past, present or future and whether actual or contingent) to make a
contribution to any other Guarantor arising by reason of the performance by any
other Guarantor of its obligations under the Finance Documents; and






	 	20.9.2	 	each other Guarantor waives any rights it may have by reason of the performance of
its obligations under the Finance Documents to take the benefit (in whole or in part
and whether by way of subrogation or otherwise) of any rights of the Finance Parties
under any Finance Document or of any other security taken pursuant to, or in
connection with, any Finance Document where such rights or security are granted by
or in relation to the assets of the Retiring Guarantor.






	20.10	 	Additional security






This guarantee is in addition to and is not in any way prejudiced by any other guarantee
or security now or subsequently held by any Finance Party.




	20.11	 	Guarantee Limitations






This guarantee does not apply to any liability to the extent that it would result in this
guarantee constituting unlawful financial assistance within the meaning of sections 678 or
679 of the Companies Act 2006 or any equivalent and applicable provisions under the laws
of the jurisdiction of incorporation of the relevant Guarantor and, with respect to any
Additional Guarantor, is subject to any limitations set out in the Accession Deed
applicable to such Additional Guarantor.



7



SECTION 8

REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT





	21.	 	REPRESENTATIONS






	21.1	 	General






Each Obligor makes the representations and warranties set out in this Clause 21 to each
Finance Party.




	21.2	 	Status






	 	21.2.1	 	It and each of its Subsidiaries is a limited liability corporation, duly
incorporated and validly existing under the law of its jurisdiction of
incorporation.






	 	21.2.2	 	It and each of its Subsidiaries has the power to own its assets and carry on its
business as it is being conducted.






	21.3	 	Binding obligations






Subject to the Legal Reservations:-




	 	21.3.1	 	the obligations expressed to be assumed by it in each Finance Document to which it
is a party are legal, valid, binding and enforceable obligations; and






	 	21.3.2	 	(without limiting the generality of Clause 21.3.1 above), each Transaction
Security Document to which it is a party creates the security interests which that
Transaction Security Document purports to create and those security interests are
valid and effective.






	21.4	 	Non-conflict with other obligations






The entry into and performance by it of, and the transactions contemplated by, the Finance
Documents and the granting of the Transaction Security pursuant to the Agreed Security
Principles do not and will not conflict with:-




	 	21.4.1	 	any law or regulation applicable to it;






	 	21.4.2	 	the constitutional documents of any member of the Group; or






	 	21.4.3	 	(any agreement or instrument binding upon it or any member of the Group or any of
its or any member of the Group’s assets or constitute a default or termination event
(however described) under any such agreement or instrument which has or is
reasonably likely to have a Material Adverse Effect.






	21.5	 	Power and authority






	 	21.5.1	 	It has the power to enter into, perform and deliver, and has taken all necessary
action to authorise its entry into, performance and delivery of, the Finance
Documents to which it is or will be a party and the transactions contemplated by
those Finance Documents.






	 	21.5.2	 	No limit on its powers will be exceeded as a result of the borrowing, grant of
security or giving of guarantees or indemnities contemplated by the Finance
Documents to which it is a party.





	 	 	 	 	 	 	 
	21.6	 	Validity and admissibility in evidence
	 	 	 	21.6.1	 	 	All Authorisations required:-








	 	(a)	 	to enable it lawfully to enter into, exercise its
rights and comply with its obligations in the Finance Documents to which
it is a party; and






	 	(b)	 	to make the Finance Documents to which it is a party
admissible in evidence in its Relevant Jurisdictions,






have been obtained or effected and are in full force and effect except any
Authorisation referred to in Clause 24.9, which Authorisations will be promptly
obtained or effected after the date of this Agreement.




	 	21.6.2	 	All Authorisations necessary for the conduct of the business, trade and ordinary
activities of members of the Group have been obtained or effected and are in full
force and effect if failure to obtain or effect those Authorisations has or is
reasonably likely to have a Material Adverse Effect.






	21.7	 	Governing law and enforcement






	 	21.7.1	 	Subject to the Legal Reservations, the choice of governing law of the Finance
Documents will be recognised and enforced in its Relevant Jurisdictions.






	 	21.7.2	 	Subject to the Legal Reservations, any judgment obtained in relation to a Finance
Document in the jurisdiction of the governing law of that Finance Document will be
recognised and enforced in its Relevant Jurisdictions.






	21.8	 	Insolvency






No:-




	 	21.8.1	 	corporate action, legal proceeding or other procedure or step described in
Clause 25.7.1; or






	 	21.8.2	 	creditors’ process described in Clause 25.8 (Creditors’ process),






is being taken or, to the knowledge of the Parent or the Company, is threatened in writing
in relation to the Parent or a member of the Group; and none of the circumstances
described in Clause 25.6 (Insolvency) applies to the Parent or a member of the Group.




	21.9	 	No filing or stamp taxes






Under the laws of its Relevant Jurisdiction it is not necessary that the Finance Documents
be filed, recorded or enrolled with any court or other authority in that jurisdiction or
that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation
to the Finance Documents or the transactions contemplated by the Finance Documents except
registration of particulars of the Transaction Security Documents at the Companies
Registration Office in England and Wales under section 860 of the Companies Act 2006 and
Regulation 10 of the Overseas Companies (Execution of Documents and Registration of
Charges) Regulations 2009 and payment of associated fees which registrations, filings,
taxes and fees will be made and paid promptly after the date of the relevant Finance
Document.




	21.10	 	Deduction of Tax






It is not required to make any deduction for or on account of Tax from any payment it may
make under any Finance Document to a Lender which is:-




	 	21.10.1	 	a Qualifying Lender:-






	 	(a)	 	falling within paragraph (a)(i) of the definition of
Qualifying Lender; or






	 	(b)	 	except where a Direction has been given under section
931 of the ITA in relation to the payment concerned, falling within
paragraph (a)(ii) of the definition of Qualifying Lender; or






	 	(c)	 	falling within paragraph (b) of the definition of
Qualifying Lender; or






	 	21.10.2	 	a Treaty Lender and the payment is one specified in a direction given by the
Commissioners of Revenue & Customs under Regulation 2 of the Double Taxation Relief
(Taxes on Income) (General) Regulations 1970 (SI 1970/488).






	21.11	 	No default






	 	21.11.1	 	No Event of Default and, on the date of this Agreement, no Default is continuing
or will result from the making of any Utilisation or the entry into, the performance
of, or any transaction contemplated by, any Finance Document.






	 	21.11.2	 	No other event or circumstance is outstanding which constitutes (or, with the
expiry of a grace period, the giving of notice, the making of any determination or
any combination of any of the foregoing, would constitute) a default or termination
event (however described) under any other agreement or instrument which is binding
on it or any Material Company or to which its (or any Material Company’s) assets are
subject,





	 	 	 	 	 
	 	21.12	 	 	which in each case has or is reasonably likely to have a Material Adverse Effect.

No misleading information








Save as disclosed in writing to the Agent and the Arranger prior to the date of this
Agreement:-




	 	21.12.1	 	all material information provided to a Finance Party by or on behalf of the
Parent or the Company in connection with this Agreement and the provision of the
Facility and/or the Group on or before the date of this Agreement and not superseded
before that date is accurate and not misleading in any material respect and all
projections provided to any Finance Party on or before the date of this Agreement
have been prepared in good faith on the basis of assumptions which were reasonable
at the time at which they were prepared and supplied; and






	 	21.12.2	 	all other written information provided by the Parent or any member of the Group
(including its advisers) to a Finance Party was true, complete and accurate in all
material respects as at the date it was provided and is not misleading in any
material respect.






	21.13	 	Original Financial Statements






	 	21.13.1	 	Its Original Financial Statements were prepared in accordance with the Accounting
Principles consistently applied unless expressly disclosed to the Agent in writing
to the contrary. However in the case of monthly and quarterly statements, normal
year end adjustments were not made.






	 	21.13.2	 	Its unaudited Original Financial Statements fairly represent its financial
condition and results of operations for the relevant month or financial quarter.






	 	21.13.3	 	Its audited Original Financial Statements give a true and fair view of its
financial condition and results of operations during the relevant Financial Year.






	 	21.13.4	 	There has been no material adverse change in its assets, business or financial
condition (or the assets, business or consolidated financial condition of the Group,
in the case of the Parent and/or the Company) since the date of the Original
Financial Statements.






	 	21.13.5	 	The Original Financial Statements of the Company do not consolidate the results,
assets or liabilities of any person or business which does not form part of the
Group.






	 	21.13.6	 	Its most recent financial statements delivered pursuant to Clause 22.1 (Financial
Statements):-






	 	(a)	 	have been prepared in accordance with the Accounting
Principles as applied to the Original Financial Statements; and






	 	(b)	 	give a true and fair view of (if audited) or fairly
present (if unaudited) its consolidated financial condition as at the end
of, and consolidated results of operations for, the period to which they
relate.






	 	21.13.7	 	The budgets and forecasts supplied under this Agreement were arrived at after
careful consideration and have been prepared in good faith on the basis of recent
historical information and on the basis of assumptions which were reasonable as at
the date they were prepared and supplied.






	 	21.13.8	 	Since the date of the most recent financial statements delivered pursuant to
Clause 22.1 (Financial Statements) there has been no material adverse change in the
business, assets or financial condition of the Group.






	21.14	 	No proceedings pending or threatened






No litigation, arbitration or administrative proceedings or investigations of, or before,
any court, arbitral body or agency which, if adversely determined, are reasonably likely
to have a Material Adverse Effect have (to the best of its knowledge and belief (having
made due and careful enquiry)) been started and are ongoing or threatened in writing
against it or any of its Subsidiaries.




	21.15	 	No breach of laws






	 	21.15.1	 	It has not (and none of its Subsidiaries has) breached any law or regulation
which breach has or is reasonably likely to have a Material Adverse Effect.






	 	21.15.2	 	No labour disputes are current or, to the best of its knowledge and belief
(having made due and careful enquiry), threatened against the Parent or any member
of the Group which have or are reasonably likely to have a Material Adverse Effect.






	21.16	 	Environmental laws






	 	21.16.1	 	The Parent and each member of the Group is in compliance with Clause 24.3
(Environmental compliance) and to the best of its knowledge and belief (having made
due and careful enquiry) no circumstances have occurred which would prevent such
compliance in a manner or to an extent which has or is reasonably likely to have a
Material Adverse Effect.






	 	21.16.2	 	No Environmental Claim has been commenced and is outstanding or (to the best of
its knowledge and belief (having made due and careful enquiry)) is threatened
against the Parent or any member of the Group where that claim has or is reasonably
likely, if adversely determined against the Parent or that member of the Group, to
have a Material Adverse Effect.






	21.17	 	Taxation






	 	21.17.1	 	It is not (and none of its Subsidiaries is) materially overdue in the filing of
any Tax returns and it is not (and none of its Subsidiaries is) overdue in the
payment of any amount in respect of Tax of £500,000 (or its equivalent in any other
currency) or more unless such payment is being contested in good faith and is
adequately reserved against in accordance with the Accounting Principles.






	 	21.17.2	 	Save for claims being contested in good faith and which have been adequately
reserved against (in accordance with the Accounting Principles) no claims or
investigations are being, or are reasonably likely to be, made or conducted against
it (or any of its Subsidiaries) with respect to Taxes such that a liability of, or
claim against, any member of the Group of £250,000 (or its equivalent in any other
currency) or more is reasonably likely to arise.






	 	21.17.3	 	It is resident for Tax purposes only in the jurisdiction of its incorporation.






	21.18	 	Security and Financial Indebtedness






	 	21.18.1	 	No Security or Quasi-Security exists over all or any of the present or future
assets of the Parent or any member of the Group other than as permitted by this
Agreement.






	 	21.18.2	 	The Parent and no member of the Group has any Financial Indebtedness outstanding
other than as permitted by this Agreement.






	21.19	 	Ranking






Subject to the terms of the Vehicle Financier Deeds of Priority, the Transaction Security
has or will have first ranking priority and it is not subject to any prior ranking or pari
passu ranking Security other than Permitted Security.




	21.20	 	Good title to assets






It and each of its Subsidiaries has a good, valid and marketable title to, or valid leases
or licences of, and all appropriate Authorisations to use, the assets necessary to carry
on its business as presently conducted in all material respects (save for certain motor
vehicles and diagnostic equipment which are subject to retention of title provisions and
which the relevant member of the Group has the appropriate Authorisations to use).




	21.21	 	Legal and beneficial ownership






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.




	21.22	 	Shares






The shares of any member of the Group and of PAE GmbH which are subject to the Transaction
Security are fully paid and not subject to any option to purchase or similar rights. The
constitutional documents of companies whose shares are subject to the Transaction Security
do not and could not restrict or inhibit any transfer of those shares on creation or
enforcement of the Transaction Security. There are no agreements in force which provide
for the issue or allotment of, or grant any person the right to call for the issue or
allotment of, any share or loan capital of any member of the Group or of PAE GmbH
(including any option or right of pre-emption or conversion).




	21.23	 	Intellectual Property






It and each of its Subsidiaries:-




	 	21.23.1	 	is the sole legal and beneficial owner of or has licensed to it on normal
commercial terms all the Intellectual Property which is material in the context of
its business and which is required by it in order to carry on its business as it is
being conducted;






	 	21.23.2	 	does not (nor does any of its Subsidiaries), in carrying on its businesses,
infringe any Intellectual Property of any third party in any respect which has or is
reasonably likely to have a Material Adverse Effect; and






	 	21.23.3	 	has taken all formal or procedural actions (including payment of fees) required
to maintain any material Intellectual Property owned by it.






	21.24	 	Group Structure Chart






	 	21.24.1	 	The Group Structure Chart delivered to the Agent pursuant to Part 1 of Schedule 2
(Conditions Precedent) is true, complete and accurate in all material respects and
shows the following information:-






	 	(a)	 	the Parent and each member of the Group, including
current name and company registration number, its jurisdiction of
incorporation and/or establishment, a list of shareholders and indicating
whether a company is a Dormant Subsidiary or is not a company with limited
liability; and






	 	(b)	 	all minority interests in any member of the Group and
any person in which the Parent or any member of the Group holds shares in
its issued share capital or equivalent ownership interest of such person.





	 	 	 	 	 	 	 
	21.25	 	Obligors	 	 
	
 
	 	 	21.25.1	 	 	Each Material Company is or will be an Obligor on the Closing Date.







	 	21.25.2	 	The aggregate of earnings before interest, tax, depreciation and amortisation
(calculated on the same basis as Consolidated EBITDA (as defined in Clause 23
(Financial Covenants)) and the aggregate gross assets, the aggregate net assets and
the aggregate turnover of the Guarantors (other than the Parent) on the Closing Date
(calculated on an unconsolidated basis and excluding all intra-Group items and
investments in Subsidiaries of any member of the Group) exceeds 90% of Consolidated
EBITDA, as defined in Clause 23 (Financial Covenants) and the consolidated gross
assets, net assets and turnover of the Group.






	21.26	 	Accounting reference date






The Accounting Reference Date of the Parent and each member of the Group is 31 December.




	21.27	 	Centre of main interests and establishments






For the purposes of The Council of the European Union Regulation No 1346/2000 on
Insolvency Proceedings (the “Regulation”), its centre of main interest (as that term is
used in Article 3(1) of the Regulation) is situated in England and Wales and it has no
“establishment” (as that term is used in Article 2(h) of the Regulations) in any other
jurisdiction.




	21.28	 	Pensions






Except for the DB Schemes:-




	 	21.28.1	 	neither it nor any of its Subsidiaries is or has at any time been an employer
(for the purposes of sections 38 to 51 of the Pensions Act 2004) of an occupational
pension scheme which is not a money purchase scheme (both terms as defined in the
Pensions Schemes Act 1993); and






	 	21.28.2	 	so far as the Company is aware (having made due and diligent enquiries), neither
it nor any of its Subsidiaries is or has at any time been “connected” with or an
“associate” of (as those terms are used in sections 38 and 43 of the Pensions Act
2004) such an employer.





	 	 	 	 	 	 	 
	21.29	 	No adverse consequences
	
 
	 	 	21.29.1	 	 	It is not necessary under the laws of its Relevant Jurisdictions:-







	 	(a)	 	in order to enable any Finance Party to enforce its
rights under any Finance Document; or






	 	(b)	 	by reason of the execution of any Finance Document or
the performance by it of its obligations under any Finance Document,






that any Finance Party should be licensed, qualified or otherwise entitled to
carry on business in any of its Relevant Jurisdictions.




	 	21.29.2	 	No Finance Party is or will be deemed to be resident, domiciled or carrying on
business in its Relevant Jurisdictions by reason only of the execution, performance
and/or enforcement of any Finance Document.






	21.30	 	Times when representations made






	 	21.30.1	 	All the representations and warranties in this Clause 21 are made by each
Original Obligor on the date of this Agreement.






	 	21.30.2	 	All the representations and warranties in this Clause 21 are deemed to be made by
each Obligor on the Closing Date.






	 	21.30.3	 	The Repeating Representations are deemed to be made by each Obligor on the date
of each Utilisation Request, on each Utilisation Date and on the first day of each
Interest Period (except that those contained in Clauses 21.13.1 – 21.13.5 will cease
to be so made once subsequent financial statements have been delivered under this
Agreement).






	 	21.30.4	 	All the representations and warranties in this Clause 21 except Clause 21.12 (No
misleading information) and Clause 21.24 (Group Structure Chart) are deemed to be
made by each Additional Obligor on the day on which it becomes (or it is proposed
that it becomes) an Additional Obligor with respect to itself and (if applicable)
its Subsidiaries.






	 	21.30.5	 	Each representation or warranty deemed to be made after the date of this
Agreement shall be deemed to be made by reference to the facts and circumstances
existing at the date the representation or warranty is deemed to be made.






	22.	 	INFORMATION UNDERTAKINGS






The undertakings in this Clause 22 remain in force from the date of this Agreement for so
long as any amount is outstanding under the Finance Documents or any Commitment is in
force.




In this Clause 22:-



	 	 	 
	"Annual Financial Statements”
	 	means the financial statements for a

Financial Year delivered pursuant to

Clause 22.1.1

	"Monthly Financial Statements”
	 	means the financial statements delivered

pursuant to Clause 22.1.3

	"Quarterly Financial Statements”
	 	means the financial statements delivered

pursuant to Clause 22.1.2








	22.1	 	Financial statements






The Company shall supply to the Agent in sufficient copies for all the Lenders:-




	 	22.1.1	 	as soon as they are available, but in any event within 270 days after the end of
each of its Financial Years:-






	 	(a)	 	its audited consolidated financial statements for
that Financial Year; and






	 	(b)	 	the audited financial statements (consolidated if
appropriate) of each Obligor for that Financial Year;






	 	22.1.2	 	as soon as they are available, but in any event within 30 days after the end of
each Financial Quarter of each of its Financial Years its consolidated financial
statements for that Financial Quarter; and






	 	22.1.3	 	as soon as they are available, but in any event within 30 days after the end of
each month its financial statements on a consolidated basis for that month (to
include cumulative management accounts for the Financial Year to date).






	22.2	 	Provision and contents of Compliance Certificate






	 	22.2.1	 	The Company shall supply a Compliance Certificate to the Agent with each set of
its audited consolidated Annual Financial Statements and each set of its
consolidated Quarterly Financial Statements.






	 	22.2.2	 	The Compliance Certificate shall, amongst other things, set out (in reasonable
detail) computations as to compliance with Clause 23 (Financial Covenants).






	 	22.2.3	 	Each Compliance Certificate shall be signed by two directors (one of whom shall be
the finance director) of the Company and two directors (one of whom shall be the
finance director) of the Parent and, if required by the Agent (acting on the
instructions of the Majority Lenders) following the occurrence of a Default which is
continuing each Compliance Certificate to be delivered with the consolidated Annual
Financial Statements of the Company, shall be reported on by the Company’s Auditors
in the form agreed by the Company and the Majority Lenders.






	22.3	 	Requirements as to financial statements






	 	22.3.1	 	The Company shall procure that each set of Annual Financial Statements, Quarterly
Financial Statements and Monthly Financial Statements includes a balance sheet,
profit and loss account and cashflow statement. In addition the Company shall
procure that:-






	 	(a)	 	each set of Annual Financial Statements shall be
audited by the Auditors;






	 	(b)	 	each set of Monthly Financial Statements is in a
format acceptable to each Lender.






	 	22.3.2	 	Each set of financial statements delivered pursuant to Clause 22.1 (Financial
statements):-






	 	(a)	 	shall be certified by a director of the relevant
company as giving a true and fair view of (in the case of Annual Financial
Statements for any Financial Year), or fairly representing (in other
cases), its financial condition and operations as at the date as at which
those financial statements were drawn up and, in the case of the Annual
Financial Statements, shall be accompanied by any letter addressed to the
management of the relevant company by the Auditors and accompanying those
Annual Financial Statements;






	 	(b)	 	in the case of consolidated financial statements of
the Group, shall be accompanied by a statement by the directors of the
Company comparing actual performance for the period to which the financial
statements relate to:-






	 	(i)	 	the projected performance for that
period set out in the Budget; and






	 	(ii)	 	the actual performance for the
corresponding period in the preceding Financial Year of the
Group; and






	 	(c)	 	shall be prepared using the Accounting Principles,
accounting practices and financial reference periods consistent with those
applied in the case of any Obligor, in the preparation of the Original
Financial Statements for that Obligor,






unless, in relation to any set of financial statements, the Company
notifies the Agent that there has been a change in the Accounting
Principles or the accounting practices and its Auditors (or, if
appropriate, the Auditors of the Obligor) deliver to the Agent:-




	 	(i)	 	a description of any change
necessary for those financial statements to reflect the
Accounting Principles or accounting practices upon which that
Obligor’s Original Financial Statements were prepared; and






	 	(ii)	 	sufficient information, in form and
substance as may be reasonably required by the Agent, to enable
the Lenders to determine whether Clause 23 (Financial covenants)
has been complied with, to determine the Margin as set out in the
definition of “Margin” and to make an accurate comparison between
the financial position indicated in those financial statements
and that Obligor’s Original Financial Statements.






Any reference in this Agreement to any financial statements shall be
construed as a reference to those financial statements as adjusted to
reflect the Accounting Principles applied in the preparation of the
the Original Financial Statements.




	22.4	 	Budget






	 	22.4.1	 	The Company shall supply to the Agent in sufficient copies for all the Lenders, as
soon as the same become available but in any event within 30 days after the start of
each of its Financial Years, an annual Budget for that Financial Year.






	 	22.4.2	 	The Company shall ensure that each Budget:-






	 	(a)	 	is in a form reasonably acceptable to the Agent and
includes a projected consolidated profit and loss, balance sheet and
cashflow statement for the Group, projected financial covenant
calculations and such other information requested by each Lender (acting
reasonably)






	 	(b)	 	is prepared in accordance with the Accounting
Principles and the accounting practices and financial reference periods
applied to financial statements under Clause 22.1 (Financial statements);
and






	 	(c)	 	has been approved by the board of directors of the
Company.






	 	22.4.3	 	If the Company updates or changes the Budget, it shall promptly deliver to the
Agent, in sufficient copies for each of the Lenders, such updated or changed Budget
together with a written explanation of the main changes in that Budget.






	22.5	 	Group companies






At the request of the Agent:




	 	22.5.1	 	the Company shall supply to the Agent a report signed by two directors of the
Company stating which of its Subsidiaries are Material Companies and confirming that
the aggregate of earnings before interest, tax, depreciation and amortisation
(calculated on the same basis as Consolidated EBITDA, as defined in Clause 23
(Financial Covenants) and the aggregate gross assets, aggregate net assets and
aggregate turnover of the Guarantors (other than the Parent) (calculated on an
unconsolidated basis and excluding all intra-Group items and investments in
Subsidiaries of any member of the Group) exceeds 90% of Consolidated EBITDA (as
defined in Clause 23 (Financial Covenants)) and the consolidated gross assets, net
assets and turnover of the Group; and






	 	22.5.2	 	the Parent shall supply to the Agent a report signed by two directors of the
Parent confirming that the aggregate of earnings before interest, tax, depreciation
and amortisation (calculated on the same basis as Consolidated EBITDA, as defined in
Clause 23 (Financial Covenants) but on the basis that references in the definition
of Consolidated EBITDA and related definitions to “Group” shall be to the German
Group) of the German Group and the aggregate gross assets, the aggregate net assets
and aggregate turnover of the German Group (in each case calculated on an
unconsolidated basis and excluding all intra-group items and investment in
Subsidiaries of any member of the German Group) does not exceed 10 per cent of the
consolidated earnings before interest, tax, depreciation and amortisation
(calculated on the same basis as Consolidated EBITDA, as defined in Clause 23
(Financial Covenants) but on the basis that references in the definition of
Consolidated EBITDA and related definitions to “Group” shall be to the UAG Group) of
the UAG Group and consolidated gross assets, consolidated net assets and
consolidated turnover of the UAG Group.






	22.6	 	Presentations






If requested to do so by the Agent if the Agent reasonably suspects a Default is
continuing or may have occurred or may occur, at least two directors of the Parent (one of
whom shall be the chief financial officer) must give a presentation to the Finance Parties
about the on-going business and financial performance of the Group.




	22.7	 	Year-end






The Company shall procure that each Financial Year-end of each member of the Group falls
on 31 December.




	22.8	 	Information: miscellaneous






The Company shall supply to the Agent (in sufficient copies for all the Lenders, if the
Agent so requests):-




	 	22.8.1	 	promptly following the same being dispatched, copies of all documents required to
be dispatched by the Company to its shareholders generally (or any class of them) or
dispatched by the Company or any Obligors to its creditors generally (or any class
of them);






	 	22.8.2	 	promptly upon becoming aware of them, the details of any litigation, arbitration
or administrative proceedings which are current, threatened or pending against any
member of the Group, and which, if adversely determined, are reasonably likely to
have a Material Adverse Effect;






	 	22.8.3	 	promptly, such information as the Security Agent may reasonably require about the
Charged Property and compliance of the Obligors with the terms of any Transaction
Security Documents; and






	 	22.8.4	 	promptly on reasonable request, such further information regarding the financial
condition, assets and operations of the Group and/or any member of the Group
(including any requested amplification or explanation of any item in the financial
statements, budgets or other material provided by any Obligor under this Agreement,
any changes to management of the Group and an up to date copy of its shareholders’
register (or equivalent in its jurisdiction of incorporation)) as any Finance Party
through the Agent may reasonably request.






	22.9	 	Notification of default






	 	22.9.1	 	Each Obligor shall notify the Agent of any Default (and the steps, if any, being
taken to remedy it) promptly upon becoming aware of its occurrence (unless that
Obligor is aware that a notification has already been provided by another Obligor).






	 	22.9.2	 	Promptly upon a request by the Agent (acting reasonably), the Company shall supply
to the Agent a certificate signed by two of its directors or senior officers on its
behalf certifying that no Default is continuing (or if a Default is continuing,
specifying the Default and the steps, if any, being taken to remedy it).





	 	 	 	 	 	 	 
	22.10	 	"Know your customer" checks
	 	 	 	22.10.1	 	 	If:-








	 	(a)	 	the introduction of or any change in (or in the
interpretation, administration or application of) any law or regulation
made after the date of this Agreement;






	 	(b)	 	any change in the status of an Obligor or the
composition of the shareholders of an Obligor after the date of this
Agreement; or






	 	(c)	 	a proposed assignment or transfer by a Lender of any
of its rights and/or obligations under this Agreement to a party that is
not a Lender prior to such assignment or transfer,






obliges the Agent or any Lender (or, in the case of sub-clause (c) above, any
prospective new Lender) to comply with “know your customer” or similar
identification procedures in circumstances where the necessary information is
not already available to it, each Obligor shall promptly upon the request of
the Agent or any Lender supply, or procure the supply of, such documentation
and other evidence as is reasonably requested by the Agent (for itself or on
behalf of any Lender) or any Lender (for itself or, in the case of the event
described in sub-clause (c) above, on behalf of any prospective new Lender) in
order for the Agent, such Lender or, in the case of the event described in
sub-clause (c) above, any prospective new Lender to carry out and be satisfied
it has complied with all necessary “know your customer” or other similar checks
under all applicable laws and regulations pursuant to the transactions
contemplated in the Finance Documents.




	 	22.10.2	 	Each Lender shall promptly upon the request of the Agent supply, or procure the
supply of, such documentation and other evidence as is reasonably requested by the
Agent (for itself) in order for the Agent to carry out and be satisfied it has
complied with all necessary “know your customer” or other similar checks under all
applicable laws and regulations pursuant to the transactions contemplated in the
Finance Documents.






	 	22.10.3	 	The Company shall, by not less than 10 Business Days’ prior written notice to the
Agent, notify the Agent (which shall promptly notify the Lenders) of its intention
to request that one of its Subsidiaries becomes an Additional Obligor pursuant to
Clause 28 (Changes to the Obligors).






	 	22.10.4	 	Following the giving of any notice pursuant to Clause 22.10.3 above, if the
accession of such Additional Obligor obliges the Agent or any Lender to comply with
“know your customer” or similar identification procedures in circumstances where the
necessary information is not already available to it, the Company shall promptly
upon the request of the Agent or any Lender supply, or procure the supply of, such
documentation and other evidence as is reasonably requested by the Agent (for itself
or on behalf of any Lender) or any Lender (for itself or on behalf of any
prospective new Lender) in order for the Agent or such Lender or any prospective new
Lender to carry out and be satisfied it has complied with all necessary “know your
customer” or other similar checks under all applicable laws and regulations pursuant
to the accession of such Subsidiary to this Agreement as an Additional Obligor.






	22.11	 	Parent’s financial statements






If the Company intends to make a Permitted Distribution or any Permitted Loan falling
within paragraph (h) of the definition of “Permitted Loan” in any Financial Year:-




	 	22.11.1	 	the Parent shall, at least 10 Business Days before making any Permitted
Distribution or loan falling within paragraph (h) of the definition of “Permitted
Loan”, supply to the Agent in sufficient copies for all the Lenders the audited
consolidated financial statements of the Parent (prepared by the auditors of the
Parent using generally accepted accounting principles in the United States of
America for the purposes of reporting to the auditors of Penske Automotive Group
Inc) for the previous financial year of the Parent; and






	 	22.11.2	 	the Company shall, at least 10 Business Days before making any Permitted
Distribution or loan falling within paragraph (h) of the definition of “Permitted
Loan”, supply to the Agent in sufficient copies for all the Lenders, the US GAAP
Reconcilation Statement.






	23.	 	FINANCIAL COVENANTS






	23.1	 	Financial definitions






In this Agreement:-



	 	 	 
	"Capital Expenditure”
	 	means, in respect of any Relevant Period, any amount

paid to acquire tangible fixed assets where such

expenditure is capitalised on the balance sheet of the

Group but excluding:

	 	 	(a) net proceeds received from sale and leaseback

transactions

(b) rental payments in respect of Finance Leases;

(c) fixed assets acquired through the acquisition of a

business and

(d) maintenance payments which are charged to the

profit and loss account

	"Consolidated

Borrowing Costs”
	 	means, in respect of any Relevant Period, the aggregate

of all interest, commission, fees and charges payable

by the Group in respect of its Consolidated Gross

Borrowings in respect of such Relevant Period

including, without limitation:

	 	 	(a) capitalised interest

(b) Finance Lease charges

(c) dividends on shares issued on the basis that they

are or may become redeemable,

but excluding interest payable by Affiliates and Joint

Ventures

	"Consolidated EBIT”
	 	means, in respect of any Relevant Period, the

consolidated profit/loss of the Group on ordinary

activities before taxation and after exceptional items

but after adding back:-

(a) exceptional losses charged below operating profit

(b) Consolidated Borrowing Costs (net of capitalised

interest and dividends on redeemable shares)

(c) interest payable by associates and Joint Ventures

(d) the Group’s share of the operating losses arising

in associates and Joint Ventures

(e) the Group’s share of exceptional losses arising in

associates and Joint Ventures

and after deducting

(f) interest receivable and other similar income

(g) income from fixed asset investments

(h) exceptional gains credited below operating profit

(i) interest receivable by associates and Joint Ventures

(j) the Group’s share of operating profits arising in

associates and Joint Ventures

(k) the Group’s share of exceptional gains arising in

associates and Joint Ventures

provided that no amount included, added or deducted

shall be taken into account more than once in

calculating Consolidated EBIT

	"Consolidated EBITAR”
	 	means, in respect of any Relevant Period, Consolidated

EBIT for that Relevant Period after adding back any

amount attributable to the amortisation of goodwill and

intangible assets of members of the Group and rental

paid by any member of the Group during that Relevant

Period

	"Consolidated EBITDA”
	 	means, in respect of any Relevant Period, Consolidated

EBIT for that Relevant Period after adding back any

amount attributable to the amortisation of goodwill and

intangible assets of members of the Group and any

amount attributable to the depreciation of assets of

members of the Group

	"Consolidated Gross

Borrowings”
	 	means at any time, the aggregate of all obligations of

the Group for the repayment of money, whether present

or future, actual or contingent incurred in respect

of:-

(a) money borrowed from all sources

(b) any bonds, notes, loan stock, debentures or similar

instruments

(c) eligible debt securities, bills of exchange or

documentary credits

(d) shares issued on the basis that they are or may

become redeemable (at redemption value)

(e) gross obligations under Finance Leases

(f) the factoring of debts

(g) guarantees, indemnities or other assurances against

financial loss and

(h) amounts raised or obligations incurred in respect

of any other transaction which has the commercial

effect of borrowing

	"Consolidated

Interest and Rental

Payable”
	 	means, in respect of any Relevant Period, Consolidated

Borrowing Costs plus rental paid and due to be paid by

any member of the Group during that Relevant Period

	"Consolidated Net

Borrowings”
	 	means, at any time, Consolidated Gross Borrowings less:-

(a) any Cash or Cash Equivalent Investments held by any

member of the Group

(b) any Financial Indebtedness arising in respect of

any loan from any member of the Group which is

subordinated to the Facility and

(c) any Financial Indebtedness in respect of Stocking

Finance

	"Finance Lease”
	 	means any lease or hire purchase contract which would,

in accordance with the Accounting Principles, be

treated as a finance or capital lease provided that any

lease or hire purchase contract which is classified as

an operating lease in accordance with the Accounting

Principles as applied to the Original Financial

Statements shall not be treated as a Finance Lease

	"Financial Quarter”
	 	means the period commencing on the day after one

Quarter Date and ending on the next Quarter Date

	"Financial Year”
	 	means the annual accounting period of the Group ending

on or about 31 December in each year

	"Quarter Date”
	 	means each of 31 March, 30 June, 30 September and

31 December

	"Relevant Period”
	 	means each period of twelve months ending on or about

the last day of the Financial Year and each period of

twelve months ending on or about the last day of each

Financial Quarter

	"Stocking Finance”
	 	means, at any time, all funding provided to any member

of the Group for vehicle stock, used demonstrators and

consignment stock

	"Stocking Interest”
	 	means, in respect of any Relevant Period, interest

charged on funding provided for vehicle stock, used

demonstrators and consignment vehicles








	23.2	 	Financial condition






The Company shall ensure that:-




	 	23.2.1	 	EBITAR: Interest and Rental Payable: the ratio of Consolidated EBITAR to
Consolidated Interest and Rental Payable in respect of any Relevant Period shall not
be less than 1.55:1.






	 	23.2.2	 	Net Debt :Consolidated EBITDA: the ratio of Consolidated Net Borrowings to
Consolidated EBITDA less Stocking Interest in respect of any Relevant Period shall
not be more than 2.75:1






	 	23.2.3	 	Capital Expenditure: The aggregate Capital Expenditure of the Group in respect of
any Financial Year shall not exceed £50,000,000.






	23.3	 	Financial testing






The financial covenants set out in Clause 23.2 (Financial condition) shall be calculated
in accordance with the Accounting Principles and tested by reference to each of the
financial statements delivered pursuant to Clauses 22.1.1(a) and 22.1.2 and/or each
Compliance Certificate delivered pursuant to Clause 22.2 (Provision and contents of
Compliance Certificate).




	24.	 	GENERAL UNDERTAKINGS






The undertakings in this Clause 24 remain in force from the date of this Agreement for so
long as any amount is outstanding under the Finance Documents or any Commitment is in
force.



	 	 	 	 	 
	 	24.1	 	 	Authorisations and compliance with laws

Authorisations








Each Obligor shall promptly obtain, comply with and do all that is necessary to maintain
in full force and effect any Authorisation required under any law or regulation of a
Relevant Jurisdiction to:-




	 	24.1.1	 	enable it to perform its obligations under the Finance Documents;






	 	24.1.2	 	ensure the legality, validity, enforceability or admissibility in evidence of any
Finance Document; and






	 	24.1.3	 	carry on its business where failure to do so has or is reasonably likely to have a
Material Adverse Effect.






	24.2	 	Compliance with laws






Each Obligor shall (and the Parent and the Company shall ensure that each member of the
Group will) comply in all respects with all laws to which it may be subject, if failure so
to comply has or is reasonably likely to have a Material Adverse Effect.




	24.3	 	Environmental compliance






Each Obligor shall (and the Parent and the Company shall ensure that each member of the
Group will):-




	 	24.3.1	 	comply with all Environmental Law;






	 	24.3.2	 	obtain, maintain and ensure compliance with all requisite Environmental Permits;






	 	24.3.3	 	implement procedures to monitor compliance with and to prevent liability under any
Environmental Law,





	 	 	 
	24.4

	 	where failure to do so has or is reasonably likely to have a Material Adverse Effect.

Environmental claims







Each Obligor shall (through the Company), promptly upon becoming aware of the same, inform
the Agent in writing of:-




	 	24.4.1	 	any Environmental Claim against the Parent or any member of the Group which is
current, pending or threatened; and






	 	24.4.2	 	any facts or circumstances which are reasonably likely to result in any
Environmental Claim being commenced or threatened against any member of the Group,






where the claim, if determined against the Parent or that member of the Group, has or is
reasonably likely to have a Material Adverse Effect.




	24.5	 	Taxation






	 	24.5.1	 	Each Obligor shall (and the Parent and the Company shall ensure that each member
of the Group will) pay and discharge all Taxes imposed upon it or its assets within
the time period allowed without incurring penalties unless and only to the extent
that:-






	 	(a)	 	such payment is being contested in good faith;






	 	(b)	 	adequate reserves are being maintained for those
Taxes and the costs required to contest them which have been disclosed in
its latest financial statements delivered to the Agent under Clause 22.1
(Financial statements) or will be and are disclosed in the financial
statements to be delivered immediately following such Taxes being imposed;
and






	 	(c)	 	such payment can be lawfully withheld and failure to
pay those Taxes does not have or is not reasonably likely to have a
Material Adverse Effect.






	 	24.5.2	 	The Parent and no member of the Group may change its residence for Tax purposes.





	 	 	 	 	 
	 	24.6	 	 	Restrictions on business focus

Merger








No Obligor shall (and the Parent and the Company shall ensure that no other member of the
Group will) enter into any amalgamation, demerger, merger, consolidation or corporate
reconstruction other than a Permitted Transaction.




	24.7	 	Change of business






The Parent and the Company shall procure that no material change is made to the general
nature of the business of the Parent, the Company, the Obligors or the Group taken as a
whole from that carried on by the Group at the date of this Agreement. 




	24.8	 	Acquisitions






	 	24.8.1	 	Except as permitted under Clause 24.8.2 below, no Obligor shall (and the Parent
and the Company shall ensure that no other member of the Group will):-






	 	(a)	 	acquire a company or any shares or securities or a
business or undertaking (or, in each case, any interest in any of them);
or






	 	(b)	 	incorporate a company.






	 	24.8.2	 	Clause 24.8.1 above does not apply to an acquisition of a company, of shares,
securities or a business or undertaking (or, in each case, any interest in any of
them) or the incorporation of a company which is:-






	 	(a)	 	a Permitted Acquisition; or






	 	(b)	 	a Permitted Transaction.






	24.9	 	Joint ventures






	 	24.9.1	 	Except as permitted under Clause 24.9.2 below, no Obligor shall (and the Parent
and the Company shall ensure that no member of the Group will):-






	 	(a)	 	enter into, invest in or acquire (or agree to
acquire) any shares, stocks, securities or other interest in any Joint
Venture; or






	 	(b)	 	transfer any assets or lend to or guarantee or give
an indemnity for or give Security for the obligations of a Joint Venture
or maintain the solvency of or provide working capital to any Joint
Venture (or agree to do any of the foregoing).






	 	24.9.2	 	Clause 24.9.1 above does not apply to any acquisition of (or agreement to acquire)
any interest in a Joint Venture or transfer of assets (or agreement to transfer
assets) to a Joint Venture or loan made to or guarantee given in respect of the
obligations of a Joint Venture if such transaction is a Permitted Acquisition, a
Permitted Disposal, a Permitted Loan or a Permitted Joint Venture.





	 	 	 	 	 
	 	24.10	 	 	Restrictions on dealing with assets and Security

Preservation of assets








Each Obligor shall (and the Parent and the Company shall ensure that each member of the
Group will) maintain in good working order and condition (ordinary wear and tear excepted)
all of its assets necessary in the conduct of its business.




	24.11	 	Pari passu ranking






Each Obligor shall ensure that at all times any unsecured and unsubordinated claims of a
Finance Party or Hedge Counterparty against it under the Finance Documents rank at least
pari passu with the claims of all its other unsecured and unsubordinated creditors except
those creditors whose claims are mandatorily preferred by laws of general application to
companies.




	24.12	 	Negative pledge






In this Clause 24.12, “Quasi-Security” means an arrangement or transaction described in
Clause 24.12.2 below.




Except as permitted under Clause 24.12.3 below:-




	 	24.12.1	 	No Obligor shall (and the Parent and the Company shall ensure that no other
member of the Group will) create or permit to subsist any Security over any of its
assets.






	 	24.12.2	 	No Obligor shall (and the Parent and the Company shall ensure that no other
member of the Group will):-






	 	(a)	 	sell, transfer or otherwise dispose of any of its
assets on terms whereby they are or may be leased to or re-acquired by an
Obligor or any other member of the Group;






	 	(b)	 	sell, transfer or otherwise dispose of any of its
receivables on recourse terms;






	 	(c)	 	enter into any arrangement under which money or the
benefit of a bank or other account may be applied, set-off or made subject
to a combination of accounts; or






	 	(d)	 	enter into any other preferential arrangement having
a similar effect,






in circumstances where the arrangement or transaction is entered into primarily
as a method of raising Financial Indebtedness or of financing the acquisition
of an asset.




	 	24.12.3	 	Clauses 24.12.1 and 24.12.2 above do not apply to any Security or (as the case
may be) Quasi-Security, which is:-






	 	(a)	 	Permitted Security; or






	 	(b)	 	a Permitted Transaction.






	24.13	 	Disposals






	 	24.13.1	 	Except as permitted under Clause 24.13.2 below, no Obligor shall (and the Parent
and the Company shall ensure that no member of the Group will) enter into a single
transaction or a series of transactions (whether related or not) and whether
voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset.






	 	24.13.2	 	Clause 24.13.1 above does not apply to any sale, lease, transfer or other
disposal which is:-






	 	(a)	 	a Permitted Disposal; or






	 	(b)	 	a Permitted Transaction.





	 	 	 	 	 	 	 
	24.14	 	Arm's length basis
	 	 	 	24.14.1	 	 	Except as permitted by Clause 24.14.2 below:-








	 	(a)	 	no Obligor shall (and the Parent and the Company
shall ensure no member of the Group will) enter into any transaction with
any person except on arm’s length terms and for full market value; and






	 	(b)	 	the Parent shall ensure that no member of the German
Group will enter into any transaction with any person that is not a member
of the German Group except on arm’s length terms and for full market
value.






	 	24.14.2	 	The following transactions shall not be a breach of this Clause 24.14:-






	 	(a)	 	intra-Group loans permitted under Clause 24.15 (Loans
or credit);






	 	(b)	 	fees, costs and expenses payable under the Finance
Documents in the amounts set out in the Finance Documents delivered to the
Agent under Clause 4.1 (Initial conditions precedent) or agreed by the
Agent; and






	 	(c)	 	any Permitted Transaction.





	 	 	 	 	 
	 	24.15	 	 	Restrictions on movement of cash — cash out

Loans or credit








	 	24.15.1	 	Except as permitted under Clause 24.15.2 below, no Obligor shall (and the Parent
and the Company shall ensure that no member of the Group will) be a creditor in
respect of any Financial Indebtedness.






	 	24.15.2	 	Clause 24.15.1 above does not apply to:-






	 	(a)	 	a Permitted Loan; or






	 	(b)	 	a Permitted Transaction.






	24.16	 	No Guarantees or indemnities






	 	24.16.1	 	Except as permitted under Clause 24.16.2 below, no Obligor shall (and the Parent
and the Company shall ensure that no member of the Group will) incur or allow to
remain outstanding any guarantee in respect of any obligation of any person.






	 	24.16.2	 	Clause 24.16.1 does not apply to a guarantee which is:-






	 	(a)	 	a Permitted Guarantee; or






	 	(b)	 	a Permitted Transaction.






	24.17	 	Dividends and share redemption






	 	24.17.1	 	Except as permitted under Clause 24.17.2 below, the Parent and the Company shall
not (and the Parent and the Company will ensure that no other member of the Group
will):-






	 	(a)	 	declare, make or pay any dividend, charge, fee or
other distribution (or interest on any unpaid dividend, charge, fee or
other distribution) (whether in cash or in kind) on or in respect of its
share capital (or any class of its share capital);






	 	(b)	 	repay or distribute any dividend or share premium
reserve;






	 	(c)	 	pay or allow any member of the Group to pay any
management, advisory or other fee to or to the order of any of the
shareholders of the Parent or the Company; or






	 	(d)	 	redeem, repurchase, defease, retire or repay any of
its share capital or resolve to do so.






	 	24.17.2	 	Clause 24.17.1 above does not apply to:-






	 	(a)	 	a Permitted Distribution; or






	 	(b)	 	a Permitted Transaction (other than one referred to
in sub-clause (c) of the definition of that term).





	 	 	 	 	 
	 	24.18	 	 	Restrictions on movement of cash — cash in

Financial Indebtedness








	 	24.18.1	 	Except as permitted under Clause 24.18.2 below, no Obligor shall (and the Parent
and the Company shall ensure that no member of the Group will) incur or allow to
remain outstanding any Financial Indebtedness.






	 	24.18.2	 	Clause 24.18.1 above does not apply to Financial Indebtedness which is:-






	 	(a)	 	Permitted Financial Indebtedness; or






	 	(b)	 	a Permitted Transaction.






	24.19	 	Share capital






No Obligor shall (and the Parent and the Company shall ensure no member of the Group will)
issue any shares except pursuant to a Permitted Transaction.



	 	 	 	 	 
	 	24.20	 	 	Miscellaneous

Insurance








	 	24.20.1	 	Each Obligor shall (and the Parent and the Company shall ensure that each member
of the Group will) maintain insurances on and in relation to its business and assets
against those risks and to the extent as is usual for companies carrying on the same
or substantially similar business.






	 	24.20.2	 	All insurances must be with reputable independent insurance companies or
underwriters.






	24.21	 	Pensions






	 	24.21.1	 	The Parent and the Company shall ensure that each member of the Group, where
applicable, complies with its obligations under Part 3 of the Pensions Act 2004 in
respect of all pension schemes operated by or maintained for the benefit of members
of the Group and/or their employees and will ensure that no action or omission is
taken by the Parent, the Company or any other member of the Group in relation to
such a pension scheme which has or is reasonably likely to have a Material Adverse
Effect (including, without limitation, the termination or commencement of winding-up
proceedings of any such pension scheme or any member of the Group ceasing to employ
any member of such a pension scheme).






	 	24.21.2	 	Except for the DB Schemes the Parent and the Company shall ensure that neither
the Parent nor any member of the Group is or has been at any time an employer (for
the purposes of Sections 38 to 51 of the Pensions Act 2004) of an occupational
pension scheme which is not a money purchase scheme (both terms as defined in the
Pension Schemes Act 1993) or “connected” with or an “associate” of (as those terms
are used in sections 38 or 43 of the Pensions Act 2004) such an employer.






	 	24.21.3	 	The Parent and the Company shall deliver to the Agent at such times as those
reports are prepared in order to comply with the then current statutory or auditing
requirements (as applicable either to the trustees of any relevant schemes or to the
Parent and the Company), actuarial reports in relation to all pension schemes
mentioned in Clause 24.21.1 above.






	 	24.21.4	 	The Parent and the Company shall promptly notify the Agent of any material change
in the rate of contributions to any pension schemes mentioned in 24.21.1 above paid
or recommended to be paid (whether by the scheme actuary or otherwise) or required
(by law or otherwise).






	 	24.21.5	 	Each Obligor shall immediately notify the Agent of any investigation or proposed
investigation by the Pensions Regulator of which an Obligor becomes aware which may
lead to the issue of a Financial Support Direction or a Contribution Notice to it or
any other member of the Group.






	 	24.21.6	 	Each Obligor shall immediately notify the Agent if it receives a Financial
Support Direction or a Contribution Notice from the Pensions Regulator.






	24.22	 	Access






Each Obligor shall, and the Parent and the Company shall ensure that each member of the
Group will, (not more than once in every Financial Year unless the Agent reasonably
suspects a Default is continuing or may occur) permit the Agent and/or the Security Agent
and/or accountants or other professional advisers and contractors of the Agent or Security
Agent free access at all reasonable times and on reasonable notice to (a) the premises,
assets, books, accounts and records of each member of the Group and (b) meet and discuss
matters with the senior management of the Group (including the chief executive officer and
the chief financial officer).




	24.23	 	Service contracts






	 	24.23.1	 	The Parent and the Company must ensure that there is in place in respect of each
Obligor and each Material Company qualified management with appropriate skills.






	 	24.23.2	 	If either the chief financial officer or chief executive officer of the Group
ceases (whether by reason of death, retirement at normal retiring age or through ill
health or otherwise) to perform his or her duties as required under his or her
service contract the Parent must as soon as reasonably practicable thereafter:-






	 	(a)	 	notify the Agent; and






	 	(b)	 	after consultation with the Agent as to the identity
of such replacement person, find and appoint an adequately qualified
replacement for him or her as promptly as practicable.






	24.24	 	Intellectual Property






	 	24.24.1	 	Each Obligor shall (and the Parent and the Company shall procure that each Group
member will):-






	 	(a)	 	preserve and maintain the subsistence and validity of
the Intellectual Property necessary for the business of the relevant Group
member;






	 	(b)	 	use reasonable endeavours to prevent any infringement
in any material respect of the Intellectual Property;






	 	(c)	 	make registrations and pay all registration fees and
taxes necessary to maintain the Intellectual Property in full force and
effect and record its interest in that Intellectual Property;






	 	(d)	 	not use or permit the Intellectual Property to be
used in a way or take any step or omit to take any step in respect of that
Intellectual Property which may materially and adversely affect the
existence or value of the Intellectual Property or imperil the right of
any member of the Group to use such property; and






	 	(e)	 	not discontinue the use of the Intellectual Property,






where failure to do so, in the case of sub-clauses (a) and (b) and above, or,
in the case of sub-clauses (d) and (e) above, such use, permission to use,
omission or discontinuation, is reasonably likely to have a Material Adverse
Effect.




	 	24.24.2	 	Failure to comply with any part of Clause 24.24.1 above shall not be a breach of
this Clause 24.24 to the extent that any dealing with Intellectual Property which
would otherwise be a breach of Clause 24.24.1 is contemplated by the definition of
Permitted Transaction.






	24.25	 	Amendments






	 	24.25.1	 	No Obligor shall (and the Parent and the Company shall ensure that no member of
the Group will) amend, vary, novate, supplement, supersede, waive or terminate any
term of a Finance Document except in writing:-






	 	(a)	 	in accordance with the provisions of Clause 38
(Amendments and Waivers);






	 	(b)	 	to the extent that that amendment, variation,
novation, supplement, superseding, waiver or termination is permitted by
the Intercreditor Agreement; and






	 	(c)	 	after the Closing Date (other than an amendment which
is administrative or technical in nature), in a way which could not be
reasonably expected materially and adversely to affect the interests of
the Lenders.






	 	24.25.2	 	The Parent and the Company shall promptly supply to the Agent a copy of any
document relating to any of the matters referred to in sub-clauses (a) to (c) above.






	24.26	 	Financial assistance






Each Obligor shall (and the Parent and the Company shall procure each member of the Group
will) comply in all respects with sections 678 and 679 of the Companies Act 2006 and any
equivalent legislation in other jurisdictions including in relation to the execution of
the Transaction Security Documents and payment of amounts due under this Agreement.




	24.27	 	Group bank accounts






	 	24.27.1	 	Except as permitted under Clause 24.27.2 below, the Parent and the Company shall
ensure that all bank accounts of the Parent and the Group shall be opened and
maintained with a Finance Party or an Affiliate of a Finance Party and are subject
to valid Security under the Transaction Security Documents.






	 	24.27.2	 	Clause 24.27.1 above does not apply to bank accounts of any business or company
which is acquired by any member of the Group after the Closing Date where such bank
account is in existence prior to the date on which that business or company becomes
a member of the Group, provided that such bank account shall be closed within one
month of the date of completion of the relevant acquisition.






	24.28	 	Treasury Transactions






No Obligor shall (and the Parent and the Company will procure that no members of the Group
will) enter into any Treasury Transaction, other than a Permitted Treasury Transaction.




	24.29	 	Further assurance






	 	24.29.1	 	Subject to the Agreed Security Principles, each Obligor shall (and the Parent and
the Company shall procure that each member of the Group will) promptly do all such
acts or execute all such documents (including assignments, transfers, mortgages,
charges, notices and instructions) as the Security Agent may reasonably specify (and
in such form as the Security Agent may reasonably require in favour of the Security
Agent or its nominee(s)):-






	 	(a)	 	to perfect the Security created or intended to be
created under or evidenced by the Transaction Security Documents (which
may include the execution of a mortgage, charge, assignment or other
Security over all or any of the assets which are, or are intended to be,
the subject of the Transaction Security) or for the exercise of any
rights, powers and remedies of the Security Agent or the Finance Parties
provided by or pursuant to the Finance Documents or by law;






	 	(b)	 	to confer on the Security Agent or confer on the
Finance Parties Security over any property and assets of that Obligor
located in any jurisdiction equivalent or similar to the Security intended
to be conferred by or pursuant to the Transaction Security Documents;
and/or






	 	(c)	 	to facilitate the realisation of the assets which
are, or are intended to be, the subject of the Transaction Security.






	 	24.29.2	 	Each Obligor shall (and the Parent and the Company shall procure that each member
of the Group shall) take all such action as is available to it (including making all
filings and registrations) as may be necessary for the purpose of the creation,
perfection, protection or maintenance of any Security conferred or intended to be
conferred on the Security Agent or the Finance Parties by or pursuant to the Finance
Documents.






	 	24.29.3	 	In the event that:






	 	(a)	 	the provisions of Clause 24.32.1 are not complied
with; and/or






	 	(b)	 	the aggregate of earnings before interest, tax,
depreciation and amortisation (calculated on the same basis as
Consolidated EBITDA, as defined in Clause 23 (Financial Covenants) but on
the basis that references in the definition of Consolidated EBITDA and
related definitions to “Group” shall be to the German Group) of the German
Group and the aggregate gross assets, the aggregate net assets and
aggregate turnover of the German Group (in each case calculated on an
unconsolidated basis and excluding all intra-group items and investment in
Subsidiaries of any member of the German Group) exceeds 10 per cent of the
consolidated earnings before interest, tax, depreciation and amortisation
(calculated on the same basis as Consolidated EBITDA, as defined in Clause
23 (Financial Covenants) but on the basis that references in the
definition of Consolidated EBITDA and related definitions to “Group” shall
be to the UAG Group) of the UAG Group and consolidated gross assets,
consolidated net assets and consolidated turnover of the UAG Group (the
“German Group Threshold Test”),






the Parent shall as soon as reasonably practicable following the earlier of (i)
the Agent giving notice to the Parent and (ii) the Parent or an Obligor
becoming aware of the failure to so comply with the provisions of
Clause 24.32.1 or the German Group Threshold Test being exceeded (as the case
may be), execute and deliver to the Security Agent a charge over the shares
held by the Parent in PAE GmbH (in such form as the Security Agent may
reasonably require) in favour of the Security Agent or its nominee(s) (the
“German Share Charge”) together with such legal opinions (in form and substance
and from legal counsel satisfactory to the Security Agent) relating to the
German Share Charge as the Security Agent may reasonably require and any
notices or documents required to be given or executed under the terms of the
German Share Charge.




	24.30	 	Syndication, Assignment or Transfer






	 	24.30.1	 	The Obligors acknowledge that a Lender may syndicate all or any part of the
Facility, assign any of its rights or transfer by novation any of its rights and
obligations (a “Syndication, Assignment or Transfer”) under any Finance Document in
accordance with Clause 26 (Changes to the Lenders). Where a Syndication, Assignment
or Transfer is to be effected in accordance with Clause 26 (Changes to the Lenders),
the Company shall enter into negotiations in good faith for a period of time of not
longer than 60 days (the “Time Limit”) with a view to agreeing all amendments to any
Finance Document and/or replacement of or variation to any document and all
ancillary documentation required by the relevant Lender and any New Lender (as
defined in Clause 26.1 (Assignments and transfers by the Lenders)) to effect the
Syndication, Assignment or Transfer.






	 	24.30.2	 	Upon the request of the Agent, the Company shall supply, or procure the supply
of, such documentation and other evidence as is reasonably requested by the Agent
(on behalf of a relevant Lender, whether for itself or on behalf of any prospective
New Lender) in order for any prospective New Lender to carry out and be satisfied it
has complied with all necessary “know your customer” or other similar checks under
all applicable laws and regulations pursuant to the transactions contemplated in
each Finance Document.






	 	24.30.3	 	The Company agrees to meet all reasonable costs, charges and expenses incurred
(including the reasonable fees and expenses of any legal and other professional
advisors whether directly employed by the Agent, the relevant Lender or any
prospective New Lender or who provide other services to the Agent, the relevant
Lender or any prospective New Lender) by the Agent, the relevant Lender and/or any
prospective New Lender in connection with any proposed Syndication, Assignment or
Transfer.






	24.31	 	Wider group loans






No Obligor shall and the Parent and the Company shall procure that no member of the Group
will) make any loan to or repay or pay any principal or interest on any loan granted to it
by any member of the German Group except with the prior written consent of the Agent (such
consent not to be unreasonably withheld or delayed).




	24.32	 	Guarantors






	 	24.32.1	 	The Parent and the Company shall ensure that at all times after the Closing Date,
the aggregate of earnings before interest, tax, depreciation and amortisation
(calculated on the same basis as Consolidated EBITDA, as defined in Clause 23
(Financial Covenants)) of the Guarantors (other than the Parent) and the aggregate
gross assets, the aggregate net assets and aggregate turnover of the Guarantors
(other than the Parent) (in each case calculated on an unconsolidated basis and
excluding all intra-group items and investment in Subsidiaries of any member of the
Group) represents not less than 90 per cent of Consolidated EBITDA (as defined in
Clause 23 (Financial Covenants)) and consolidated gross assets, consolidated net
assets and consolidated turnover of the Group.






	 	24.32.2	 	The Parent and the Company need only perform its obligations under Clause 24.32.1
above if it is not unlawful for the relevant person to become a Guarantor and that
person becoming a Guarantor would not result in personal liability for that person’s
directors or other management. Each Obligor must use, and must procure that the
relevant person uses, all reasonable endeavours lawfully available to avoid any such
unlawfulness or personal liability. This includes agreeing to a limit on the amount
guaranteed. The Agent may (but shall not be obliged to) agree to such a limit if,
in its opinion, to do so would avoid the relevant unlawfulness or personal
liability.






	24.33	 	Conditions subsequent






	 	24.33.1	 	Each Obligor must use, and must procure that any other member of the Group that
is a potential provider of Transaction Security uses, all reasonable endeavours
lawfully available to avoid or mitigate the constraints on the provision of Security
provided for in the Agreed Security Principles.






	 	24.33.2	 	The Parent and the Company shall procure that the Vehicle Financier Deed of
Priority to be entered into by Mercedes-Benz Bank AG UK Branch, Cruickshank Motors
Limited, the Bilateral Overdraft Lender and the Security Agent is entered into by
all parties to that deed and delivered to the Agent on or before the date falling
45 days after the date of this Agreement.






	 	24.33.3	 	At the same time as the facility referred to in paragraph (m) of the definition
of Permitted Financial Indebtedness is made available to the Company, the Parent and
the Company shall (and shall ensure that each other member of the Group which is a
party to the Intercreditor Agreement will) enter into such amendment agreement to
the Intercreditor Agreement as the Agent shall require in order to, among other
things, regulate the priority of such new facility, the Facility and the overdraft
made available pursuant to the terms of the NatWest Overdraft Letter.






	25.	 	EVENTS OF DEFAULT






Each of the events or circumstances set out in this Clause 25 is an Event of Default (save
for Clause 25.18 (Acceleration).




	25.1	 	Non-payment






An Obligor does not pay on the due date any amount payable pursuant to a Finance Document
at the place at and in the currency in which it is expressed to be payable unless:-




	 	25.1.1	 	its failure to pay is caused by:-






	 	(a)	 	administrative or technical error; or






	 	(b)	 	a Disruption Event; and






	 	25.1.2	 	payment is made within three Business Days of its due date.






	25.2	 	Financial covenants and other obligations






	 	25.2.1	 	Any requirement of Clause 23 (Financial covenants) is not satisfied or an Obligor
does not comply with the provisions of Clause 22 (Information Undertakings), Clause
24.10 (Preservation of assets), Clause 24.11 (Pari passu ranking), Clause 24.12
(Negative pledge), Clause 24.13 (Disposals), Clause 24.14 (Arm’s length basis),
Clause 24.15 (Loans or credit), Clause 24.16 (No Guarantees or indemnities), Clause
24.17 (Dividends and share redemption) and/or Clause 24.18 (Financial Indebtedness).






	 	25.2.2	 	An Obligor does not comply with any provision of any Transaction Security
Document.






	25.3	 	Other obligations






	 	25.3.1	 	An Obligor does not comply with any provision of the Finance Documents (other than
those referred to in Clause 25.1 (Non-payment) and Clause 25.2 (Financial covenants
and other obligations)).






	 	25.3.2	 	No Event of Default under Clause 25.3.1 above will occur if the failure to comply
is capable of remedy and is remedied within 7 Business Days of the earlier of (i)
the Agent giving notice to the Company or relevant Obligor and (ii) the Company or
an Obligor becoming aware of the failure to comply.






	25.4	 	Misrepresentation






Any representation or statement made or deemed to be made by an Obligor in the Finance
Documents or any other document delivered by or on behalf of any Obligor under or in
connection with any Finance Document is or proves to have been incorrect or misleading
when made or deemed to be made.




	25.5	 	Cross default






	 	25.5.1	 	Any Financial Indebtedness of the Parent or any member of the Group is not paid
when due nor within any originally applicable grace period.






	 	25.5.2	 	Any Financial Indebtedness of the Parent or any member of the Group is declared to
be or otherwise becomes due and payable prior to its specified maturity as a result
of an event of default (however described).






	 	25.5.3	 	Any commitment for any Financial Indebtedness of the Parent or any member of the
Group is cancelled or suspended by a creditor of the Parent or any member of the
Group as a result of an event of default (however described).






	 	25.5.4	 	Any creditor of the Parent or any member of the Group becomes entitled to declare
any Financial Indebtedness of the Parent or any member of the Group due and payable
prior to its specified maturity as a result of an event of default (however
described).






	 	25.5.5	 	No Event of Default will occur under this Clause 25.5 if:-






	 	(a)	 	the aggregate amount of Financial Indebtedness or
commitment for Financial Indebtedness falling within Clauses 25.5.1 to
25.5.4 above is less than £3,000,000 (or its equivalent in any other
currency or currencies); or






	 	(b)	 	the Financial Indebtedness or commitment for
Financial Indebtedness arises under the NatWest Overdraft Letter unless
any amount demanded in accordance with the terms of the NatWest Overdraft
Letter has not been paid within 30 days of demand.






	25.6	 	Insolvency






	 	25.6.1	 	The Parent or any member of the Group is unable or admits inability to pay its
debts as they fall due or is deemed to or declared to be unable to pay its debts
under applicable law, suspends or threatens to suspend making payments on any of its
debts or, by reason of actual or anticipated financial difficulties, commences
negotiations with one or more of its creditors with a view to rescheduling any of
its indebtedness.






	 	25.6.2	 	The value of the assets of the Parent or any member of the Group is less than its
liabilities (taking into account contingent and prospective liabilities).






	 	25.6.3	 	A moratorium is declared in respect of any indebtedness of the Parent or any
member of the Group. If a moratorium occurs, the ending of the moratorium will not
remedy any Event of Default caused by that moratorium.






	25.7	 	Insolvency proceedings






	 	25.7.1	 	Any corporate action, legal proceedings or other procedure or step is taken in
relation to:-






	 	(a)	 	the suspension of payments, a moratorium of any
indebtedness, winding-up, dissolution, administration or reorganisation
(by way of voluntary arrangement, scheme of arrangement or otherwise) of
the Parent or any member of the Group;






	 	(b)	 	a composition, compromise, assignment or arrangement
with any creditor of the Parent or any member of the Group;






	 	(c)	 	the appointment of a liquidator, receiver,
administrative receiver, administrator, compulsory manager or other
similar officer in respect of the Parent or any member of the Group or any
of its assets; or






	 	(d)	 	enforcement of any Security over any assets of the
Parent or any member of the Group,





	 	 	 	 	 
	 	25.7.2	 	 	or any analogous procedure or step is taken in any jurisdiction.

Clause 25.7.1 shall not apply to:-








	 	(a)	 	any corporate action, legal proceedings or other
similar procedure initiated by a person which is not the Parent or a
member of the Group which is frivolous or vexatious and is discharged,
stayed or dismissed within 14 days of commencement; or






	 	(b)	 	any step or procedure contemplated by sub-clause (b)
of the definition of Permitted Transaction.






	25.8	 	Creditors’ process






Any expropriation, attachment, sequestration, distress or execution or any analogous
process in any jurisdiction affects any asset or assets of the Parent or a member of the
Group having an aggregate value of £3,000,000 and is not discharged within 14 days.




	25.9	 	Unlawfulness and invalidity






	 	25.9.1	 	It is or becomes unlawful for an Obligor or any other member of the Group that is
a party to the Intercreditor Agreement to perform any of its obligations under the
Finance Documents or any Transaction Security created or expressed to be created or
evidenced by the Transaction Security Documents ceases to be effective or any
subordination created under the Intercreditor Agreement is or becomes unlawful.






	 	25.9.2	 	Any obligation or obligations of any Obligor under any Finance Documents or any
other member of the Group under the Intercreditor Agreement are not (subject to the
Legal Reservations) or cease to be legal, valid, binding or enforceable and the
cessation individually or cumulatively materially and adversely affects the
interests of the Lenders under the Finance Documents.






	 	25.9.3	 	Any Finance Document ceases to be in full force and effect or any Transaction
Security or any subordination created under the Intercreditor Agreement ceases to be
legal, valid, binding, enforceable or effective or is alleged by a party to it
(other than a Finance Party) to be ineffective.






	25.10	 	Intercreditor Agreement






	 	25.10.1	 	Any party to the Intercreditor Agreement (other than a Finance Party or an
Obligor) fails to comply with the provisions of, or does not perform its obligations
under, the Intercreditor Agreement; or






	 	25.10.2	 	a representation or warranty given by that party in the Intercreditor Agreement
is incorrect in any material respect.






	25.11	 	Cessation of business






The Parent or any member of the Group suspends or ceases to carry on (or threatens to
suspend or cease to carry on) all or a material part of its business except as a result of
a Permitted Disposal or a Permitted Transaction.




	25.12	 	Expropriation






The authority or ability of the Parent or any member of the Group to conduct its business
is limited or wholly or substantially curtailed by any seizure, expropriation,
nationalisation, intervention, restriction or other action by or on behalf of any
governmental, regulatory or other authority or other person in relation to the Parent or
any member of the Group or any of its assets where such occurrence has or is reasonably
likely to have a Material Adverse Effect.




	25.13	 	Repudiation and rescission of agreements






	 	25.13.1	 	An Obligor rescinds or purports to rescind or repudiates or purports to repudiate
a Finance Document or any of the Transaction Security or evidences an intention to
rescind or repudiate a Finance Document or any Transaction Security.






	 	25.13.2	 	Any party (other than a Finance Party) to the Intercreditor Agreement rescinds or
purports to rescind or repudiates or purports to repudiate the Intercreditor
Agreement in whole or in part where to do so has or is, in the reasonable opinion of
the Majority Lenders, likely to have a material adverse effect on the interests of
the Lenders under the Finance Documents.






	25.14	 	Litigation






Any litigation, arbitration, administrative, governmental, regulatory or other
investigations, proceedings or disputes are commenced or threatened in relation to the
Finance Documents or the transactions contemplated in the Finance Documents or against any
member of the Group or its assets which has or is reasonably likely to have a Material
Adverse Effect.




	25.15	 	Pensions






The Pensions Regulator issues a Contribution Notice to the Parent or any member of the
Group unless the aggregate liability of the Obligors under all Contribution Notices is
less than £20,000,000.




	25.16	 	Franchise Agreements






Any breach occurs under any Material Franchising Agreement which has or is reasonably
likely to have a Material Adverse Effect.




	25.17	 	Material adverse change






Any event or circumstance occurs which the Majority Lenders reasonably believe has or is
reasonably likely to have a Material Adverse Effect.




	25.18	 	Acceleration






On and at any time after the occurrence of an Event of Default which is continuing the
Agent may, and shall if so directed by the Majority Lenders, by notice to the Company:-




	 	25.18.1	 	cancel the Total Commitments and/or Ancillary Commitments at which time they
shall immediately be cancelled;






	 	25.18.2	 	declare that all or part of the Utilisations, together with accrued interest, and
all other amounts accrued or outstanding under the Finance Documents be immediately
due and payable, at which time they shall become immediately due and payable;






	 	25.18.3	 	declare that all or part of the Utilisations be payable on demand, at which time
they shall immediately become payable on demand by the Agent on the instructions of
the Majority Lenders;






	 	25.18.4	 	declare all or any part of the amounts (or cash cover in relation to those
amounts) outstanding under the Ancillary Facilities to be immediately due and
payable, at which time they shall become immediately due and payable;






	 	25.18.5	 	declare that all or any part of the amounts (or cash cover in relation to those
amounts) outstanding under the Ancillary Facilities be payable on demand, at which
time they shall immediately become payable on demand by the Agent on the
instructions of the Majority Lenders; and/or






	 	25.18.6	 	exercise or direct the Security Agent to exercise any or all of its rights,
remedies, powers or discretions under the Finance Documents.




8









SECTION 9

CHANGES TO PARTIES





	26.	 	CHANGES TO THE LENDERS






	26.1	 	Assignments and transfers by the Lenders






Subject to this Clause 26 and to Clause 27 (Restriction on Debt Purchase Transactions) a
Lender (the “Existing Lender”) may:-




	 	26.1.1	 	assign any of its rights; or






	 	26.1.2	 	transfer by novation any of its rights and obligations,






under any Finance Document to another bank or financial institution or to a trust, fund or
other entity which is regularly engaged in or established for the purpose of making,
purchasing or investing in loans, securities or other financial assets (the “New Lender”).




	26.2	 	Conditions of assignment or transfer






	 	26.2.1	 	The consent of the Parent is required for an assignment or transfer by an Existing
Lender, unless the assignment or transfer is:-






	 	(a)	 	to another Lender or an Affiliate of a Lender;






	 	(b)	 	if the Existing Lender is a fund, to a fund which is
a Related Fund of the Existing Lender; or






	 	(c)	 	made at a time when an Event of Default is
continuing.






	 	26.2.2	 	The consent of the Parent to an assignment or transfer must not be unreasonably
withheld or delayed. The Parent will be deemed to have given its consent 5 Business
Days after the Existing Lender has requested it unless consent is expressly refused
by the Parent within that time.






	 	26.2.3	 	The consent of the Parent to an assignment or transfer must not be withheld solely
because the assignment or transfer may result in an increase to the Mandatory Cost.






	 	26.2.4	 	An assignment will only be effective on:-






	 	(a)	 	receipt by the Agent (whether in the Assignment
Agreement or otherwise) of written confirmation from the New Lender (in
form and substance satisfactory to the Agent) that the New Lender will
assume the same obligations to the other Finance Parties and the other
Secured Parties as it would have been under if it was an Original Lender;






	 	(b)	 	the New Lender entering into the documentation
required for it to accede as a party to the Intercreditor Agreement; and






	 	(c)	 	the performance by the Agent of all necessary “know
your customer” or other similar checks under all applicable laws and
regulations in relation to such assignment to a New Lender, the completion
of which the Agent shall promptly notify to the Existing Lender and the
New Lender.






	 	26.2.5	 	A transfer will only be effective if the New Lender enters into the documentation
required for it to accede as a party to the Intercreditor Agreement and if the
procedure set out in Clause 26.5 (Procedure for transfer) is complied with.






	 	26.2.6	 	If:-






	 	(a)	 	a Lender assigns or transfers any of its rights or
obligations under the Finance Documents or changes its Facility Office;
and






	 	(b)	 	as a result of circumstances existing at the date the
assignment, transfer or change occurs, an Obligor would be obliged to make
a payment to the New Lender or Lender acting through its new Facility
Office under Clause 16 (Increased Costs),






then the New Lender or Lender acting through its new Facility Office is only
entitled to receive payment under that Clause to the same extent as the
Existing Lender or Lender acting through its previous Facility Office would
have been if the assignment, transfer or change had not occurred.




	 	26.2.7	 	Each New Lender, by executing the relevant Transfer Certificate or Assignment
Agreement, confirms, for the avoidance of doubt, that the Agent has authority to
execute on its behalf any amendment or waiver that has been approved by or on behalf
of the requisite Lender or Lenders in accordance with this Agreement on or prior to
the date on which the transfer or assignment becomes effective in accordance with
this Agreement and that it is bound by that decision to the same extent as the
Existing Lender would have been had it remained a Lender.






	26.3	 	Assignment or transfer fee






Unless the Agent otherwise agrees and excluding an assignment or transfer (i) to an
Affiliate of a Lender, (ii) to a Related Fund or (iii) made in connection with primary
syndication of the Facilities, the New Lender shall, on the date upon which an assignment
or transfer takes effect, pay to the Agent (for its own account) a fee of £2,500.




	26.4	 	Limitation of responsibility of Existing Lenders






	 	26.4.1	 	Unless expressly agreed to the contrary, an Existing Lender makes no
representation or warranty and assumes no responsibility to a New Lender for:-






	 	(a)	 	the legality, validity, effectiveness, adequacy or
enforceability of the Finance Documents, the Transaction Security or any
other documents;






	 	(b)	 	the financial condition of any Obligor;






	 	(c)	 	the performance and observance by any Obligor or any
other member of the Group of its obligations under the Finance Documents
or any other documents; or






	 	(d)	 	the accuracy of any statements (whether written or
oral) made in or in connection with any Finance Document or any other
document,






and any representations or warranties implied by law are excluded.




	 	26.4.2	 	Each New Lender confirms to the Existing Lender, the other Finance Parties and the
Secured Parties that it:-






	 	(a)	 	has made (and shall continue to make) its own
independent investigation and assessment of the financial condition and
affairs of each Obligor and its related entities in connection with its
participation in this Agreement and has not relied exclusively on any
information provided to it by the Existing Lender or any other Finance
Party in connection with any Finance Document or the Transaction Security;
and






	 	(b)	 	will continue to make its own independent appraisal
of the creditworthiness of each Obligor and its related entities whilst
any amount is or may be outstanding under the Finance Documents or any
Commitment is in force.






	 	26.4.3	 	Nothing in any Finance Document obliges an Existing Lender to:-






	 	(a)	 	accept a re-transfer or re-assignment from a New
Lender of any of the rights and obligations assigned or transferred under
this Clause 26; or






	 	(b)	 	support any losses directly or indirectly incurred by
the New Lender by reason of the non-performance by any Obligor of its
obligations under the Transaction Documents or otherwise.






	26.5	 	Procedure for transfer






	 	26.5.1	 	Subject to the conditions set out in Clause 26.2 (Conditions of assignment or
transfer) a transfer is effected in accordance with Clause 26.5.3 below when the
Agent executes an otherwise duly completed Transfer Certificate delivered to it by
the Existing Lender and the New Lender. The Agent shall, subject to Clause 26.5.2
below, as soon as reasonably practicable after receipt by it of a duly completed
Transfer Certificate appearing on its face to comply with the terms of this
Agreement and delivered in accordance with the terms of this Agreement, execute that
Transfer Certificate.






	 	26.5.2	 	The Agent shall only be obliged to execute a Transfer Certificate delivered to it
by the Existing Lender and the New Lender once it is satisfied it has complied with
all necessary “know your customer” or similar other checks under all applicable laws
and regulations in relation to the transfer to such New Lender.






	 	26.5.3	 	Subject to Clause 26.10 (Pro rata interest settlement), on the Transfer Date:-






	 	(a)	 	to the extent that in the Transfer Certificate the
Existing Lender seeks to transfer by novation its rights and obligations
under the Finance Documents and in respect of the Transaction Security
each of the Obligors and the Existing Lender shall be released from
further obligations towards one another under the Finance Documents and in
respect of the Transaction Security and their respective rights against
one another under the Finance Documents and in respect of the Transaction
Security shall be cancelled (being the “Discharged Rights and
Obligations”);






	 	(b)	 	each of the Obligors and the New Lender shall assume
obligations towards one another and/or acquire rights against one another
which differ from the Discharged Rights and Obligations only insofar as
that Obligor or other member of the Group and the New Lender have assumed
and/or acquired the same in place of that Obligor and the Existing Lender;






	 	(c)	 	the Agent, the Arranger, the Security Agent, the New
Lender, the other Lenders and any relevant Ancillary Lender shall acquire
the same rights and assume the same obligations between themselves and in
respect of the Transaction Security as they would have acquired and
assumed had the New Lender been an Original Lender with the rights, and/or
obligations acquired or assumed by it as a result of the transfer and to
that extent the Agent, the Arranger, the Security Agent and any relevant
Ancillary Lender and the Existing Lender shall each be released from
further obligations to each other under the Finance Documents; and






	 	(d)	 	the New Lender shall become a Party as a “Lender”.






	26.6	 	Procedure for assignment






	 	26.6.1	 	Subject to the conditions set out in Clause 26.2 (Conditions of assignment or
transfer) an assignment may be effected in accordance with Clause 26.6.3 below when
the Agent executes an otherwise duly completed Assignment Agreement delivered to it
by the Existing Lender and the New Lender. The Agent shall, subject to
Clause 26.6.2 below, as soon as reasonably practicable after receipt by it of a duly
completed Assignment Agreement appearing on its face to comply with the terms of
this Agreement and delivered in accordance with the terms of this Agreement, execute
that Assignment Agreement.






	 	26.6.2	 	The Agent shall only be obliged to execute an Assignment Agreement delivered to it
by the Existing Lender and the New Lender once it is satisfied it has complied with
all necessary “know your customer” or other similar checks under all applicable laws
and regulations in relation to the assignment to such New Lender.






	 	26.6.3	 	Subject to Clause 26.10 (Pro rata interest settlement), on the Transfer Date:-






	 	(a)	 	the Existing Lender will assign absolutely to the New
Lender its rights under the Finance Documents and in respect of the
Transaction Security expressed to be the subject of the assignment in the
Assignment Agreement;






	 	(b)	 	the Existing Lender will be released from the
obligations (the “Relevant Obligations”) expressed to be the subject of
the release in the Assignment Agreement (and any corresponding obligations
by which it is bound in respect of the Transaction Security); and






	 	(c)	 	the New Lender shall become a Party as a “Lender” and
will be bound by obligations equivalent to the Relevant Obligations.






	 	26.6.4	 	Lenders may utilise procedures other than those set out in this Clause 26.6 to
assign their rights under the Finance Documents (but not, without the consent of the
relevant Obligor or unless in accordance with Clause 26.5 (Procedure for transfer),
to obtain a release by that Obligor from the obligations owed to that Obligor by the
Lenders nor the assumption of equivalent obligations by a New Lender) provided that
they comply with the conditions set out in Clause 26.2 (Conditions of assignment or
transfer).






	26.7	 	Copy of Transfer Certificate, Assignment Agreement or Increase Confirmation to Company






The Agent shall, as soon as reasonably practicable after it has executed a Transfer
Certificate, an Assignment Agreement or an Increase Confirmation, send to the Company a
copy of that Transfer Certificate, Assignment Agreement or Increase Confirmation.




	26.8	 	Accession of Hedge Counterparties






Any person which becomes a party to the Intercreditor Agreement as a Hedge Counterparty
shall, at the same time, become a Party to this Agreement as a Hedge Counterparty in
accordance with clause 20.5.2 (Deeds of Accession) of the Intercreditor Agreement.




	26.9	 	Security over Lenders’ rights






In addition to the other rights provided to Lenders under this Clause 26, each Lender may
without consulting with or obtaining consent from any Obligor, at any time charge, assign
or otherwise create Security in or over (whether by way of collateral or otherwise) all or
any of its rights under any Finance Document to secure obligations of that Lender
including, without limitation:-




	 	26.9.1	 	any charge, assignment or other Security to secure obligations to a federal
reserve or central bank; and






	 	26.9.2	 	in the case of any Lender which is a fund, any charge, assignment or other
Security granted to any holders (or trustee or representatives of holders) of
obligations owed, or securities issued, by that Lender as security for those
obligations or securities,






except that no such charge, assignment or Security shall:-




	 	(a)	 	release a Lender from any of its obligations under
the Finance Documents or substitute the beneficiary of the relevant
charge, assignment or other Security for the Lender as a party to any of
the Finance Documents; or






	 	(b)	 	require any payments to be made by an Obligor or
grant to any person any more extensive rights than those required to be
made or granted to the relevant Lender under the Finance Documents.






	26.10	 	Pro rata interest settlement






If the Agent has notified the Lenders that it is able to distribute interest payments on a
“pro rata basis” to Existing Lenders and New Lenders then (in respect of any transfer
pursuant to Clause 26.5 (Procedure for transfer) or any assignment pursuant to Clause 26.6
(Procedure for assignment) the Transfer Date of which, in each case, is after the date of
such notification and is not on the last day of an Interest Period):-




	 	26.10.1	 	any interest or fees in respect of the relevant participation which are expressed
to accrue by reference to the lapse of time shall continue to accrue in favour of
the Existing Lender up to but excluding the Transfer Date (“Accrued Amounts”) and
shall become due and payable to the Existing Lender (without further interest
accruing on them) on the last day of the current Interest Period (or, if the
Interest Period is longer than six Months, on the next of the dates which falls at
six Monthly intervals after the first day of that Interest Period); and






	 	26.10.2	 	the rights assigned or transferred by the Existing Lender will not include the
right to the Accrued Amounts so that, for the avoidance of doubt:-






	 	(a)	 	when the Accrued Amounts become payable, those
Accrued Amounts will be payable for the account of the Existing Lender;
and






	 	(b)	 	the amount payable to the New Lender on that date
will be the amount which would, but for the application of this
Clause 26.10, have been payable to it on that date, but after deduction of
the Accrued Amounts.






	27.	 	RESTRICTION ON DEBT PURCHASE TRANSACTIONS






	27.1	 	Prohibition on Debt Purchase Transactions by the Group






Neither the Parent nor the Company shall procure that each other member of the Group shall
not, enter into any Debt Purchase Transaction or beneficially own all or any part of the
share capital of a company that is a Lender or a party to a Debt Purchase Transaction of
the type referred to in sub-clauses (b) or (c) of the definition of Debt Purchase
Transaction.




	27.2	 	Disenfranchisement on Debt Purchase Transactions entered into by Sponsor Affiliates






	 	27.2.1	 	For so long as a Sponsor Affiliate (i) beneficially owns a Commitment or (ii) has
entered into a sub-participation agreement relating to a Commitment or other
agreement or arrangement having a substantially similar economic effect and such
agreement or arrangement has not been terminated:-






	 	(a)	 	in ascertaining the Majority Lenders or whether any
given percentage (including, for the avoidance of doubt, unanimity) of the
Total Commitments has been obtained to approve any request for a consent,
waiver, amendment or other vote under the Finance Documents such
Commitment shall be deemed to be zero; and






	 	(b)	 	for the purposes of Clause 38.3 (Exceptions), such
Sponsor Affiliate or the person with whom it has entered into such
sub-participation, other agreement or arrangement shall be deemed not to
be a Lender (unless in the case of a person not being a Sponsor Affiliate
it is a Lender by virtue otherwise than by beneficially owning the
relevant Commitment).






	 	27.2.2	 	Each Lender shall, unless such Debt Purchase Transaction is an assignment or
transfer, promptly notify the Agent in writing if it knowingly enters into a Debt
Purchase Transaction with a Sponsor Affiliate (a "Notifiable Debt Purchase
Transaction”), such notification to be substantially in the form set out in Part 1
of Schedule 13 (Forms of Notifiable Debt Purchase Transaction Notice).






	 	27.2.3	 	A Lender shall promptly notify the Agent if a Notifiable Debt Purchase Transaction
to which it is a party:-






	 	(a)	 	is terminated; or






	 	(b)	 	ceases to be with a Sponsor Affiliate,






such notification to be substantially in the form set out in Part 2 of
Schedule 13 (Forms of Notifiable Debt Purchase Transaction Notice).




	 	27.2.4	 	Each Sponsor Affiliate that is a Lender agrees that:-






	 	(a)	 	in relation to any meeting or conference call to
which all the Lenders are invited to attend or participate, it shall not
attend or participate in the same if so requested by the Agent or, unless
the Agent otherwise agrees, be entitled to receive the agenda or any
minutes of the same; and






	 	(b)	 	in its capacity as Lender, unless the Agent otherwise
agrees, it shall not be entitled to receive any report or other document
prepared at the behest of, or on the instructions of, the Agent or one or
more of the Lenders.






	28.	 	CHANGES TO THE OBLIGORS






	28.1	 	Assignment and transfers by Obligors






No Obligor or any other member of the Group may assign any of its rights or transfer any
of its rights or obligations under the Finance Documents.




	28.2	 	Additional Borrowers






	 	28.2.1	 	Subject to compliance with the provisions of Clauses 22.10.3 and 22.10.4, the
Company may request that any of its wholly owned Subsidiaries which is not a Dormant
Subsidiary becomes a Borrower. That Subsidiary shall become a Borrower if:-






	 	(a)	 	all the Lenders approve the addition of that
Subsidiary;






	 	(b)	 	the Company and that Subsidiary deliver to the Agent
a duly completed and executed Accession Deed;






	 	(c)	 	the Subsidiary is (or becomes) a Guarantor on or
prior to becoming a Borrower;






	 	(d)	 	the Company confirms that no Default is continuing or
would occur as a result of that Subsidiary becoming an Additional
Borrower; and






	 	(e)	 	the Agent has received all of the documents and other
evidence listed in Part 2 of Schedule 2 (Conditions precedent) in relation
to that Additional Borrower, each in form and substance satisfactory to
the Agent (acting reasonably).






	 	28.2.2	 	The Agent shall notify the Company and the Lenders promptly upon being satisfied
that it has received (in form and substance satisfactory to it) (acting reasonably)
or has waived the requirement to receive all the documents and other evidence listed
in Part 2 of Schedule 2 (Conditions precedent).






	 	28.2.3	 	Upon becoming an Additional Borrower that Subsidiary shall make any filings (and
provide copies of such filings) as required by Clause 15.2.11 (Tax gross-up) and
Clause 15.6.2 (HMRC DT Treaty Passport scheme confirmation) in accordance with those
clauses.






	28.3	 	Resignation of a Borrower






	 	28.3.1	 	In this Clause 28.3, Clause 28.5 (Resignation of a Guarantor) and Clause 28.7
(Resignation and release of Security on disposal), “Third Party Disposal” means the
disposal of an Obligor to a person which is not a member of the Group where that
disposal is permitted under Clause 24.13 (Disposals) or made with the approval of
the Majority Lenders (and the Company has confirmed this is the case).






	 	28.3.2	 	If a Borrower is the subject of a Third Party Disposal, the Company may request
that such Borrower (other than the Parent or the Company) ceases to be a Borrower by
delivering to the Agent a Resignation Letter.






	 	28.3.3	 	The Agent shall accept a Resignation Letter and notify the Company and the other
Finance Parties of its acceptance if:-






	 	(a)	 	the Company has confirmed that no Default is
continuing or would result from the acceptance of the Resignation Letter;






	 	(b)	 	the Borrower is under no actual or contingent
obligations as a Borrower under any Finance Documents; and






	 	(c)	 	where the Borrower is also a Guarantor (unless its
resignation has been accepted in accordance with Clause 28.5 (Resignation
of a Guarantor)), its obligations in its capacity as Guarantor continue to
be legal, valid, binding and enforceable and in full force and effect
(subject to the Legal Reservations) and the amount guaranteed by it as a
Guarantor is not decreased (and the Company has confirmed this is the
case).






	 	28.3.4	 	Upon notification by the Agent to the Company of its acceptance of the resignation
of a Borrower, that company shall cease to be a Borrower and shall have no further
rights or obligations under the Finance Documents as a Borrower except that the
resignation shall not take effect (and the Borrower will continue to have rights and
obligations under the Finance Documents) until the date on which the Third Party
Disposal takes effect.






	 	28.3.5	 	The Agent may, at the cost and expense of the Company, require a legal opinion
from counsel to the Agent confirming the matters set out in Clause 28.3.3(c) above
and the Agent shall be under no obligation to accept a Resignation Letter until it
has obtained such opinion in form and substance satisfactory to it.






	28.4	 	Additional Guarantors






	 	28.4.1	 	Subject to compliance with the provisions of Clauses 22.10.3 and 22.10.4, the
Company may request that any of its wholly owned Subsidiaries become a Guarantor.






	 	28.4.2	 	The Company shall procure that any other member of the Group which is a Material
Company shall, as soon as possible after becoming a Material Company become an
Additional Guarantor and subject to the Agreed Security Principles grant Security as
the Agent may require and shall accede to the Intercreditor Agreement unless the
Company certifies to the Agent that it is intended that the relevant Material
Company is to become a Dormant Subsidiary within 150 days after the date on which it
is reactivated or acquired and the relevant Material Company becomes a Dormant
Subsidiary within that period of 150 days.






	 	28.4.3	 	A member of the Group shall become an Additional Guarantor if:-






	 	(a)	 	the Company and the proposed Additional Guarantor
deliver to the Agent a duly completed and executed Accession Deed; and






	 	(b)	 	the Agent has received (or waived the requirement to
receive) all of the documents and other evidence listed in Part 2 of
Schedule 2 (Conditions Precedent) in relation to that Additional
Guarantor, each in form and substance satisfactory to the Agent.






	 	28.4.4	 	The Agent shall notify the Company and the Lenders promptly upon being satisfied
that it has received (in form and substance satisfactory to it) or waived the
requirement to receive all the documents and other evidence listed in Part 2 of
Schedule 2 (Conditions precedent).






	28.5	 	Resignation of a Guarantor






	 	28.5.1	 	The Company may request that a Guarantor (other than the Parent or the Company)
ceases to be a Guarantor by delivering to the Agent a Resignation Letter if:-






	 	(a)	 	that Guarantor is being disposed of by way of a Third
Party Disposal (as defined in Clause 28.3 (Resignation of a Borrower)) and
the Company has confirmed this is the case; or






	 	(b)	 	all the Lenders and (unless each Hedge Counterparty
has notified the Security Agent that no payment is due to it from that
member of the Group under Clause 20 (Guarantee and indemnity)) the Hedge
Counterparties have consented to the resignation of that Guarantor.






	 	28.5.2	 	Subject to Clause 28.5.3 below, the Agent shall accept a Resignation Letter and
notify the Company and the Lenders of its acceptance if:-






	 	(a)	 	the Company has confirmed that no Default is
continuing or would result from the acceptance of the Resignation Letter;






	 	(b)	 	no payment is due from the Guarantor under
Clause 20.1 (Guarantee and indemnity); and






	 	(c)	 	where the Guarantor is also a Borrower, it is under
no actual or contingent obligations as a Borrower and has resigned and
ceased to be a Borrower under Clause 28.3 (Resignation of a Borrower).






	 	28.5.3	 	The Agent shall not accept a Resignation Letter from a Guarantor unless each Hedge
Counterparty has notified the Security Agent that no payment is due from that
Guarantor to that Hedge Counterparty under Clause 20.1 (Guarantee and indemnity)
(and the Security Agent shall, upon receiving that notification, notify the Agent).






	 	28.5.4	 	The resignation of that Guarantor shall not be effective until the date of the
relevant Third Party Disposal at which time that company shall cease to be a
Guarantor and shall have no further rights or obligations under the Finance
Documents as a Guarantor.






	28.6	 	Repetition of Representations






Delivery of an Accession Deed constitutes confirmation by the relevant Subsidiary that the
representations and warranties referred to in Clause 21.30.4 are true and correct in
relation to it as at the date of delivery as if made by reference to the facts and
circumstances then existing.




	28.7	 	Resignation and release of security on disposal






If a Borrower or Guarantor is or is proposed to be the subject of a Third Party Disposal
then:-




	 	28.7.1	 	where that Borrower or Guarantor created Transaction Security over any of its
assets or business in favour of the Security Agent, or Transaction Security in
favour of the Security Agent was created over the shares (or equivalent) of that
Borrower or Guarantor, the Security Agent shall, at the cost and request of the
Company, release those assets, business or shares (or equivalent) and issue
certificates of non-crystallisation;






	 	28.7.2	 	the resignation of that Borrower or Guarantor and related release of Transaction
Security referred to in Clause 28.7.1 above shall not become effective until the
date of that disposal; and






	 	28.7.3	 	if the disposal of that Borrower or Guarantor is not made, the Resignation Letter
of that Borrower or Guarantor and the related release of Transaction Security
referred to in Clause 28.7.1 above shall have no effect and the obligations of the
Borrower or Guarantor and the Transaction Security created or intended to be created
by or over that Borrower or Guarantor shall continue in such force and effect as if
that release had not been effected.




9









SECTION 10

THE FINANCE PARTIES





	29.	 	ROLE OF THE AGENT, THE ARRANGER AND OTHERS






	29.1	 	Appointment of the Agent






	 	29.1.1	 	Each of the Arranger and the Lenders appoints the Agent to act as its agent under
and in connection with the Finance Documents.






	 	29.1.2	 	Each of the Arranger and the Lenders authorises the Agent to exercise the rights,
powers, authorities and discretions specifically given to the Agent under or in
connection with the Finance Documents together with any other incidental rights,
powers, authorities and discretions.






	29.2	 	Duties of the Agent






	 	29.2.1	 	Subject to Clause 29.2.2 below, the Agent shall promptly forward to a Party the
original or a copy of any document which is delivered to the Agent for that Party by
any other Party.






	 	29.2.2	 	Without prejudice to Clause 26.7 (Copy of Transfer Certificate, Assignment
Agreement or Increase Confirmation to Company), Clause 29.2.1 above shall not apply
to any Transfer Certificate, any Assignment Agreement or Increase Confirmation.






	 	29.2.3	 	Except where a Finance Document specifically provides otherwise, the Agent is not
obliged to review or check the adequacy, accuracy or completeness of any document it
forwards to another Party.






	 	29.2.4	 	If the Agent receives notice from a Party referring to this Agreement, describing
a Default and stating that the circumstance described is a Default, it shall
promptly notify the other Finance Parties.






	 	29.2.5	 	If the Agent is aware of the non-payment of any principal, interest, commitment
fee or other fee payable to a Finance Party (other than the Agent, the Arranger or
the Security Agent) under this Agreement it shall promptly notify the other Finance
Parties.






	 	29.2.6	 	The Agent’s duties under the Finance Documents are solely mechanical and
administrative in nature.






	29.3	 	Role of the Arranger






Except as specifically provided in the Finance Documents, the Arranger has no obligations
of any kind to any other Party under or in connection with any Finance Document.




	29.4	 	No fiduciary duties






	 	29.4.1	 	Nothing in this Agreement constitutes the Agent and/or the Arranger as a trustee
or fiduciary of any other person.






	 	29.4.2	 	None of the Agent, the Security Agent, the Arranger or any Ancillary Lender shall
be bound to account to any Lender for any sum or the profit element of any sum
received by it for its own account.






	29.5	 	Business with the Group






The Agent, the Security Agent, the Arranger and each Ancillary Lender may accept deposits
from, lend money to and generally engage in any kind of banking or other business with any
member of the Group.



	 	 	 	 	 	 	 
	29.6	 	Rights and discretions
	 	 	 	29.6.1	 	 	The Agent may rely on:-








	 	(a)	 	any representation, notice or document (including,
without limitation, any notice given by a Lender pursuant to Clause 27.2.2
or 27.2.3) believed by it to be genuine, correct and appropriately
authorised; and






	 	(b)	 	any statement made by a director, authorised
signatory or employee of any person regarding any matters which may
reasonably be assumed to be within his knowledge or within his power to
verify.






	 	29.6.2	 	The Agent may assume (unless it has received notice to the contrary in its
capacity as agent for the Lenders) that:-






	 	(a)	 	no Default has occurred (unless it has actual
knowledge of a Default arising under Clause 25.1 (Non-payment));






	 	(b)	 	any right, power, authority or discretion vested in
any Party or the Majority Lenders has not been exercised;






	 	(c)	 	any notice or request made by the Company (other than
a Utilisation Request) is made on behalf of and with the consent and
knowledge of all the Obligors; and






	 	(d)	 	no Notifiable Debt Purchase Transaction:-






	 	(i)	 	has been entered into;






	 	(ii)	 	has been terminated; or






	 	(iii)	 	has ceased to be with a Sponsor
Affiliate.






	 	29.6.3	 	The Agent may engage, pay for and rely on the advice or services of any lawyers,
accountants, surveyors or other experts.






	 	29.6.4	 	The Agent may act in relation to the Finance Documents through its personnel and
agents.






	 	29.6.5	 	The Agent may disclose to any other Party any information it reasonably believes
it has received as agent under this Agreement.






	 	29.6.6	 	Without prejudice to the generality of Clause 29.6.5 above, the Agent may disclose
the identity of a Defaulting Lender to the other Finance Parties and the Parent and
shall disclose the same upon the written request of the Parent or the Majority
Lenders.






	 	29.6.7	 	Notwithstanding any other provision of any Finance Document to the contrary, none
of the Agent or the Arranger is obliged to do or omit to do anything if it would or
might in its reasonable opinion constitute a breach of any law or regulation or a
breach of a fiduciary duty or duty of confidentiality.






	 	29.6.8	 	The Agent is not obliged to disclose to any Finance Party any details of the rate
notified to the Agent by any Lender or the identity of any such Lender for the
purpose of Clause 13.2.1(b).






	29.7	 	Majority Lenders’ instructions






	 	29.7.1	 	Unless a contrary indication appears in a Finance Document, the Agent shall (i)
exercise any right, power, authority or discretion vested in it as Agent in
accordance with any instructions given to it by the Majority Lenders (or, if so
instructed by the Majority Lenders, refrain from exercising any right, power,
authority or discretion vested in it as Agent) and (ii) not be liable for any act
(or omission) if it acts (or refrains from taking any action) in accordance with an
instruction of the Majority Lenders.






	 	29.7.2	 	Unless a contrary indication appears in a Finance Document, any instructions given
by the Majority Lenders will be binding on all the Finance Parties other than the
Security Agent.






	 	29.7.3	 	The Agent may refrain from acting in accordance with the instructions of the
Majority Lenders (or, if appropriate, the Lenders) until it has received such
security as it may require for any cost, loss or liability (together with any
associated VAT) which it may incur in complying with the instructions.






	 	29.7.4	 	In the absence of instructions from the Majority Lenders, (or, if appropriate, the
Lenders) the Agent may act (or refrain from taking action) as it considers to be in
the best interest of the Lenders.






	 	29.7.5	 	The Agent is not authorised to act on behalf of a Lender (without first obtaining
that Lender’s consent) in any legal or arbitration proceedings relating to any
Finance Document. This Clause 29.7.5 shall not apply to any legal or arbitration
proceeding relating to the perfection, preservation or protection of rights under
the Transaction Security Documents or enforcement of the Transaction Security or
Transaction Security Documents.






	29.8	 	Responsibility for documentation






None of the Agent, the Arranger or any Ancillary Lender:-




	 	29.8.1	 	is responsible for the adequacy, accuracy and/or completeness of any information
(whether oral or written) supplied by the Agent, the Arranger, an Ancillary Lender,
an Obligor or any other person given in or in connection with any Finance Document
or the transactions contemplated in the Finance Documents;






	 	29.8.2	 	is responsible for the legality, validity, effectiveness, adequacy or
enforceability of any Finance Document or the Transaction Security or any other
agreement, arrangement or document entered into, made or executed in anticipation of
or in connection with any Finance Document or the Transaction Security; or






	 	29.8.3	 	is responsible for any determination as to whether any information provided or to
be provided to any Finance Party is non-public information the use of which may be
regulated or prohibited by applicable law or regulation relating to insider dealing
or otherwise.






	29.9	 	Exclusion of liability






	 	29.9.1	 	Without limiting Clause 29.9.2 below (and without prejudice to the provisions of
Clause 32.11.5), none of the Agent or any Ancillary Lender will be liable
(including, without limitation, for negligence or any other category of liability
whatsoever) for any action taken by it under or in connection with any Finance
Document or the Transaction Security, unless directly caused by its gross negligence
or wilful misconduct.






	 	29.9.2	 	No Party (other than the Agent or an Ancillary Lender (as applicable)) may take
any proceedings against any officer, employee or agent of the Agent or any Ancillary
Lender, in respect of any claim it might have against the Agent or an Ancillary
Lender or in respect of any act or omission of any kind by that officer, employee or
agent in relation to any Finance Document and any officer, employee or agent of the
Agent or any Ancillary Lender may rely on this Clause subject to Clause 1.3 (Third
party rights) and the provisions of the Third Parties Act.






	 	29.9.3	 	The Agent will not be liable for any delay (or any related consequences) in
crediting an account with an amount required under the Finance Documents to be paid
by the Agent if the Agent has taken all necessary steps as soon as reasonably
practicable to comply with the regulations or operating procedures of any recognised
clearing or settlement system used by the Agent for that purpose.






	 	29.9.4	 	Nothing in this Agreement shall oblige the Agent or the Arranger to carry out any
“know your customer” or other checks in relation to any person on behalf of any
Lender and each Lender confirms to the Agent and the Arranger that it is solely
responsible for any such checks it is required to carry out and that it may not rely
on any statement in relation to such checks made by the Agent or the Arranger.






	29.10	 	Lenders’ indemnity to the Agent






Each Lender shall (in proportion to its share of the Total Commitments or, if the Total
Commitments are then zero, to its share of the Total Commitments immediately prior to
their reduction to zero) indemnify the Agent, within three Business Days of demand,
against any cost, loss or liability (including, without limitation, for negligence or any
other category of liability whatsoever) incurred by the Agent (otherwise than by reason of
the Agent’s gross negligence or wilful misconduct) (or, in the case of any cost, loss or
liability pursuant to Clause 32.11 (Disruption to Payment Systems etc.) notwithstanding
the Agent’s negligence, gross negligence or any other category of liability whatsoever but
not including any claim based on the fraud of the Agent in acting as Agent under the
Finance Documents (unless the Agent has been reimbursed by an Obligor pursuant to a
Finance Document).




	29.11	 	Resignation of the Agent






	 	29.11.1	 	The Agent may resign and appoint one of its Affiliates acting through an office
in the United Kingdom as successor by giving notice to the Lenders and the Company.






	 	29.11.2	 	Alternatively the Agent may resign by giving 30 days notice to the Lenders and
the Company, in which case the Majority Lenders (after consultation with the
Company) may appoint a successor Agent.






	 	29.11.3	 	If the Majority Lenders have not appointed a successor Agent in accordance with
Clause 29.11.2 above within 20 days after notice of resignation was given, the
retiring Agent (after consultation with the Company) may appoint a successor Agent
(acting through an office in the United Kingdom).






	 	29.11.4	 	If the Agent wishes to resign because (acting reasonably) it has concluded that
it is no longer appropriate for it to remain as agent and the Agent is entitled to
appoint a successor Agent under Clause 29.11.3 above, the Agent may (if it concludes
(acting reasonably) that it is necessary to do so in order to persuade the proposed
successor Agent to become a party to this Agreement as Agent) agree with the
proposed successor Agent amendments to this Clause 29 and any other term of this
Agreement dealing with the rights or obligations of the Agent consistent with then
current market practice for the appointment and protection of corporate trustees
together with any reasonable amendments to the agency fee payable under this
Agreement which are consistent with the successor Agent’s normal fee rates and those
amendments will bind the Parties.






	 	29.11.5	 	The retiring Agent shall, at its own cost, make available to the successor Agent
such documents and records and provide such assistance as the successor Agent may
reasonably request for the purposes of performing its functions as Agent under the
Finance Documents.






	 	29.11.6	 	The Agent’s resignation notice shall only take effect upon the appointment of a
successor.






	 	29.11.7	 	Upon the appointment of a successor, the retiring Agent shall be discharged from
any further obligation in respect of the Finance Documents but shall remain entitled
to the benefit of this Clause 29. Any successor and each of the other Parties shall
have the same rights and obligations amongst themselves as they would have had if
such successor had been an original Party.






	 	29.11.8	 	After consultation with the Company, the Majority Lenders may, by notice to the
Agent, require it to resign in accordance with Clause 29.11.2 above. In this event,
the Agent shall resign in accordance with Clause 29.11.2 above.






	29.12	 	Replacement of the Agent






	 	29.12.1	 	After consultation with the Parent, the Majority Lenders may, by giving 30 days’
notice to the Agent, (or, at any time the Agent is an Impaired Agent, by giving any
shorter notice determined by the Majority Lenders) replace the Agent by appointing a
successor Agent (acting through an office in the United Kingdom).






	 	29.12.2	 	The retiring Agent shall (at its own cost if it is an Impaired Agent and
otherwise at the expense of the Lenders) make available to the successor Agent such
documents and records and provide such assistance as the successor Agent may
reasonably request for the purposes of performing its functions as Agent under the
Finance Documents.






	 	29.12.3	 	The appointment of the successor Agent shall take effect on the date specified in
the notice from the Majority Lenders to the retiring Agent. As from this date, the
retiring Agent shall be discharged from any further obligation in respect of the
Finance Documents but shall remain entitled to the benefit of this Clause 29 (and
any agency fees for the account of the retiring Agent shall cease to accrue from
(and shall be payable on) that date).






	 	29.12.4	 	Any successor Agent and each of the other Parties shall have the same rights and
obligations amongst themselves as they would have had if such successor had been an
original Party.






	29.13	 	Confidentiality






	 	29.13.1	 	In acting as agent for the Finance Parties, the Agent shall be regarded as acting
through its agency division which shall be treated as a separate entity from any
other of its divisions or departments.






	 	29.13.2	 	If information is received by another division or department of the Agent, it may
be treated as confidential to that division or department and the Agent shall not be
deemed to have notice of it.






	 	29.13.3	 	Notwithstanding any other provision of any Finance Document to the contrary,
neither the Agent nor the Arranger is obliged to disclose to any other person (i)
any confidential information or (ii) any other information if the disclosure would
or might in its reasonable opinion constitute a breach of any law or a breach of a
fiduciary duty.






	29.14	 	Relationship with the Lenders






	 	29.14.1	 	Subject to Clause 26.10 (Pro rata interest settlement), the Agent may treat the
person shown in its records as Lender at the opening of business (in the place of
the Agent’s principal office as notified to the Finance Parties from time to time)
as the Lender acting through its Facility Office:-






	 	(a)	 	entitled to or liable for any payment due under any
Finance Document on that day; and






	 	(b)	 	entitled to receive and act upon any notice, request,
document or communication or make any decision or determination under any
Finance Document made or delivered on that day,






unless it has received not less than five Business Days’ prior notice from that
Lender to the contrary in accordance with the terms of this Agreement,




	 	29.14.2	 	Each Lender shall supply the Agent with any information required by the Agent in
order to calculate the Mandatory Cost in accordance with Schedule 4 (Mandatory Cost
Formulae).






	 	29.14.3	 	Each Lender shall supply the Agent with any information that the Security Agent
may reasonably specify (through the Agent) as being necessary or desirable to enable
the Security Agent to perform its functions as Security Agent. Each Lender shall
deal with the Security Agent exclusively through the Agent and shall not deal
directly with the Security Agent.






	 	29.14.4	 	Any Lender may by notice to the Agent appoint a person to receive on its behalf
all notices, communications, information and documents to be made or despatched to
that Lender under the Finance Documents. Such notice shall contain the address, fax
number and (where communication by electronic mail or other electronic means is
permitted under Clause 34.5 (Electronic communication)) electronic mail address
and/or any other information required to enable the sending and receipt of
information by that means (and, in each case, the department or officer, if any, for
whose attention communication is to be made) and be treated as a notification of a
substitute address, fax number, electronic mail address, department and officer by
that Lender for the purposes of Clause 34.2 (Addresses) and Clause 34.6.1(c) and the
Agent shall be entitled to treat such person as the person entitled to receive all
such notices, communications, information and documents as though that person were
that Lender.






	29.15	 	Credit appraisal by the Lenders and Ancillary Lenders






Without affecting the responsibility of any Obligor for information supplied by it or on
its behalf in connection with any Finance Document, each Lender and Ancillary Lender
confirms to the Agent, the Arranger and each Ancillary Lender that it has been, and will
continue to be, solely responsible for making its own independent appraisal and
investigation of all risks arising under or in connection with any Finance Document
including but not limited to:-




	 	29.15.1	 	the financial condition, status and nature of each member of the Group;






	 	29.15.2	 	the legality, validity, effectiveness, adequacy or enforceability of any Finance
Document and the Transaction Security and any other agreement, arrangement or
document entered into, made or executed in anticipation of, under or in connection
with any Finance Document or the Transaction Security;






	 	29.15.3	 	whether that Secured Party has recourse, and the nature and extent of that
recourse, against any Party or any of its respective assets under or in connection
with any Finance Document, the Transaction Security, the transactions contemplated
by the Finance Documents or any other agreement, arrangement or document entered
into, made or executed in anticipation of, under or in connection with any Finance
Document;






	 	29.15.4	 	the adequacy, accuracy and/or completeness of any information provided by the
Agent, any Party or by any other person under or in connection with any Finance
Document, the transactions contemplated by the Finance Documents or any other
agreement, arrangement or document entered into, made or executed in anticipation
of, under or in connection with any Finance Document; and






	 	29.15.5	 	the right or title of any person in or to, or the value or sufficiency of any
part of the Charged Property, the priority of any of the Transaction Security or the
existence of any Security affecting the Charged Property.






	29.16	 	Base Reference Banks






If a Base Reference Bank (or, if a Base Reference Bank is not a Lender, the Lender of
which it is an Affiliate) ceases to be a Lender, the Agent shall (in consultation with the
Company) appoint another Lender or an Affiliate of a Lender to replace that Base Reference
Bank.




	29.17	 	Agent’s management time






	 	29.17.1	 	Any amount payable to the Agent under Clause 17.3 (Indemnity to the Agent),
Clause 19 (Costs and expenses) (other than Clause 19.1.1 to the extent any such
amount relates to the negotiation, preparation, printing and execution of this
Agreement or any other documents referred to in this Agreement or the Transaction
Security in each case where those other documents are, or the Transaction Security
is, dated the same date as, or prior to the date of, this Agreement) and Clause
29.10 (Lenders’ indemnity to the Agent) shall include the cost of utilising the
Agent’s management time or other resources and will be calculated on the basis of
such reasonable daily or hourly rates as the Agent may notify to the Company and the
Lenders, and is in addition to any fee paid or payable to the Agent under Clause 14
(Fees).






	 	29.17.2	 	Any cost of utilising the Agent’s management time or other resources shall
include, without limitation, any such costs in connection with Clause 27.2
(Disenfranchisement on Debt Purchase Transactions entered into by Sponsor
Affiliates).






	29.18	 	Deduction from amounts payable by the Agent






	 	29.18.1	 	If any Party owes an amount to the Agent under the Finance Documents the Agent
may, after giving notice to that Party, deduct an amount not exceeding that amount
from any payment to that Party which the Agent would otherwise be obliged to make
under the Finance Documents and apply the amount deducted in or towards satisfaction
of the amount owed. For the purposes of the Finance Documents that Party shall be
regarded as having received any amount so deducted.






	 	29.18.2	 	Any cost of utilising the Agent’s management time or other resources shall
include, without limitation, any such costs in connection with Clause 27.2
(Disenfranchisement on Debt Purchase Transactions entered into by Sponsor
Affiliates).






	29.19	 	Reliance and engagement letters






Each Finance Party and Secured Party confirms that each of the Arranger and the Agent has
authority to accept on its behalf (and ratifies the acceptance on its behalf of any
letters or reports already accepted by the Arranger or Agent) the terms of any reliance
letter or engagement letters relating to the Reports or any reports or letters provided by
accountants in connection with the Finance Documents or the transactions contemplated in
the Finance Documents and to bind it in respect of those Reports, reports or letters and
to sign such letters on its behalf and further confirms that it accepts the terms and
qualifications set out in such letters.




	30.	 	CONDUCT OF BUSINESS BY THE FINANCE PARTIES






No provision of this Agreement will:-




	 	30.1.1	 	interfere with the right of any Finance Party to arrange its affairs (tax or
otherwise) in whatever manner it thinks fit;






	 	30.1.2	 	oblige any Finance Party to investigate or claim any credit, relief, remission or
repayment available to it or the extent, order and manner of any claim; or






	 	30.1.3	 	oblige any Finance Party to disclose any information relating to its affairs (tax
or otherwise) or any computations in respect of Tax.






	31.	 	SHARING AMONG THE FINANCE PARTIES






	31.1	 	Payments to Finance Parties






	 	31.1.1	 	Subject to Clause 31.1.2 below, if a Finance Party (a “Recovering Finance Party”)
receives or recovers any amount from an Obligor other than in accordance with Clause
32 (Payment mechanics) and applies that amount to a payment due under the Finance
Documents (a “Recovered Amount”) then:-






	 	(a)	 	the Recovering Finance Party shall, within three
Business Days, notify details of the receipt or recovery, to the Agent;






	 	(b)	 	the Agent shall determine whether the receipt or
recovery is in excess of the amount the Recovering Finance Party would
have been paid had the receipt or recovery been received or made by the
Agent and distributed in accordance with Clause 32 (Payment mechanics),
without taking account of any Tax which would be imposed on the Agent in
relation to the receipt, recovery or distribution; and






	 	(c)	 	the Recovering Finance Party shall, within three
Business Days of demand by the Agent, pay to the Agent an amount (the
“Sharing Payment”) equal to such receipt or recovery less any amount which
the Agent determines may be retained by the Recovering Finance Party as
its share of any payment to be made, in accordance with Clause 32.5
(Partial payments).






	 	31.1.2	 	Clause 31.1.1 above shall not apply to any amount received or recovered by an
Ancillary Lender in respect of any cash cover provided for the benefit of that
Ancillary Lender.






	31.2	 	Redistribution of payments






The Agent shall treat the Sharing Payment as if it had been paid by the relevant Obligor
and distribute it between the Finance Parties (other than the Recovering Finance Party)
(the “Sharing Finance Parties”) in accordance with Clause 32.5 (Partial payments) towards
the obligations of that Obligor to the Sharing Finance Parties.




	31.3	 	Recovering Finance Party’s rights






On a distribution by the Agent under Clause 31.2 (Redistribution of payments) of a payment
received by a Recovering Finance Party from an Obligor, as between the relevant Obligor
and the Recovering Finance Party, an amount of the Recovered Amount equal to the Sharing
Payment will be treated as not having been paid by that Obligor.




	31.4	 	Reversal of redistribution






If any part of the Sharing Payment received or recovered by a Recovering Finance Party
becomes repayable and is repaid by that Recovering Finance Party, then:-




	 	31.4.1	 	each Sharing Finance Party shall, upon request of the Agent, pay to the Agent for
the account of that Recovering Finance Party an amount equal to the appropriate part
of its share of the Sharing Payment (together with an amount as is necessary to
reimburse that Recovering Finance Party for its proportion of any interest on the
Sharing Payment which that Recovering Finance Party is required to pay) (the
“Redistributed Amount”); and






	 	31.4.2	 	as between the relevant Obligor and each relevant Sharing Finance Party, an amount
equal to the relevant Redistributed Amount will be treated as not having been paid
by that Obligor.






	31.5	 	Exceptions






	 	31.5.1	 	This Clause 31 shall not apply to the extent that the Recovering Finance Party
would not, after making any payment pursuant to this Clause, have a valid and
enforceable claim against the relevant Obligor.






	 	31.5.2	 	A Recovering Finance Party is not obliged to share with any other Finance Party
any amount which the Recovering Finance Party has received or recovered as a result
of taking legal or arbitration proceedings, if:-






	 	(a)	 	it notified the other Finance Party of the legal or
arbitration proceedings; and






	 	(b)	 	the other Finance Party had an opportunity to
participate in those legal or arbitration proceedings but did not do so as
soon as reasonably practicable having received notice and did not take
separate legal or arbitration proceedings.






	31.6	 	Ancillary Lenders






	 	31.6.1	 	This Clause 31 shall not apply to any receipt or recovery by a Lender in its
capacity as an Ancillary Lender at any time prior to service of notice under Clause
25.18 (Acceleration).






	 	31.6.2	 	Following service of notice under Clause 25.18 (Acceleration), this Clause 31
shall apply to all receipts or recoveries by Ancillary Lenders except to the extent
that the receipt or recovery represents a reduction from the Designated Gross Amount
for an Ancillary Facility to its Designated Net Amount.




10









SECTION 11

ADMINISTRATION





	32.	 	PAYMENT MECHANICS






	32.1	 	Payments to the Agent






	 	32.1.1	 	On each date on which an Obligor or a Lender is required to make a payment under a
Finance Document excluding a payment under the terms of an Ancillary Document, that
Obligor or Lender shall make the same available to the Agent (unless a contrary
indication appears in a Finance Document) for value on the due date at the time and
in such funds specified by the Agent as being customary at the time for settlement
of transactions in the relevant currency in the place of payment.






	 	32.1.2	 	Payment shall be made to such account in the principal financial centre of the
country of that currency (or, in relation to euro, in a principal financial centre
in a Participating Member State or London) with such bank as the Agent specifies.






	32.2	 	Distributions by the Agent






Each payment received by the Agent under the Finance Documents for another Party shall,
subject to Clause 32.3 (Distributions to an Obligor) and Clause 32.4 (Clawback) be made
available by the Agent as soon as practicable after receipt to the Party entitled to
receive payment in accordance with this Agreement (in the case of a Lender, for the
account of its Facility Office), to such account as that Party may notify to the Agent by
not less than five Business Days’ notice with a bank in the principal financial centre of
the country of that currency (or, in relation to euro, in the principal financial centre
of a Participating Member State or London).




	32.3	 	Distributions to an Obligor






The Agent may (with the consent of the Obligor or in accordance with Clause 33 (Set-Off))
apply any amount received by it for that Obligor in or towards payment (on the date and in
the currency and funds of receipt) of any amount due from that Obligor under the Finance
Documents or in or towards purchase of any amount of any currency to be so applied.




	32.4	 	Clawback






	 	32.4.1	 	Where a sum is to be paid to the Agent under the Finance Documents for another
Party, the Agent is not obliged to pay that sum to that other Party (or to enter
into or perform any related exchange contract) until it has been able to establish
to its satisfaction that it has actually received that sum.






	 	32.4.2	 	If the Agent pays an amount to another Party and it proves to be the case that the
Agent had not actually received that amount, then the Party to whom that amount (or
the proceeds of any related exchange contract) was paid by the Agent shall on demand
refund the same to the Agent together with interest on that amount from the date of
payment to the date of receipt by the Agent, calculated by the Agent to reflect its
cost of funds.






	32.5	 	Impaired Agent






	 	32.5.1	 	If, at any time, the Agent becomes an Impaired Agent, an Obligor or a Lender which
is required to make a payment under the Finance Documents to the Agent in accordance
with Clause 32.1 (Payments to the Agent) may instead either pay that amount direct
to the required recipient or pay that amount to an interest-bearing account held
with an Acceptable Bank within the meaning of paragraph (a) of the definition of
“Acceptable Bank” and in relation to which no Insolvency Event has occurred and is
continuing, in the name of the Obligor or the Lender making the payment and
designated as a trust account for the benefit of the Party or Parties beneficially
entitled to that payment under the Finance Documents. In each case such payments
must be made on the due date for payment under the Finance Documents.






	 	32.5.2	 	All interest accrued on the amount standing on the credit of the trust account
shall be for the benefit of the beneficiaries of that trust account pro rata to
their respective entitlements.






	 	32.5.3	 	A Party which has made a payment in accordance with this Clause 32.5 shall be
discharged of the relevant payment obligation under the Finance Documents and shall
not take any credit risk with respect to the amounts standing to the credit of the
trust account.






	 	32.5.4	 	Promptly upon the appointment of a successor Agent in accordance with Clause 29.12
(Replacement of the Agent), each Party which has made a payment to a trust account
in accordance with this Clause 32.5 shall give all requisite instructions to the
bank with whom the trust account is held to transfer the amount (together with any
accrued interest) to the successor Agent for distribution in accordance with
Clause 32.2 (Distributions by the Agent).






	32.6	 	Partial payments






	 	32.6.1	 	If the Agent receives a payment for application against amounts due in respect of
any Finance Documents that is insufficient to discharge all the amounts then due and
payable by an Obligor under those Finance Documents, the Agent shall apply that
payment towards the obligations of that Obligor under those Finance Documents in the
following order:-






	 	(a)	 	first, in or towards payment pro rata of any unpaid
fees, costs and expenses of the Agent and the Security Agent under those
Finance Documents;






	 	(b)	 	secondly, in or towards payment pro rata of any
accrued interest, fee or commission due but unpaid under those Finance
Documents;






	 	(c)	 	thirdly, in or towards payment pro rata of any
principal due but unpaid under those Finance Documents; and






	 	(d)	 	fourthly, in or towards payment pro rata of any other
sum due but unpaid under the Finance Documents.






	 	32.6.2	 	The Agent shall, if so directed by the Majority Lenders, vary the order set out in
Clause 32.6.1(a) to (d) above.






	 	32.6.3	 	Clauses 32.6.1 and 32.6.2 above will override any appropriation made by an
Obligor.






	32.7	 	Set-off by Obligors






All payments to be made by an Obligor under the Finance Documents shall be calculated and
be made without (and free and clear of any deduction for) set-off or counterclaim.




	32.8	 	Business Days






	 	32.8.1	 	Any payment which is due to be made on a day that is not a Business Day shall be
made on the next Business Day in the same calendar month (if there is one) or the
preceding Business Day (if there is not).






	 	32.8.2	 	During any extension of the due date for payment of any principal or Unpaid Sum
under this Agreement interest is payable on the principal or Unpaid Sum at the rate
payable on the original due date.






	32.9	 	Currency of account






	 	32.9.1	 	Subject to Clauses 32.9.2 to 32.9.5 below, Sterling is the currency of account and
payment for any sum due from an Obligor under any Finance Document.






	 	32.9.2	 	A repayment of a Utilisation or Unpaid Sum or a part of a Utilisation or Unpaid
Sum shall be made in the currency in which that Utilisation or Unpaid Sum is
denominated on its due date.






	 	32.9.3	 	Each payment of interest shall be made in the currency in which the sum in respect
of which the interest is payable was denominated when that interest accrued.






	 	32.9.4	 	Each payment in respect of costs, expenses or Taxes shall be made in the currency
in which the costs, expenses or Taxes are incurred.






	 	32.9.5	 	Any amount expressed to be payable in a currency other than Sterling shall be paid
in that other currency.






	32.10	 	Change of currency






	 	32.10.1	 	Unless otherwise prohibited by law, if more than one currency or currency unit
are at the same time recognised by the central bank of any country as the lawful
currency of that country, then:-






	 	(a)	 	any reference in the Finance Documents to, and any
obligations arising under the Finance Documents in, the currency of that
country shall be translated into, or paid in, the currency or currency
unit of that country designated by the Agent (after consultation with the
Company); and






	 	(b)	 	any translation from one currency or currency unit to
another shall be at the official rate of exchange recognised by the
central bank for the conversion of that currency or currency unit into the
other, rounded up or down by the Agent (acting reasonably).






	 	32.10.2	 	If a change in any currency of a country occurs, this Agreement will, to the
extent the Agent (acting reasonably and after consultation with the Company)
specifies to be necessary, be amended to comply with any generally accepted
conventions and market practice in the Relevant Interbank Market and otherwise to
reflect the change in currency.






	32.11	 	Disruption to Payment Systems etc






If either the Agent determines (in its discretion) that a Disruption Event has occurred or
the Agent is notified by the Company that a Disruption Event has occurred:-




	 	32.11.1	 	the Agent may, and shall if requested to do so by the Company, consult with the
Company with a view to agreeing with the Company such changes to the operation or
administration of the Facility as the Agent may deem necessary in the circumstances;






	 	32.11.2	 	the Agent shall not be obliged to consult with the Company in relation to any
changes mentioned in Clause 32.11.1 if, in its opinion, it is not practicable to do
so in the circumstances and, in any event, shall have no obligation to agree to such
changes;






	 	32.11.3	 	the Agent may consult with the Finance Parties in relation to any changes
mentioned in Clause 32.11.1 but shall not be obliged to do so if, in its opinion, it
is not practicable to do so in the circumstances;






	 	32.11.4	 	any such changes agreed upon by the Agent and the Company shall (whether or not
it is finally determined that a Disruption Event has occurred) be binding upon the
Parties as an amendment to (or, as the case may be, waiver of) the terms of the
Finance Documents notwithstanding the provisions of Clause 38 (Amendments and
Waivers);






	 	32.11.5	 	the Agent shall not be liable for any damages, costs or losses whatsoever
(including, without limitation for negligence, gross negligence or any other
category of liability whatsoever but not including any claim based on the fraud of
the Agent) arising as a result of its taking, or failing to take, any actions
pursuant to or in connection with this Clause 32.11; and






	 	32.11.6	 	the Agent shall notify the Finance Parties of all changes agreed pursuant to
Clause 32.11.4 above.






	33.	 	SET-OFF






	 	33.1.1	 	A Finance Party may set off any matured obligation due from an Obligor under the
Finance Documents (to the extent beneficially owned by that Finance Party) against
any matured obligation owed by that Finance Party to that Obligor, regardless of the
place of payment, booking branch or currency of either obligation. If the
obligations are in different currencies, the Finance Party may convert either
obligation at a market rate of exchange in its usual course of business for the
purpose of the set-off.






	 	33.1.2	 	Any credit balances taken into account by an Ancillary Lender when operating a net
limit in respect of any overdraft under an Ancillary Facility shall on enforcement
of the Finance Documents be applied first in reduction of the overdraft provided
under that Ancillary Facility in accordance with its terms.






	34.	 	NOTICES






	34.1	 	Communications in writing






Any communication to be made under or in connection with the Finance Documents shall be
made in writing and, unless otherwise stated, may be made by fax or letter.




	34.2	 	Addresses






The address and fax number (and the department or officer, if any, for whose attention the
communication is to be made) of each Party for any communication or document to be made or
delivered under or in connection with the Finance Documents is:-




	 	34.2.1	 	in the case of an Original Obligor, that identified with its name below;






	 	34.2.2	 	in the case of each Lender, each Ancillary Lender or any other Obligor, that
notified in writing to the Agent on or prior to the date on which it becomes a
Party; and






	 	34.2.3	 	in the case of the Agent or the Security Agent, that identified with its name
below,






or any substitute address, fax number or department or officer as the Party may notify to
the Agent (or the Agent may notify to the other Parties, if a change is made by the Agent)
by not less than five Business Days’ notice.




	34.3	 	Delivery






	 	34.3.1	 	Any communication or document made or delivered by one person to another under or
in connection with the Finance Documents will only be effective:-






	 	(a)	 	if by way of fax, when received in legible form; or






	 	(b)	 	if by way of letter, when it has been left at the
relevant address or five Business Days after being deposited in the post
postage prepaid in an envelope addressed to it at that address,






and, if a particular department or officer is specified as part of its address
details provided under Clause 34.2 (Addresses), if addressed to that department
or officer.




	 	34.3.2	 	Any communication or document to be made or delivered to the Agent or the Security
Agent will be effective only when actually received by the Agent or Security Agent
and then only if it is expressly marked for the attention of the department or
officer identified with the Agent’s or Security Agent’s signature below (or any
substitute department or officer as the Agent or Security Agent shall specify for
this purpose).






	 	34.3.3	 	All notices from or to an Obligor shall be sent through the Agent.






	 	34.3.4	 	Any communication or document made or delivered to the Company in accordance with
this Clause 34.3 will be deemed to have been made or delivered to each of the
Obligors.






	34.4	 	Notification of address and fax number






Promptly upon receipt of notification of an address or fax number or change of address or
fax number pursuant to Clause 34.2 (Addresses) or changing its own address or fax number,
the Agent shall notify the other Parties.




	34.5	 	Communication when Agent is Impaired Agent






If the Agent is an Impaired Agent the Parties may, instead of communicating with each
other through the Agent, communicate with each other directly and (while the Agent is an
Impaired Agent) all the provisions of the Finance Documents which require communications
to be made or notices to be given to or by the Agent shall be varied so that
communications may be made and notices given to or by the relevant Parties directly. This
provision shall not operate after a replacement Agent has been appointed.




	34.6	 	Electronic communication






	 	34.6.1	 	Any communication to be made between the Agent or the Security Agent and a Lender
under or in connection with the Finance Documents may be made by electronic mail or
other electronic means, if the Agent, the Security Agent and the relevant Lender:-






	 	(a)	 	agree that, unless and until notified to the
contrary, this is to be an accepted form of communication;






	 	(b)	 	notify each other in writing of their electronic mail
address and/or any other information required to enable the sending and
receipt of information by that means; and






	 	(c)	 	notify each other of any change to their address or
any other such information supplied by them.






	 	34.6.2	 	Any electronic communication made between the Agent and a Lender or the Security
Agent will be effective only when actually received in readable form and in the case
of any electronic communication made by a Lender to the Agent or the Security Agent
only if it is addressed in such a manner as the Agent or Security Agent shall
specify for this purpose.






	34.7	 	Use of websites






	 	34.7.1	 	The Company may satisfy its obligation under this Agreement to deliver any
information in relation to those Lenders (the “Website Lenders”) who accept this
method of communication by posting this information onto an electronic website
designated by the Company and the Agent (the “Designated Website”). If any Lender
(a “Paper Form Lender”) does not agree to the delivery of information electronically
then the Agent shall notify the Company accordingly and the Company shall at its own
cost supply the information to the Agent (in sufficient copies for each Paper Form
Lender) in paper form. In any event the Company shall at its own cost supply the
Agent with at least one copy in paper form of any information required to be
provided by it.






	 	34.7.2	 	The Agent shall supply each Website Lender with the address of and any relevant
password specifications for the Designated Website following designation of that
website by the Company and the Agent.






	 	34.7.3	 	The Company shall promptly upon becoming aware of its occurrence notify the Agent
if:-






	 	(a)	 	the Designated Website cannot be accessed due to
technical failure;






	 	(b)	 	the password specifications for the Designated
Website change;






	 	(c)	 	any new information which is required to be provided
under this Agreement is posted onto the Designated Website;






	 	(d)	 	any existing information which has been provided
under this Agreement and posted onto the Designated Website is amended; or






	 	(e)	 	the Company becomes aware that the Designated Website
or any information posted onto the Designated Website is or has been
infected by any electronic virus or similar software.






If the Company notifies the Agent under Clause 34.7.3(a) or Clause 34.7.3(e)
above, all information to be provided by the Company under this Agreement after
the date of that notice shall be supplied in paper form unless and until the
Agent and each Website Lender is satisfied that the circumstances giving rise
to the notification are no longer continuing.




	 	34.7.4	 	Any Website Lender may request, through the Agent, one paper copy of any
information required to be provided under this Agreement which is posted onto the
Designated Website. The Company shall at its own cost comply with any such request
within ten Business Days.






	34.8	 	English language






	 	34.8.1	 	Any notice given under or in connection with any Finance Document must be in
English.






	 	34.8.2	 	All other documents provided under or in connection with any Finance Document must
be:-






	 	(a)	 	in English; or






	 	(b)	 	if not in English, and if so required by the Agent,
accompanied by a certified English translation and, in this case, the
English translation will prevail unless the document is a constitutional,
statutory or other official document.






	35.	 	CALCULATIONS AND CERTIFICATES






	35.1	 	Accounts






In any litigation or arbitration proceedings arising out of or in connection with a
Finance Document, the entries made in the accounts maintained by a Finance Party are prima
facie evidence of the matters to which they relate.




	35.2	 	Certificates and determinations






Any certification or determination by a Finance Party of a rate or amount under any
Finance Document is, in the absence of manifest error, conclusive evidence of the matters
to which it relates.




	35.3	 	Day count convention






Any interest, commission or fee accruing under a Finance Document will accrue from day to
day and is calculated on the basis of the actual number of days elapsed and a year of 365
days or, in any case where the practice in the Relevant Interbank Market differs, in
accordance with that market practice.




	36.	 	PARTIAL INVALIDITY






If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or
unenforceable in any respect under any law of any jurisdiction, neither the legality,
validity or enforceability of the remaining provisions nor the legality, validity or
enforceability of such provision under the law of any other jurisdiction will in any way
be affected or impaired.




	37.	 	REMEDIES AND WAIVERS






No failure to exercise, nor any delay in exercising, on the part of any Finance Party or
Secured Party, any right or remedy under the Finance Documents shall operate as a waiver,
nor shall any single or partial exercise of any right or remedy prevent any further or
other exercise or the exercise of any other right or remedy. The rights and remedies
provided in this Agreement are cumulative and not exclusive of any rights or remedies
provided by law.




	38.	 	AMENDMENTS AND WAIVERS





	 	 	 	 	 
	38.1	 	Intercreditor Agreement
	 	38.2	 	 	This Clause 38 is subject to the terms of the Intercreditor Agreement.

Required consents








	 	38.2.1	 	Subject to Clause 38.3 (Exceptions) any term of the Finance Documents may be
amended or waived only with the consent of the Majority Lenders and the Company and
any such amendment or waiver will be binding on all Parties.






	 	38.2.2	 	The Agent may effect, on behalf of any Finance Party, any amendment or waiver
permitted by this Clause 38.






	 	38.2.3	 	Each Obligor agrees to any such amendment or waiver permitted by this Clause 38
which is agreed to by the Company. This includes any amendment or waiver which
would, but for this Clause 38.2.3, require the consent of all of the Guarantors.





	 	 	 	 	 	 	 
	38.3	 	Exceptions
	
 
	 	 	38.3.1	 	 	An amendment or waiver that has the effect of changing or which relates to:-







	 	(a)	 	the definition of “Majority Lenders” in Clause 1.1
(Definitions);






	 	(b)	 	an extension to the date of payment of any amount
under the Finance Documents;






	 	(c)	 	a reduction in the Margin or a reduction in the
amount of any payment of principal, interest, fees or commission payable;






	 	(d)	 	a change in currency of payment of any amount under
the Finance Documents;






	 	(e)	 	an increase in or an extension of any Commitment or
the Total Commitments;






	 	(f)	 	a change to the Borrowers or Guarantors other than in
accordance with Clause 28 (Changes to the Obligors);






	 	(g)	 	any provision which expressly requires the consent of
all the Lenders;






	 	(h)	 	Clause 2.2 (Finance Parties’ rights and obligations),
Clause 26 (Changes to the Lenders) or this Clause 38;






	 	(i)	 	(other than as expressly permitted by the provisions
of any Finance Document) the nature or scope of:-






	 	(i)	 	the guarantee and indemnity granted
under Clause 20 (Guarantee and Indemnity);






	 	(ii)	 	the Charged Property; or






	 	(iii)	 	the manner in which the proceeds
of enforcement of the Transaction Security are distributed






(except in the case of sub-clause (ii) and sub-clause (iii) above,
insofar as it relates to a sale or disposal of an asset which is the
subject of the Transaction Security where such sale or disposal is
expressly permitted under this Agreement or any other Finance
Document);




	 	(j)	 	the release of any guarantee and indemnity granted
under Clause 20 (Guarantee and Indemnity) or of any Transaction Security
unless permitted under this Agreement or any other Finance Document or
relating to a sale or disposal of an asset which is the subject of the
Transaction Security where such sale or disposal is expressly permitted
under this Agreement or any other Finance Document; or






	 	(k)	 	any amendment to the order of priority or
subordination under the Intercreditor Agreement,






shall not be made without the prior consent of all the Lenders.




	 	38.3.2	 	An amendment or waiver which relates to the rights or obligations of the Agent,
the Arranger, the Security Agent, any Ancillary Lender or a Hedge Counterparty (each
in their capacity as such) may not be effected without the consent of the Agent, the
Arranger, the Security Agent, that Ancillary Lender or, as the case may be, that
Hedge Counterparty.






	38.4	 	Disenfranchisement of Defaulting Lenders






	 	38.4.1	 	For so long as a Defaulting Lender has any Available Commitment, in ascertaining
Majority Lenders or whether any given percentage (including, for the avoidance of
doubt, unanimity) of the Total Commitments has been obtained to approve any request
for a consent, waiver, amendment or other vote under the Finance Documents, that
Defaulting Lender’s Commitments will be reduced by the amount of its Available
Commitments.






	 	38.4.2	 	For the purposes of this Clause 38.4, the Agent may assume the following Lenders
are Defaulting Lenders:-






	 	(a)	 	any Lender which has notified the Agent that it has
become a Defaulting Lender;






	 	(b)	 	any Lender in relation to which it is aware that any
of the events or circumstances referred to in paragraphs (a), (b) or (c)
of the definition of “Defaulting Lender” has occurred,






unless it has received notice to the contrary from the Lender concerned
(together with any supporting evidence reasonably requested by the Agent) or
the Agent is otherwise aware that the Lender has ceased to be a Defaulting
Lender.




	38.5	 	Replacement of a Defaulting Lender






	 	38.5.1	 	The Parent may, at any time a Lender has become and continues to be a Defaulting
Lender, by giving 10 Business Days’ prior written notice to the Agent and such
Lender:-






	 	(a)	 	replace such Lender by requiring such Lender to (and
such Lender shall) transfer pursuant to Clause 26 (Changes to Lenders) all
(and not part only) of its rights and obligations under this Agreement;






	 	(b)	 	require such Lender to (and such Lender shall)
transfer pursuant to Clause 26 (Changes to Lenders) all (and not part
only) of the undrawn Revolving Commitment of the Lender; or






	 	(c)	 	require such Lender to (and such Lender shall)
transfer pursuant to Clause 26 (Changes to Lenders) all (and not part
only) of its rights and obligations in respect of the Facility,






to a Lender or other bank, financial institution, trust, fund or other entity
(a "Replacement Lender”) selected by the Parent, and which (unless the Agent is
an Impaired Agent) is acceptable to the Agent (acting reasonably), which
confirms its willingness to assume and does assume all the obligations or all
the relevant obligations of the transferring Lender (including the assumption
of the transferring Lender’s participations or unfunded participations (as the
case may be) on the same basis as the transferring Lender) for a purchase price
in cash payable at the time of transfer equal to the outstanding principal
amount of such Lender’s participation in the outstanding Utilisations and all
accrued interest and/or fees, Break Costs and other amounts payable in relation
thereto under the Finance Documents.




	 	38.5.2	 	Any transfer of rights and obligations of a Defaulting Lender pursuant to this
Clause shall be subject to the following conditions:-






	 	(a)	 	the Parent shall have no right to replace the Agent
or Security Agent;






	 	(b)	 	neither the Agent nor the Defaulting Lender shall
have any obligation to the Parent to find a Replacement Lender;






	 	(c)	 	the transfer must take place no later than 10 days
after the notice referred to in Clause 38.5.1 above; and






	 	(d)	 	in no event shall the Defaulting Lender be required
to pay or surrender to the Replacement Lender any of the fees received by
the Defaulting Lender pursuant to the Finance Documents.






	39.	 	CONFIDENTIALITY






	39.1	 	Confidential Information






Each Finance Party agrees to keep all Confidential Information confidential and not to
disclose it to anyone, save to the extent permitted by Clause 39.2 (Disclosure of
Confidential Information) and Clause 39.3 (Disclosure to numbering service providers), and
to ensure that all Confidential Information is protected with security measures and a
degree of care that would apply to its own confidential information.




	39.2	 	Disclosure of Confidential Information






Any Finance Party may disclose:-




	 	39.2.1	 	to any of its Affiliates and Related Funds and any of its or their officers,
directors, employees, professional advisers, auditors, partners and Representatives
such Confidential Information as that Finance Party shall consider appropriate if
any person to whom the Confidential Information is to be given pursuant to this
Clause 39.2.1 is informed in writing prior to disclosure of its confidential nature
and that some or all of such Confidential Information may be price-sensitive
information except that there shall be no such requirement to so inform if the
recipient is subject to professional obligations to maintain the confidentiality of
the information or is otherwise bound by requirements of confidentiality in relation
to the Confidential Information;






	 	39.2.2	 	to any person:-






	 	(a)	 	to (or through) whom it assigns or transfers (or may
potentially assign or transfer) all or any of its rights and/or
obligations under one or more Finance Documents and to any of that
person’s Affiliates, Related Funds, Representatives and professional
advisers;






	 	(b)	 	with (or through) whom it enters into (or may
potentially enter into), whether directly or indirectly, any
sub-participation in relation to, or any other transaction under which
payments are to be made or may be made by reference to, one or more
Finance Documents and/or one or more Obligors and to any of that person’s
Affiliates, Related Funds, Representatives and professional advisers;






	 	(c)	 	appointed by any Finance Party or by a person to whom
Clause 39.2.2(a) or (b) above applies to receive communications, notices,
information or documents delivered pursuant to the Finance Documents on
its behalf (including, without limitation, any person appointed under
Clause 29.14.4);






	 	(d)	 	who invests in or otherwise finances (or may
potentially invest in or otherwise finance), directly or indirectly, any
transaction referred to in Clause 39.2.2(a) or 39.2.2(b) above;






	 	(e)	 	to whom information is required or requested to be
disclosed by any court of competent jurisdiction or any governmental,
banking, taxation or other regulatory authority or similar body, the rules
of any relevant stock exchange or pursuant to any applicable law or
regulation;






	 	(f)	 	to whom or for whose benefit that Finance Party
charges, assigns or otherwise creates Security (or may do so) pursuant to
Clause 26.9 (Security over Lenders’ rights);






	 	(g)	 	to whom information is required to be disclosed in
connection with, and for the purposes of, any litigation, arbitration,
administrative or other investigations, proceedings or disputes;






	 	(h)	 	who is a Party; or






	 	(i)	 	with the consent of the Company;






in each case, such Confidential Information as that Finance Party shall
consider appropriate;




	 	(i)	 	in relation to Clauses 39.2.2(a),
39.2.2(b) and 39.2.2(c) above, the person to whom the
Confidential Information is to be given has entered into a
Confidentiality Undertaking except that there shall be no
requirement for a Confidentiality Undertaking if the recipient is
a professional adviser and is subject to professional obligations
to maintain the confidentiality of the Confidential Information;






	 	(ii)	 	in relation to Clause 39.2.2(d)
above, the person to whom the Confidential Information is to be
given has entered into a Confidentiality Undertaking or is
otherwise bound by requirements of confidentiality in relation to
the Confidential Information they receive and is informed that
some or all of such Confidential Information may be
price-sensitive information;






	 	(iii)	 	in relation to Clauses 39.2.2(e),
39.2.2(f) and 39.2.2(g) above, the person to whom the
Confidential Information is to be given is informed of its
confidential nature and that some or all of such Confidential
Information may be price-sensitive information except that there
shall be no requirement to so inform if, in the opinion of that
Finance Party, it is not practicable so to do in the
circumstances;






	 	39.2.3	 	to any person appointed by that Finance Party or by a person to whom
Clause 39.2.2(a) or 39.2.2(b) above applies to provide administration or settlement
services in respect of one or more of the Finance Documents including without
limitation, in relation to the trading of participations in respect of the Finance
Documents, such Confidential Information as may be required to be disclosed to
enable such service provider to provide any of the services referred to in this
Clause 39.2.3 if the service provider to whom the Confidential Information is to be
given has entered into a confidentiality agreement substantially in the form of the
LMA Master Confidentiality Undertaking for Use With Administration/Settlement
Service Providers or such other form of confidentiality undertaking agreed between
the Company and the relevant Finance Party;






	 	39.2.4	 	to any rating agency (including its professional advisers) such Confidential
Information as may be required to be disclosed to enable such rating agency to carry
out its normal rating activities in relation to the Finance Documents and/or the
Obligors if the rating agency to whom the Confidential Information is to be given is
informed of its confidential nature and that some or all of such Confidential
Information may be price-sensitive information; and






	 	39.2.5	 	to any investor or a potential investor in a securitisation (or similar
transaction of broadly equivalent economic effect) of that Finance Party’s rights or
obligations under the Finance Documents the size and term of the Facility and the
name of each of the Obligors .






	39.3	 	Disclosure to numbering service providers






	 	39.3.1	 	Any Finance Party may disclose to any national or international numbering service
provider appointed by that Finance Party to provide identification numbering
services in respect of this Agreement, the Facility and/or one or more Obligors the
following information:-






	 	(a)	 	names of Obligors;






	 	(b)	 	country of domicile of Obligors;






	 	(c)	 	place of incorporation of Obligors;






	 	(d)	 	date of this Agreement;






	 	(e)	 	the names of the Agent and the Arranger;






	 	(f)	 	date of each amendment and restatement of this
Agreement;






	 	(g)	 	amount of Total Commitments;






	 	(h)	 	currencies of the Facility;






	 	(i)	 	type of Facility;






	 	(j)	 	ranking of Facility;






	 	(k)	 	Termination Date for Facility;






	 	(l)	 	changes to any of the information previously supplied
pursuant to sub-clauses (a) to (k) above; and






	 	(m)	 	such other information agreed between such Finance
Party and the Company,






to enable such numbering service provider to provide its usual syndicated loan
numbering identification services.




	 	39.3.2	 	The Parties acknowledge and agree that each identification number assigned to this
Agreement, the Facility and/or one or more Obligors by a numbering service provider
and the information associated with each such number may be disclosed to users of
its services in accordance with the standard terms and conditions of that numbering
service provider.






	 	39.3.3	 	Each Obligor represents that none of the information set out in sub-clauses (a) to
(m) of Clause 39.3.1 above is, nor will at any time be, unpublished price-sensitive
information.






	 	39.3.4	 	The Agent shall notify the Company and the other Finance Parties of:-






	 	(a)	 	the name of any numbering service provider appointed
by the Agent in respect of this Agreement, the Facility and/or one or more
Obligors; and






	 	(b)	 	the number or, as the case may be, numbers assigned
to this Agreement, the Facility and/or one or more Obligors by such
numbering service provider.






	39.4	 	Entire agreement






This Clause 39 (Confidentiality) constitutes the entire agreement between the Parties in
relation to the obligations of the Finance Parties under the Finance Documents regarding
Confidential Information and supersedes any previous agreement, whether express or
implied, regarding Confidential Information.




	39.5	 	Inside information






Each of the Finance Parties acknowledges that some or all of the Confidential Information
is or may be price-sensitive information and that the use of such information may be
regulated or prohibited by applicable legislation including securities law relating to
insider dealing and market abuse and each of the Finance Parties undertakes not to use any
Confidential Information for any unlawful purpose.




	39.6	 	Notification of disclosure






Each of the Finance Parties agrees (to the extent permitted by law and regulation) to
inform the Company:-




	 	39.6.1	 	of the circumstances of any disclosure of Confidential Information made pursuant
to Clause 39.2.2(e) except where such disclosure is made to any of the persons
referred to in that sub-clause during the ordinary course of its supervisory or
regulatory function; and






	 	39.6.2	 	upon becoming aware that Confidential Information has been disclosed in breach of
this Clause 39 (Confidentiality).






	39.7	 	Continuing obligations






The obligations in this Clause 39 (Confidentiality) are continuing and, in particular,
shall survive and remain binding on each Finance Party for a period of twelve months from
the earlier of:-




	 	39.7.1	 	the date on which all amounts payable by the Obligors under or in connection with
the Finance Documents have been paid in full and all Commitments have been cancelled
or otherwise cease to be available; and






	 	39.7.2	 	the date on which such Finance Party otherwise ceases to be a Finance Party.






	40.	 	COUNTERPARTS






Each Finance Document may be executed in any number of counterparts, and this has the same
effect as if the signatures on the counterparts were on a single copy of the Finance
Document.



11



SECTION 12

GOVERNING LAW AND ENFORCEMENT





	41.	 	GOVERNING LAW






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




	42.	 	ENFORCEMENT






	42.1	 	Jurisdiction of English courts






	 	42.1.1	 	The courts of England have exclusive jurisdiction to settle any dispute arising
out of or in connection with this Agreement (including a dispute relating to the
existence, validity or termination of this Agreement or any non-contractual
obligation arising out of or in connection with this Agreement) (a “Dispute”).






	 	42.1.2	 	The Parties agree that the courts of England are the most appropriate and
convenient courts to settle Disputes and accordingly no Party will argue to the
contrary.






	 	42.1.3	 	This Clause 42.1 is for the benefit of the Finance Parties and Secured Parties
only. As a result, no Finance Party or Secured Party shall be prevented from taking
proceedings relating to a Dispute in any other courts with jurisdiction. To the
extent allowed by law, the Finance Parties and Secured Parties may take concurrent
proceedings in any number of jurisdictions.






	42.2	 	Service of process






	 	42.2.1	 	Without prejudice to any other mode of service allowed under any relevant law,
each Obligor (other than an Obligor incorporated in England and Wales):-






	 	(a)	 	irrevocably appoints the Company as its agent for
service of process in relation to any proceedings before the English
courts in connection with any Finance Document and the Company by its
execution of this Agreement, accepts that appointment); and






	 	(b)	 	agrees that failure by an agent for service of
process to notify the relevant Obligor of the process will not invalidate
the proceedings concerned.






	 	42.2.2	 	If any person appointed as an agent for service of process is unable for any
reason to act as agent for service of process, the Company (on behalf of all the
Obligors) must immediately (and in any event within 5 days of such event taking
place) appoint another agent on terms acceptable to the Agent. Failing this, the
Agent may appoint another agent for this purpose.






	 	42.2.3	 	The Company expressly agrees and consents to the provisions of this Clause 42 and
Clause 41 (Governing law).





This Agreement has been entered into on the date stated at the beginning of this Agreement.



SCHEDULE 1





12






THE ORIGINAL PARTIES

PART 1

THE ORIGINAL OBLIGORS




	 	 	 	 	 
	Name of Original Borrower
	 	Registration number (or equivalent, if any)
	 
	 	Jurisdiction of Incorporation
	Sytner Group Limited
	 	 	2883766	 
	Name of Original Guarantor
	 	Registration number (or equivalent, if any)
	 
	 	Jurisdiction of Incorporation
	UAG UK Holdings Limited
	 	 	4334322	 
	Sytner Group Limited
	 	 	2883766	 
	Sytner Cars Limited
	 	 	2832086	 
	Sytner Limited
	 	 	813696	 
	Sytner Holdings Limited
	 	 	2681878	 
	Goodman Retail Limited
	 	 	3097514	 
	R Stratton & Co Limited
	 	 	2696872	 
	Cruickshank Motors Limited
	 	 	1837492	 
	Graypaul Motors Limited
	 	 	3079284	 
	Sytner Coventry Limited
	 	 	1979805	 
	William Jacks Limited
	 	 	215293	 
	William Jacks Properties Limited
	 	 	1120920	 
	Ryland Group Limited
	 	 	4813103	 
	Rydnal Limited
	 	 	4814756	 
	Ryland Investments Limited
	 	 	491856	 
	Rycroft Vehicles Limited
	 	 	248481	 
	Sytner Retail Limited
	 	 	833930	 
	Ryland Group Services Limited
	 	 	1356615	 
	Ryland Properties Limited
	 	 	2286173	 
	John Fox Limited
	 	 	1359925	 
	Edmond & Milburn Limited
	 	 	3008457	 
	Sytner Vehicles Limited
	 	 	7089922	 
	Sytner Properties Limited
	 	 	3611990	 
	Maranello Holdings Limited
	 	 	2001186	 
	Maranello Concessionaires Limited
	 	 	655104	 
	Maranello Sales Limited
	 	 	1443371	 
	Goodman TPS Limited
	 	 	6821483	 
	Guy Salmon Limited
	 	 	3574418	 
	Mar Parts Limited
	 	 	827692	 






PART 2





13






THE ORIGINAL LENDERS — OTHER THAN UK NON-BANK LENDERS




	 	 	 	 	 
	Name of Original Lender
	 	Commitment
	 	Treaty Passport scheme reference

number and jurisdiction of tax

residence (if applicable)

	National Westminster Bank Plc
	 	£50,000,000
	 	








PART 3





14






THE ORIGINAL LENDERS — UK NON-BANK LENDERS




	 	 	 
	Name of Original Lender

	 	Commitment
	BMW Financial Services (GB) Limited

	 	£50,000,000






SCHEDULE 2





15






CONDITIONS PRECEDENT

PART 1

CONDITIONS PRECEDENT TO SIGNING OF THE AGREEMENT





	1.	 	Obligors






	1.1	 	A copy of the constitutional documents of each Original Obligor.






	1.2	 	A copy of a resolution of the board of directors of each Original Obligor:-






	 	1.2.1	 	approving the terms of, and the transactions contemplated by, the
Finance Documents to which it is a party and resolving that it execute, deliver and
perform the Finance Documents to which it is a party;






	 	1.2.2	 	authorising a specified person or persons to execute the Finance
Documents to which it is a party on its behalf;






	 	1.2.3	 	authorising a specified person or persons, on its behalf, to sign and/or
despatch all documents and notices (including, if relevant, any Utilisation Request)
to be signed and/or despatched by it under or in connection with the Finance
Documents to which it is a party; and






	 	1.2.4	 	in the case of an Obligor other than the Company, authorising the
Company to act as its agent in connection with the Finance Documents.






	1.3	 	A specimen of the signature of each person authorised by the resolution referred to in
paragraph 1.2 above in relation to the Finance Documents and related documents.






	1.4	 	A copy of a resolution signed by all the holders of the issued shares in each Original
Guarantor, approving the terms of, and the transactions contemplated by, the Finance Documents
to which the Original Guarantor is a party.






	1.5	 	A copy of a resolution of the board of directors of each corporate shareholder of each
Original Guarantor (other than the Parent) approving the terms of the resolution referred to
in paragraph 1.4 above.






	1.6	 	A certificate of the Company (signed by a director) confirming that borrowing or guaranteeing
or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee,
security or similar limit binding on any Original Obligor to be exceeded.






	1.7	 	A certificate of an authorised signatory of the Company or other relevant Original Obligor
certifying that each copy document relating to it specified in this Part 1 of Schedule 2 is
correct, complete and in full force and effect and has not been amended or superseded as at a
date no earlier than the date of this Agreement.






	2.	 	Finance Documents






	2.1	 	The Intercreditor Agreement executed by the members of the Group party to that Agreement.






	2.2	 	This Agreement executed by the members of the Group party to this Agreement.






	2.3	 	The Fee Letters executed by the Company.






	2.4	 	The Vehicle Financier Deeds of Priority executed by BMW Financial Services (GB) Limited and
Volkswagen Financial Services (UK) Limited and Volkswagen Bank GmbH (trading as Volkswagen
Bank United Kingdom Branch) and the other parties to those deeds (incorporating the consent of
the relevant vehicle financier to the creation and subsistence of the Transaction Security
Documents).






	2.5	 	A consent letter executed by Mercedes-Benz Bank AG UK Branch (“MB”) pursuant to which MB
consents to the creation and subsistence of the Transaction Security Documents.






	2.6	 	At least two originals of the following Transaction Security Documents executed by the
Original Obligors specified below opposite the relevant Transaction Security Document:-





	 	 	 
	Name of Original Obligor

	 	Transaction Security Document
	All Original Obligors

	 	Debenture







	2.7	 	A copy of all notices required to be sent under the Transaction Security Documents executed
by the relevant Obligors duly acknowledged by the addressee.






	2.8	 	A copy of all share certificates, transfers and stock transfer forms or equivalent duly
executed by the relevant Obligor in blank in relation to the assets subject to or expressed to
be subject to the Transaction Security and other documents of title to be provided under the
Transaction Security Documents.






	3.	 	Insurance






	3.1	 	A letter from Cooke & Mason Plc insurance broker dated the date of this Agreement addressed
to the Agent, the Arrangers, the Security Agent and the Lenders listing the insurance policies
of the Group and confirming that they are on risk and that the insurance for the Group at the
date of this Agreement is at a level acceptable to the Majority Lenders and covering
appropriate risks for the business carried out by the Group.






	3.2	 	Written evidence that the insurance policy(ies) relating to the Charged Property contain (in
form and substance reasonably satisfactory to the Security Agent) an endorsement naming the
Security Agent as joint loss payee.






	4.	 	Legal opinions






A legal opinion of Pinsent Masons LLP, legal advisers to the Agent and the Arranger as to
English law substantially in the form distributed to the Original Lenders prior to signing
this Agreement and addressed to the Agent, the Security Agent and the Original Lenders and
capable of being relied upon by the Original Lenders.




	5.	 	Other documents and evidence






	5.1	 	The Group Structure Chart (to include details of Dormant Subsidiaries).






	5.2	 	The Budget.






	5.3	 	A copy, certified by an authorised signatory of the Company to be a true copy, of the
Original Financial Statements of each Obligor.






	5.4	 	A certificate signed by an authorised signatory of the Company confirming which companies
within the Group are Material Companies and that the aggregate of earnings before interest,
tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA, as
defined in Clause 23 (Financial Covenants)) and the aggregate gross assets, the aggregate net
assets and aggregate turnover of the Original Guarantors (other than the Parent) (in each case
calculated on an unconsolidated basis and excluding all intra-Group items and investments in
Subsidiaries of any member of the Group) exceeds 90% of the Consolidated EBITDA (as defined in
Clause 23 (Financial Covenants)) and consolidated gross assets, consolidated net assets and
consolidated turnover of the Group.






	5.5	 	A copy of any other Authorisation or other document, opinion or assurance which the Agent
considers to be necessary or desirable (if it has notified the Company accordingly) in
connection with the entry into and performance of the transactions contemplated by any Finance
Document or for the validity and enforceability of any Finance Document.






	5.6	 	Evidence that the fees, costs and expenses then due from the Company pursuant to Clause 14
(Fees), Clause 14.5 (Interest, commission and fees on Ancillary Facilities), Clause 15.7
(Stamp taxes) and Clause 19 (Costs and expenses) have been paid or will be paid by the first
Utilisation Date.






	5.7	 	Utilisation Requests relating to any Utilisations to be made on the Closing Date.






	5.8	 	A deed of release in respect of the general charge dated 16 August 1993 granted by Sytner
Limited in favour of BMW Finance (GB) Limited.






	5.9	 	A deed of release in respect of the legal charge dated 28 July 2009 granted by Sytner Cars
Limited in favour of Porsche Financial Services Great Britain Limited.






	5.10	 	Companies House Forms MG02 in relation to the following charges:-






	 	5.10.1	 	General charge dated 30 September 1994 granted by John Fox Limited in favour of
Volkswagen Financial Services (UK) Limited;






	 	5.10.2	 	Debenture dated 19 December 1995 granted by Sytner Holdings Limited in favour of
Saab Finance Limited;






	 	5.10.3	 	Charge over deposit dated 7 March 2002 granted by the Parent in favour the The
Royal Bank of Scotland plc (as issuing bank); and






	 	5.10.4	 	General charge dated 16 August 1993 granted by Sytner Limited in favour of BMW
Finance (GB) Limited.






	 	5.10.5	 	Legal charge dated 28 July 2009 granted by Sytner Cars Limited in favour of
Porsche Financial Services Great Britain Limited





PART 2





16






CONDITIONS PRECEDENT REQUIRED TO BE DELIVERED BY AN ADDITIONAL OBLIGOR





	1.	 	An Accession Deed executed by the Additional Obligor and the Company.






	2.	 	A copy of the constitutional documents of the Additional Obligor.






	3.	 	A copy of a resolution of the board of directors of the Additional Obligor:-






	3.1	 	approving the terms of, and the transactions contemplated by, the Accession Deed and the
Finance Documents and resolving that it execute, deliver and perform the Accession Deed and
any other Finance Document to which it is party;






	3.2	 	authorising a specified person or persons to execute the Accession Deed and other Finance
Documents on its behalf;






	3.3	 	authorising a specified person or persons, on its behalf, to sign and/or despatch all other
documents and notices (including, in relation to an Additional Borrower or any Utilisation
Request to be signed and/or despatched by it under or in connection with the Finance Documents
to which it is a party; and






	3.4	 	authorising the Company to act as its agent in connection with the Finance Documents.






	4.	 	If applicable, a copy of a resolution of the board of directors of the Additional Obligor,
establishing the committee referred to in paragraph 3 above.






	5.	 	A specimen of the signature of each person authorised by the resolution referred to in
paragraph 3 above.






	6.	 	A copy of a resolution signed by all the holders of the issued shares of the Additional
Guarantor, approving the terms of, and the transactions contemplated by, the Finance Documents
to which the Additional Guarantor is a party.






	7.	 	A copy of a resolution of the board of directors of each corporate shareholder of each
Additional Guarantor approving the terms of the resolution referred to in paragraph 6 above.






	8.	 	A certificate of the Additional Obligor (signed by a director) confirming that borrowing or
guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing,
guarantee, security or similar limit binding on it to be exceeded.






	9.	 	A certificate of an authorised signatory of the Additional Obligor certifying that each copy
document listed in this Part 2 of Schedule 2 is correct, complete and in full force and effect
and has not been amended or superseded as at a date no earlier than the date of the Accession
Deed.






	10.	 	If available, the latest audited financial statements of the Additional Obligor.






	11.	 	The following legal opinions, each addressed to the Agent, the Security Agent and the
Lenders:-






	11.1	 	A legal opinion of the legal advisers to the Agent in England, as to English law in the form
distributed to the Lenders prior to signing the Accession Deed.






	11.2	 	If the Additional Obligor is incorporated in or has its “centre of main interest” or
“establishment” (as referred to in Clause 21.27 (Centre of main interests and establishments))
in a jurisdiction other than England and Wales or is executing a Finance Document which is
governed by a law other than English law, a legal opinion of the legal advisers to the Agent
in the jurisdiction of its incorporation, “centre of main interest” or “establishment” (as
applicable) or, as the case may be, the jurisdiction of the governing law of that Finance
Document (the “Applicable Jurisdiction”) as to the law of the Applicable Jurisdiction and in
the form distributed to the Lenders prior to signing the Accession Deed.






	12.	 	If the proposed Additional Obligor is incorporated in a jurisdiction other than England and
Wales, evidence that the process agent specified in Clause 42.2 (Service of process), if not
an Obligor, has accepted its appointment in relation to the proposed Additional Obligor.






	13.	 	Any security documents which, subject to the Agreed Security Principles, are required by the
Agent to be executed by the proposed Additional Obligor.






	14.	 	Any notices or documents required to be given or executed under the terms of those security
documents.






	 	 	15.






	15.1	 	If the Additional Obligor is incorporated in England and Wales, Scotland or Northern Ireland,
evidence that the Additional Obligor has done all that is necessary (including, without
limitation, by re-registering as a private company) to comply with sections 677 to 683 of the
Companies Act 2006 in order to enable that Additional Obligor to enter into the Finance
Documents and perform its obligations under the Finance Documents.






	15.2	 	If the Additional Obligor is not incorporated in England and Wales, Scotland or Northern
Ireland, such documentary evidence as legal counsel to the Agent may require, that such
Additional Obligor has complied with any law in its jurisdiction relating to financial
assistance or analogous process.






	16.	 	A copy of any other authorisation, consent, approval, resolution, licence, exemption, filing,
notarisation or registration or other document, opinion or assurance which the Agent considers
to be necessary or desirable in connection with the entry into and performance of the
transactions contemplated by the Accession Deed or for the validity and enforceability of any
Finance Document.





SCHEDULE 3





17






UTILISATION REQUEST




	 	 	 
	From:

To:

	 	[Sytner Group Limited]*

[Agent]






Dated:



Dear Sirs



Sytner Group Limited – £100,000,000 Facility Agreement

dated [                    ] 2011 (the “Facility Agreement”)





	1.	 	We refer to the Facility Agreement. This is a Utilisation Request. Terms defined in the
Facility Agreement have the same meaning in this Utilisation Request unless given a different
meaning in this Utilisation Request.






	2.	 	We wish to borrow a Loan on the following terms:-






	 	(a)	 	Borrower: [                    ]






	 	(b)	 	Proposed Utilisation Date: [                    ] (or, if that is not a
Business Day, the next Business Day)





	 	 	 	 	 
	(d)

(e)

(f)
	 	Currency of Loan:

Amount:

Interest Period:

	 	[                    ]

[                    ] or, if less, the Available Facility

[                    ]







	3.	 	We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is
satisfied on the date of this Utilisation Request.






	4.	 	The proceeds of this Loan should be credited to [account].






	5.	 	This Utilisation Request is irrevocable.





Yours faithfully

........................................

authorised signatory for

the Company




*





18






SCHEDULE 4

MANDATORY COST FORMULAE





	1.	 	The Mandatory Cost is an addition to the interest rate to compensate Lenders for the cost of
compliance with (a) the requirements of the Bank of England and/or the Financial Services
Authority (or, in either case, any other authority which replaces all or any of its functions)
or (b) the requirements of the European Central Bank.






	2.	 	On the first day of each Interest Period (or as soon as possible thereafter) the Agent shall
calculate, as a percentage rate, a rate (the “Additional Cost Rate”) for each Lender, in
accordance with the paragraphs set out below. The Mandatory Cost will be calculated by the
Agent as a weighted average of the Lenders’ Additional Cost Rates (weighted in proportion to
the percentage participation of each Lender in the relevant Loan) and will be expressed as a
percentage rate per annum.






	3.	 	The Additional Cost Rate for any Lender lending from a Facility Office in a Participating
Member State will be the percentage notified by that Lender to the Agent. This percentage
will be certified by that Lender in its notice to the Agent to be its reasonable determination
of the cost (expressed as a percentage of that Lender’s participation in all Loans made from
that Facility Office) of complying with the minimum reserve requirements of the European
Central Bank in respect of loans made from that Facility Office.






	4.	 	The Additional Cost Rate for any Lender lending from a Facility Office in the United Kingdom
will be calculated by the Agent as follows:






	 	(a)	 	in relation to a sterling Loan:






per cent per annum




	 	(b)	 	in relation to a Loan in any currency other than sterling:






per cent per annum.




Where:




	 	 	 	A            is the percentage of Eligible Liabilities (assuming these to be in excess of
any stated minimum) which that Lender is from time to time required to maintain as an
interest free cash ratio deposit with the Bank of England to comply with cash ratio
requirements.






	 	 	 	B            is the percentage rate of interest (excluding the Margin and the Mandatory Cost
and, if the Loan is an Unpaid Sum, the additional rate of interest specified in Clause
11.3.1 payable for the relevant Interest Period on the Loan.






	 	 	 	C            is the percentage (if any) of Eligible Liabilities which that Lender is
required from time to time to maintain as interest bearing Special Deposits with the
Bank of England.






	 	 	 	D            is the percentage rate per annum payable by the Bank of England to the Agent on
interest bearing Special Deposits.






	 	 	 	E            is designed to compensate Lenders for amounts payable under the Fees Rules and
is calculated by the Agent as being the average of the most recent rates of charge
supplied by the Base Reference Banks to the Agent pursuant to paragraph 7 below and
expressed in pounds per £1,000,000.






	5.	 	For the purposes of this Schedule:-





	 	 	 
	"Eligible Liabilities” and “Special

Deposits”
	 	have the meanings given to them from

time to time under or pursuant to the

Bank of England Act 1998 or (as may

be appropriate) by the Bank of

England

	"Fees Rules”
	 	means the rules on periodic fees

contained in the FSA Supervision

Manual or such other law or

regulation as may be in force from

time to time in respect of the

payment of fees for the acceptance of

deposits

	"Fee Tariffs”
	 	means the fee tariffs specified in

the Fees Rules under the activity

group A.1 Deposit acceptors (ignoring

any minimum fee or zero rated fee

required pursuant to the Fees Rules

but taking into account any

applicable discount rate)

	"Tariff Base”
	 	has the meaning given to it in, and

will be calculated in accordance

with, the Fees Rules








	6.	 	In application of the above formulae, A, B, C and D will be included in the formulae as
percentages (i.e. 5 per cent. will be included in the formula as 5 and not as 0.05). A
negative result obtained by subtracting D from B shall be taken as zero. The resulting
figures shall be rounded to four decimal places.






	7.	 	If requested by the Agent, each Base Reference Bank shall, as soon as practicable after
publication by the Financial Services Authority, supply to the Agent, the rate of charge
payable by that Base Reference Bank to the Financial Services Authority pursuant to the Fees
Rules in respect of the relevant financial year of the Financial Services Authority
(calculated for this purpose by that Base Reference Bank as being the average of the Fee
Tariffs applicable to that Base Reference Bank for that financial year) and expressed in
pounds per £1,000,000 of the Tariff Base of that Base Reference Bank.






	8.	 	Each Lender shall supply any information required by the Agent for the purpose of calculating
its Additional Cost Rate. In particular, but without limitation, each Lender shall supply the
following information on or prior to the date on which it becomes a Lender:






	 	(a)	 	the jurisdiction of its Facility Office; and






	 	(b)	 	any other information that the Agent may reasonably require for such purpose.






Each Lender shall promptly notify the Agent of any change to the information provided by it
pursuant to this paragraph.




	9.	 	The percentages of each Lender for the purpose of A and C above and the rates of charge of
each Base Reference Bank for the purpose of E above shall be determined by the Agent based
upon the information supplied to it pursuant to paragraphs 7 and 8 above and on the assumption
that, unless a Lender notifies the Agent to the contrary, each Lender’s obligations in
relation to cash ratio deposits and Special Deposits are the same as those of a typical bank
from its jurisdiction of incorporation with a Facility Office in the same jurisdiction as its
Facility Office.






	10.	 	The Agent shall have no liability to any person if such determination results in an
Additional Cost Rate which over or under compensates any Lender and shall be entitled to
assume that the information provided by any Lender or Base Reference Bank pursuant to
paragraphs 3, 7 and 8 above is true and correct in all respects.






	11.	 	The Agent shall distribute the additional amounts received as a result of the Mandatory Cost
to the Lenders on the basis of the Additional Cost Rate for each Lender based on the
information provided by each Lender and each Base Reference Bank pursuant to paragraphs 3, 7
and 8 above.






	12.	 	Any determination by the Agent pursuant to this Schedule in relation to a formula, the
Mandatory Cost, an Additional Cost Rate or any amount payable to a Lender shall, in the
absence of manifest error, be conclusive and binding on all Parties.






	13.	 	The Agent may from time to time, after consultation with the Company and the Lenders,
determine and notify to all Parties any amendments which are required to be made to this
Schedule in order to comply with any change in law, regulation or any requirements from time
to time imposed by the Bank of England, the Financial Services Authority or the European
Central Bank (or, in any case, any other authority which replaces all or any of its functions)
and any such determination shall, in the absence of manifest error, be conclusive and binding
on all Parties.





SCHEDULE 5





19






FORM OF TRANSFER CERTIFICATE




	 	 	 
	To:

From:

Dated:

	 	[                    ] as Agent and [                    ] as Security Agent

[The Existing Lender] (the “Existing Lender”) and [The New Lender] (the “New Lender”)









Sytner Group Limited – £100,000,000 Facility Agreement

dated [                    ] 2011 (the “Facility Agreement”)





	1.	 	We refer to the Facility Agreement. This agreement (the “Agreement”) shall take effect as a
Transfer Certificate for the purpose of the Facility Agreement. Terms defined in the Facility
Agreement have the same meaning in this Agreement unless given a different meaning in this
Agreement.






	2.	 	We refer to Clause 26.5 (Procedure for transfer) of the Facility Agreement:-






	2.1	 	The Existing Lender and the New Lender agree to the Existing Lender transferring to the New
Lender by novation all or part of the Existing Lender’s Commitment, rights and obligations
referred to in the Schedule in accordance with Clause 26.5 (Procedure for transfer).






	2.2	 	The proposed Transfer Date is [                    ].






	2.3	 	The Facility Office and address, fax number and attention details for notices of the New
Lender for the purposes of Clause 34.2 (Addresses) are set out in the Schedule.






	3.	 	The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations
set out in Clause 26.4.3.






	4.	 	The New Lender confirms, for the benefit of the Agent and without liability to any Obligor,
that it is:-






	4.1	 	[a Qualifying Lender falling within paragraph (a)(i) [or paragraph (b)] of the definition of
Qualifying Lender;]






	4.2	 	[a Treaty Lender;]






	4.3	 	[not a Qualifying Lender]. 






	5.	 	[The New Lender confirms that the person beneficially entitled to interest payable to that
Lender in respect of an advance under a Finance Document is either:-





	 	 	 	 	 
	5.1	 	a company resident in the United Kingdom for United Kingdom tax purposes;
	5.2

	 	a partnership each member of which is:-

5.2.1
	 	

a company so resident in the United Kingdom; or







	 	5.2.2	 	a company not so resident in the United Kingdom which carries on a trade
in the United Kingdom through a permanent establishment and which brings into
account in computing its chargeable profits (within the meaning of section 19 of the
CTA) the whole of any share of interest payable in respect of that advance that
falls to it by reason of Part 17 of the CTA; or






	 	5.2.3	 	a company not so resident in the United Kingdom which carries on a trade
in the United Kingdom through a permanent establishment and which brings into
account interest payable in respect of that advance in computing the chargeable
profits (within the meaning of section 19 of the CTA) of that company.]






	6.	 	[The New Lender confirms (for the benefit of the Agent and without liability to any Obligor)
that it is a Treaty Lender that holds a passport under the HMRC DT Treaty Passport scheme
(reference number [ ]), and is tax resident in [            ] so that interest payable to
it by borrowers is generally subject to full exemption from UK withholding tax and notifies
the Company that:-






	6.1	 	each Borrower which is a Party as a Borrower as at the Transfer Date must, to the extent that
the New Lender becomes a Lender under the Facility which is made available to that Borrower
pursuant to Clause 2.1 (The Facility) of the Facility Agreement, make an application to HM
Revenue & Customs under form DTTP2 within 30 days of the Transfer Date: and






	6.2	 	each Additional Borrower which becomes an Additional Borrower after the Transfer Date must,
to the extent that the New Lender is a Lender under a Facility which is made available to that
Additional Borrower pursuant to Clause 2.1 (The Facility) of the Facility Agreement, make an
application to HM Revenue & Customs under form DTTP2 within 30 days of becoming an Additional
Borrower.





	 	 	 
	[6/7].The New Lender confirms that it [is]/[is not]* a Sponsor Affiliate.
	[7/8].We refer to clause 20.3 (Assignment and transfer of Secured Liabilities) of the Intercreditor Agreement and confirm that the New
	Lender has executed a Deed of Accession (as defined in the Intercreditor Agreement).
	[8/9].

[9/10].

[10/11].

Note:
	 	This Agreement may be executed in any number of counterparts and this has the same effect

as if the signatures on the counterparts were on a single copy of this Agreement.

This Agreement and any non-contractual obligations arising out of or in connection with it

are governed by English law.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

The execution of this Transfer Certificate may not transfer a proportionate share of the

Existing Lender’s interest in the Transaction Security in all jurisdictions. It is the

responsibility of the New Lender to ascertain whether any other documents or other

formalities are required to perfect a transfer of such a share in the Existing Lender’s

Transaction Security in any jurisdiction and, if so, to arrange for execution of those

documents and completion of those formalities.







* Delete as applicable.



20



THE SCHEDULE

Commitment/rights and obligations to be transferred

[insert relevant details]

[Facility Office address, fax number and attention details for notices and account details for

payments,]




	 	 	 
	[Existing Lender]

	 	[New Lender]
	By:

	 	By:






This Agreement is accepted as a Transfer Certificate for the purposes of the Facility Agreement by
the Agent and the Transfer Date is confirmed as [                    ].



[Agent]



By:



SCHEDULE 6





21






FORM OF ASSIGNMENT AGREEMENT




	 	 	 
	To:

From:

Dated:

	 	[                    ] as Agent and [                    ], [                    ] as Security Agent,

[                    ] as Company, for and on behalf of each Obligor

[the Existing Lender] (the “Existing Lender”) and [the New Lender] (the “New Lender”)









Sytner Group Limited — £100,000,000 Facility Agreement

dated [                    ] 2011 (the “Facility Agreement”)





	1.	 	We refer to the Facility Agreement. This is an Assignment Agreement. This agreement
(the "Agreement”) shall take effect as an Assignment Agreement for the purpose of the Facility
Agreement. Terms defined in the Facility Agreement have the same meaning in this Agreement
unless given a different meaning in this Agreement.






	2.	 	We refer to Clause 26.6 (Procedure for assignment) of the Facility Agreement:-






	2.1	 	The Existing Lender assigns absolutely to the New Lender all the rights of the Existing
Lender under the Facility Agreement, the other Finance Documents and in respect of the
Transaction Security which correspond to that portion of the Existing Lender’s Commitments and
participations in Utilisations under the Facility Agreement as specified in the Schedule.






	2.2	 	The Existing Lender is released from all the obligations of the Existing Lender which
correspond to that portion of the Existing Lender’s Commitments and participations in
Utilisations under the Facility Agreement specified in the Schedule.






	2.3	 	The New Lender becomes a Party as a Lender and is bound by obligations equivalent to those
from which the Existing Lender is released under paragraph 2.2 above.






	3.	 	The proposed Transfer Date is [                    ].






	4.	 	On the Transfer Date the New Lender becomes:-






	4.1	 	Party to the relevant Finance Documents (other than the Intercreditor Agreement) as a Lender;
and






	4.2	 	Party to the Intercreditor Agreement as a Senior Lender.






	5.	 	The Facility Office and address, fax number and attention details for notices of the New
Lender for the purposes of Clause 34.2 (Addresses) are set out in the Schedule.






	6.	 	The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations
set out in Clause 26.4.3.






	7.	 	The New Lender confirms, for the benefit of the Agent and without liability to any Obligor,
that it is:-






	7.1	 	[a Qualifying Lender falling within paragraph (a)(i) [or paragraph (b)] of the definition of
Qualifying Lender;]






	7.2	 	[a Treaty Lender;]






	7.3	 	[not a Qualifying Lender]. 






	8.	 	[The New Lender confirms that the person beneficially entitled to interest payable to that
Lender in respect of an advance under a Finance Document is either:-





	 	 	 	 	 
	8.1	 	a company resident in the United Kingdom for United Kingdom tax purposes; or
	8.2

	 	a partnership each member of which is:-

8.2.1
	 	

a company so resident in the United Kingdom; or







	 	8.2.2	 	a company not so resident in the United Kingdom which carries on a trade
in the United Kingdom through a permanent establishment and which brings into
account in computing its chargeable profits (within the meaning of section 19 of the
CTA) the whole of any share of interest payable in respect of that advance that
falls to it by reason of Part 17 of the CTA; or






	8.3	 	a company not so resident in the United Kingdom which carries on a trade in the United
Kingdom through a permanent establishment and which brings into account interest payable in
respect of that advance in computing the chargeable profits (within the meaning of section 19
of the CTA) of that company.]






	9.	 	[The New Lender confirms (for the benefit of the Agent and without liability to any Obligor)
that it is a Treaty Lender that holds a passport under the HMRC DT Treaty Passport scheme
(reference number [ ] and is tax resident in [           ]), so that interest payable to it
by borrowers is generally subject to full exemption from UK withholding tax and notifies the
Company that:-






	9.1	 	each Borrower which is a Party as a Borrower as at the Transfer Date must, to the extent that
the New Lender becomes a Lender under a Facility which is made available to that Borrower
pursuant to Clause 2.1 (The Facility) of the Facility Agreement, make an application to HM
Revenue & Customs under form DTTP2 within 30 days of the Transfer Date; and






	9.2	 	each Additional Borrower which becomes an Additional Borrower after the Transfer Date must,
to the extent that the New Lender is a Lender under a Facility which is made available to that
Additional Borrower pursuant to Clause 2.1 (The Facility) of the Facility Agreement, make an
application to HM Revenue & Customs under form DTTP2 within 30 days of becoming an Additional
Borrower.





	 	 	 
	[10/11]

[11/12]

[12/13]

[13/14]

[14/15]

[15/16]

Note:
	 	The New Lender confirms that it [is]/[is not]* a Sponsor Affiliate.

We refer to clause 20.3 (Assignment and transfer of Secured Liabilities) of the Intercreditor Agreement and confirm that

the New Lender has executed a Deed of Accession (as defined in the Intercreditor Agreement).

This Agreement acts as notice to the Agent (on behalf of each Finance Party) and, upon delivery in accordance with

Clause 26.7 (Copy of Transfer Certificate or Assignment Agreement to Company) to the Company (on behalf of each Obligor)

of the assignment referred to in this Agreement.

This Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the

counterparts were on a single copy of this Agreement.

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

This Agreement has been entered into on the date stated at the beginning of this Agreement.

The execution of this Assignment Agreement may not transfer a proportionate share of the Existing Lender’s interest in the

Transaction Security in all jurisdictions. It is the responsibility of the New Lender to ascertain whether any other

documents or other formalities are required to perfect a transfer of such a share in the Existing Lender’s Transaction

Security in any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities.







* Delete as applicable.



22



THE SCHEDULE

Commitment/rights and obligations to be transferred by assignment, release and accession

[insert relevant details]

[Facility office address, fax number and attention details for notices and account details for

payments]




	 	 	 
	[Existing Lender]

By:

	 	[New Lender]

By:






This Agreement is accepted as an Assignment Agreement for the purposes of the Facility Agreement by
the Agent and the Transfer Date is confirmed as [                    ].



Signature of this Agreement by the Agent constitutes confirmation by the Agent of receipt of notice
of the assignment referred to in this Agreement, which notice the Agent receives on behalf of each
Finance Party.



[Agent]



By:



SCHEDULE 7





23






FORM OF ACCESSION DEED




	 	 	 
	To:

From:
	 	[                    ] as Agent and [                    ] as Security

Agent for itself and each of the other parties to the Intercreditor

Agreement referred to below

[Subsidiary] and [Company]







Dated:



Dear Sirs



Sytner Group Limited — £100,000,000 Facility Agreement

dated [                    ] 2011 (the “Facility Agreement”)





	1.	 	We refer to the Facility Agreement. This deed (the “Accession Deed”) shall take effect as an
Accession Deed for the purposes of the Facility Agreement. Terms defined in the Facility
Agreement have the same meaning in paragraphs 1-3 of this Accession Deed unless given a
different meaning in this Accession Deed.






	2.	 	[Subsidiary] agrees to become an Additional [Borrower]/[Guarantor] and to be bound by the
terms of the Facility Agreement and the other Finance Documents (other than the Intercreditor
Agreement) as an Additional [Borrower]/[Guarantor] pursuant to Clause [28.2 (Additional
Borrowers)]/[Clause 28.4 (Additional Guarantors)] of the Facility Agreement. [Subsidiary] is
a company duly incorporated under the laws of [name of relevant jurisdiction] and is a limited
liability company and registered number [                    ].






	3.	 	[Subsidiary’s] administrative details for the purposes of the Facility Agreement and the
Intercreditor Agreement are as follows:-






Address:




Fax No.:




Attention:




	4.	 	[Subsidiary] (for the purposes of this paragraph 4, the “Acceding Debtor”) intends to [incur
liabilities under the following documents]/[give a guarantee, indemnity or other assurance
against loss in respect of liabilities under the following documents]:-






[Insert details (date, parties and description) of relevant documents]




the “Relevant Documents”.




IT IS AGREED as follows:-




	 	(a)	 	Terms defined in the Intercreditor Agreement shall, unless otherwise defined in
this Accession Deed, bear the same meaning when used in this paragraph 4.






	 	(b)	 	The Acceding Debtor and the Security Agent agree that the Security Agent shall
hold:-






	 	(i)	 	[any Security in respect of liabilities created or expressed
to be created pursuant to the Relevant Documents;






	 	(ii)	 	all proceeds of that Security; and]






	 	(iii)	 	all obligations expressed to be undertaken by the Acceding
Debtor to pay amounts in respect of the liabilities to the Security Agent as
trustee for the Syndicated Finance Parties (in the Relevant Documents or
otherwise) and secured by the Transaction Security created in favour of the
Security Agent together with all representations and warranties expressed to
be given by the Acceding Debtor (in the Relevant Documents or otherwise) in
favour of the Security Agent as trustee for the Syndicated Finance Parties,






on trust for the Syndicated Finance Parties on the terms and conditions contained
in the Intercreditor Agreement.




	 	(c)	 	The Acceding Debtor confirms that it intends to be party to the Intercreditor
Agreement as an Obligor, undertakes to perform all the obligations expressed to be
assumed by an Obligor under the Intercreditor Agreement, agrees that it shall be bound
by all the provisions of the Intercreditor Agreement as if it had been an original
party to the Intercreditor Agreement and confirms that it has executed a Deed of
Accession (as defined in the Intercreditor Agreement).






	 	(d)	 	[In consideration of the Acceding Debtor being accepted as an Intra-Group
Lender for the purposes of the Intercreditor Agreement, the Acceding Debtor also
confirms that it intends to be party to the Intercreditor Agreement as an Intra-Group
Lender, undertakes to perform all the obligations expressed in the Intercreditor
Agreement to be assumed by an Intra-Group Lender, agrees that it shall be bound by all
the provisions of the Intercreditor Agreement, as if it had been an original party to
the Intercreditor Agreement and confirms that it has executed a Deed of Accession (as
defined in the Intercreditor Agreement).]






[4]/[5] This Accession Deed and any non-contractual obligations arising out of or in
connection with it are governed by English law.



THIS ACCESSION DEED has been signed on behalf of the Security Agent (for the purposes of
paragraph 4 above only), signed on behalf of the Company and executed as a deed by [Subsidiary] and
is delivered on the date stated above.



	 	 	 
	[Subsidiary]	 	 
	[EXECUTED AS A DEED

By: [Subsidiary])

     

     

	 	)



Director

Director/Secretary






24




OR



	 	 	 
	[EXECUTED AS A DEED

By: [Subsidiary]
	 	




	     
	 	Signature of Director

	     
	 	Name of Director

	in the presence of
	 	


	     
	 	Signature of witness

	     
	 	Name of witness

	     
	 	Address of witness

	     
	 	


	     
	 	


	     
	 	


	     
	 	Occupation of witness]







The Company



	 	 	 
	     
	 	[Company]







By:



The Security Agent



[Full Name of Current Security Agent]



By:



Date:



SCHEDULE 8





25






FORM OF RESIGNATION LETTER




	 	 	 
	To:

From:

Dated:

	 	[                    ] as Agent

[resigning Obligor] and [Company]









Dear Sirs



Sytner Group Limited — £100,000,000 Facility Agreement

dated [                    ] 2011 (the “Facility Agreement”)





	1.	 	We refer to the Facility Agreement. This is a Resignation Letter. Terms defined in the
Facility Agreement have the same meaning in this Resignation Letter unless given a different
meaning in this Resignation Letter.






	2.	 	Pursuant to [Clause 28.3 (Resignation of a Borrower)]/[Clause 28.5 (Resignation of a
Guarantor)], we request that [resigning Obligor] be released from its obligations as a
[Borrower]/[Guarantor] under the Facility Agreement and the Finance Documents (other than the
Intercreditor Agreement).






	3.	 	We confirm that:-





	 	 	 
	3.1

3.2

3.3

	 	no Default is continuing or would result from the acceptance of this request; and

*[[this request is given in relation to a Third Party Disposal of [resigning Obligor];

[                    ]***







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





	 	 	 
	[Company]

	 	[resigning Obligor]
	By:

	 	By:






NOTES:




	*	 	Insert where resignation only permitted in case of a Third Party Disposal.






	**	 	Amend as appropriate, e.g. to reflect agreed procedure for payment of proceeds into a
specified account.






	***	 	Insert any other conditions required by the Facility Agreement.





SCHEDULE 9





26






FORM OF COMPLIANCE CERTIFICATE




	 	 	 
	To:

From:

Dated:

	 	[                    ] as Agent

[Company]









Dear Sirs



Sytner Group Limited — £100,000,000 Facility Agreement

dated [                    ] 2011 (the “Facility Agreement”)





	1.	 	We refer to the Facility Agreement. This is a Compliance Certificate. Terms defined in the
Facility Agreement have the same meaning when used in this Compliance Certificate unless given
a different meaning in this Compliance Certificate.






	2.	 	We confirm that:-






[Insert details of covenants to be certified].




[We confirm that the ratio of Consolidated Net Borrowings to Consolidated EBITDA is [ ]:1
and that, therefore, the Margin should be [                    ]%.]




	3.	 	[We confirm that no Default is continuing.]**






	4.	 	We confirm that the aggregate of the earnings before interest, tax, depreciation and
amortisation (calculated on the same basis as Consolidated EBITDA, as defined in Clause 23
(Financial Covenants)) and the aggregate gross assets, aggregate net assets and aggregate
turnover of the Guarantors (other than the Parent) (calculated on an unconsolidated basis and
excluding all intra-group items and investments in Subsidiaries of any member of the Group)
exceeds 90% of the Consolidated EBITDA, (as defined in Clause 23 (Financial Covenants)) and
the consolidated gross assets, consolidated net assets and consolidated turnover of the Group.






	5.	 	The Parent confirms that the aggregate of earnings before interest, tax, depreciation and
amortisation (calculated on the same basis as Consolidated EBITDA, as defined in Clause 23
(Financial Covenants)) of the German Group and the aggregate gross assets, the aggregate net
assets and aggregate turnover of the members of the German Group (in each case calculated on
an unconsolidated basis and excluding all intra-group items and investment in Subsidiaries of
any member of the German Group) does not exceed 10 per cent of the consolidated earnings
before interest, tax, depreciation and amortisation (calculated on the same basis as
Consolidated EBITDA, as defined in Clause 23 (Financial Covenants) but on the basis that
references in the definition of Consolidated EBITDA and related definitions to “Group” shall
be to the UAG Group) of the UAG Group and the consolidated gross assets, consolidated net
assets and consolidated turnover of the UAG Group





	 	 	 	 	 
	Signed
	 	......................

	 	..........................
	 	 	Director

	 	Director
	 	 	Of

	 	of
	 	 	[Company]

	 	[Company]
	Signed
	 	......................

	 	..........................
	 	 	Director

	 	Director
	 	 	Of

	 	of
	 	 	[Parent]

	 	[Parent]






[insert applicable certification language]**



..........................


for and on behalf of


[name of Auditors of the Company]***



*If this statement cannot be made, the
certificate should identify any Default that is continuing and the steps, if
any, being taken to remedy it.



** To be agreed with the Company’s Auditors and
the Lenders (only to apply when a Default has occurred and is continuing as per
Clause 22.2.3).
*** Only applicable if the Compliance Certificate accompanies
the audited financial statements and is to be signed by the Auditors. To be
agreed with the Company’s auditor’s prior to signing the Agreement.







27



SCHEDULE 10

TIMETABLE




	 	 	 
	Delivery of a duly completed

Utilisation Request (Clause 5.1

(Delivery of a Utilisation Request))

	 	U-1

9.30am



	Agent notifies the Lenders of the

Loan in accordance with Clause 5.4

(Lenders’ participation)

	 	U-1

noon



	LIBOR is fixed

	 	Quotation Day as of 11:00 a.m.






	 	 	 
	“U”=

“U — X”=
	 	date of utilisation.

X Business Days prior to date of utilisation.







SCHEDULE 11

AGREED SECURITY PRINCIPLES





	1.	 	Considerations






In determining what Security will be provided in support of the Facility (and any related
hedging arrangements in respect of the types of liabilities and/or risks which the are
required to be hedged from time to time) the following matters will be taken into account.
Security shall not be created or perfected to the extent that it would:-




	1.1	 	result in any breach of corporate benefit, financial assistance, fraudulent preference or
thin capitalisation laws or regulations (or analogous restrictions) of any applicable
jurisdiction;






	1.2	 	result in a significant risk to the officers of the relevant grantor of Security of
contravention of their fiduciary duties and/or of civil or criminal liability; or






	1.3	 	result in costs that, in the opinion of the Agent, are disproportionate to the benefit
obtained by the beneficiaries of that Security.






For the avoidance of doubt, in these Agreed Security Principles, “cost” includes, but is
not limited to, income tax cost, registration taxes payable on the creation or enforcement
or for the continuance of any Security, stamp duties, out-of-pocket expenses, and other
fees and expenses directly incurred by the relevant grantor of Security or any of its
direct or indirect owners, subsidiaries or Affiliates.




	2.	 	Obligations to be Secured






	2.1	 	Subject to 1 (Considerations) and to paragraph 2.2 below, the obligations to be secured are
the Secured Obligations (as defined below). The Security is to be granted in favour of the
Security Agent on behalf of each Secured Party.






For ease of reference, the following definitions should, to the extent legally possible,
be incorporated into each Transaction Security Document:-




"Secured Obligations” means all present and future obligations at any time due, owing or
incurred by any member of the Group and by each Obligor to any Secured Party under the
Finance Documents, both actual and contingent and whether incurred solely or jointly and
as principal or surety or in any other capacity.




"Secured Parties” means the Security Agent, any Receiver or Delegate and each of the
Agent, the Arrangers and the other Finance Parties from time to time but, in the case of
each Agent, Arranger or other Finance Party, only if it is a party to the Intercreditor
Agreement or (in the case of an Agent or any other Finance Party) has acceded to the
Intercreditor Agreement, in the appropriate capacity, pursuant to clause 20.3 (Assignment
and transfer of Secured Liabilities) of the Intercreditor Agreement.




	2.2	 	The secured obligations will be limited:-






	 	2.2.1	 	to avoid any breach of corporate benefit, financial assistance,
fraudulent preference, thin capitalisation rules or the laws or regulations (or
analogous restrictions) of any applicable jurisdiction; and






	 	2.2.2	 	to avoid any risk to officers of the relevant member of the Group that
is granting Transaction Security of contravention of their fiduciary duties and/or
civil or criminal or personal liability.






	3.	 	General






Where appropriate, defined terms in the Transaction Security Documents should mirror those
in this Agreement.




The parties to this Agreement agree to negotiate the form of each Transaction Security
Document in good faith and will ensure that all documentation required to be entered into
as a condition precedent to first drawdown under this Agreement (or immediately
thereafter) is in a finally agreed form as soon as reasonably practicable after the date
of this Agreement. The form of guarantee is set out in Clause 20 (Guarantee and
Indemnity) of this Agreement and, with respect to any Additional Guarantor, is subject to
any limitations set out in the Accession Deed applicable to such Additional Guarantor.




The Security shall, to the extent possible under local law, be enforceable on the
occurrence of an Event of Default which has resulted in the Agent exercising any of its
rights under Clauses 25.18.1, 25.18.2, 25.18.4 or 25.18.6 of this Agreement or, having
exercised its rights under Clause 25.18.3 or Clause 25.18.5 of this Agreement or first
making demand with respect to some or all of the utilisations or amounts outstanding under
the Ancillary Facilities.




	4.	 	Undertakings/Representations and Warranties






Any representations, warranties or undertakings which are required to be included in any
Transaction Security Document shall reflect (to the extent to which the subject matter of
such representation, warranty and undertaking is the same as the corresponding
representation, warranty and undertaking in this Agreement) the commercial deal set out in
this Agreement (save to the extent that Secured Parties’ local counsel deem it necessary
to include any further provisions (or deviate from those contained in this Agreement) in
order to protect or preserve the Security granted to the Secured Parties).



SCHEDULE 12





28






FORM OF INCREASE CONFIRMATION




	 	 	 
	To:

From:

Dated:
	 	[                    ] as Agent, [                    ] as Security

Agent and [                    ] as Parent, for and on behalf of each

Obligor

[the Increase Lender] (the “Increase Lender”)

[                    ]







[Parent] — [                    ] Senior Facilities Agreement

dated [                    ] (the “Facilities Agreement”)





	5.	 	We refer to the Facilities Agreement and to the Intercreditor Agreement (as defined in the
Facilities Agreement). This agreement (the “Agreement”) shall take effect as an Increase
Confirmation for the purpose of the Facilities Agreement. Terms defined in the Facilities
Agreement have the same meaning in this Agreement unless given a different meaning in this
Agreement.






	6.	 	We refer to Clause 2.2 (Increase) of the Facilities Agreement.






	7.	 	The Increase Lender agrees to assume and will assume all of the obligations corresponding to
the Commitment specified in the Schedule (the “Relevant Commitment”) as if it was an Original
Lender under the Facilities Agreement.






	8.	 	The proposed date on which the increase in relation to the Increase Lender and the Relevant
Commitment is to take effect (the “Increase Date”) is [                    ].






	9.	 	On the Increase Date, the Increase Lender becomes:-






	9.1	 	party to the relevant Finance Documents (other than the Intercreditor Agreement) as a Lender;
and






	9.2	 	party to the Intercreditor Agreement as a Senior Lender.






	10.	 	The Facility Office and address, fax number and attention details for notices to the Increase
Lender for the purposes of Clause 34.2 (Addresses) are set out in the Schedule.






	11.	 	The Increase Lender expressly acknowledges the limitations on the Lenders’ obligations
referred to in Clause 2.2.6.






	12.	 	The Increase Lender confirms, for the benefit of the Agent and without liability to any
Obligor, that it is:-





	 	 	 
	12.1

12.2

12.3
	 	[a Qualifying Lender (other than a Treaty Lender);]

[a Treaty Lender;]

[not a Qualifying Lender].0








	13.	 	The Increase Lender confirms that the person beneficially entitled to interest payable to
that Lender in respect of an advance under a Finance Document is either:-





	 	 	 	 	 
	13.1	 	a company resident in the United Kingdom for United Kingdom tax purposes; or
	13.2

	 	a partnership each member of which is:-

13.2.1
	 	

a company so resident in the United Kingdom; or







	 	13.2.2	 	a company not so resident in the United Kingdom which carries on a trade in the
United Kingdom through a permanent establishment and which brings into account in
computing its chargeable profits (within the meaning of section 19 of the CTA) the
whole of any share of interest payable in respect of that advance that falls to it
by reason of Part 17 of the CTA; or






	 	13.2.3	 	a company not so resident in the United Kingdom which carries on a trade in the
United Kingdom through a permanent establishment and which brings into account
interest payable in respect of that advance in computing the chargeable profits
(within the meaning of section 19 of the CTA) of that company.]1






	14.	 	[The New Lender confirms (for the benefit of the Agent and without liability to any Obligor)
that it is a Treaty Lender that holds a passport under the HMRC DT Treaty Passport scheme
(reference number [ ]) and is tax resident in [               ]2, so that
interest payable to it by borrowers is generally subject to full exemption from UK withholding
tax and notifies the Parent that:-






	14.1	 	each Borrower which is a Party as a Borrower as at the Transfer Date must, to the extent that
the New Lender becomes a Lender under a Facility which is made available to that Borrower
pursuant to Clause 2.1 (The Facilities) of the Facilities Agreement, make an application to HM
Revenue & Customs under form DTTP-2 within 30 days of the Transfer Date; and






	14.2	 	each Additional Borrower which becomes an Additional Borrower after the Transfer Date must,
to the extent that the New Lender is a Lender under a Facility which is made available to that
Additional Borrower pursuant to Clause 2.1 (The Facilities) of the Facilities Agreement, make
an application to HM Revenue & Customs under form DTTP2 within 30 days of becoming an
Additional Borrower.]3





	 	 	 
	[10/11].

[11/12].

[12/13].

[13/14].

[14/15].

[15/16].
	 	The Increase Lender confirms that it is not a Sponsor Affiliate.

[The Increase Lender confirms that it [is]/[is not]* a Non-Acceptable L/C Lender.]**

We refer to clause 20.3 (Assignment and transfer of Secured Liabilities) of the Intercreditor Agreement and confirm that

the Increase Lender has executed a Deed of Accession (as defined in the Intercreditor Agreement).

This Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the

counterparts were on a single copy of this Agreement.

This Agreement rand any non-contractual obligations arising out of or in connection with it] [is/are]4 governed

by English law.

This Agreement has been entered into on the date stated at the beginning of this Agreement.







Note: The execution of this Increase Confirmation may not be sufficient for the Increase Lender to
obtain the benefit of the Transaction Security in all jurisdictions. It is the responsibility of
the Increase Lender to ascertain whether any other documents or other formalities are required to
obtain the benefit of the Transaction Security in any jurisdiction and, if so, to arrange for
execution of those documents and completion of those formalities.




	0	 	Delete as applicable — each Increase Lender
is required to confirm which of these three categories it falls within.






	1	 	Include only if New Lender is a UK Non-Bank
Lender ie falls within paragraph (a)(ii) of the definition of Qualifying Lender
in Clause 15.1 (Definitions).






	2	 	Insert jurisdiction of residence






	3	 	This confirmation must be included if the New
Lender holds a passport under the HMRC DT Treaty Passport scheme and wishes
that scheme to apply to the Facilities Agreement.





* Delete as applicable.



** Include only if the increase involves the
assumption of a Revolving Facility Commitment.




	4	 	This Clause should follow the approach
adopted as regards non-contractual obligations in Clause 41 (Governing Law).
This should be done (and this footnote deleted) before the Facility Agreement
is signed.




29









THE SCHEDULE

RELEVANT COMMITMENT/RIGHTS AND OBLIGATIONS TO BE ASSUMED BY THE INCREASE LENDER

[insert relevant details]

[Facility office address, fax number and attention details for notices and account details for

payments]




[Increase Lender]



By:



This Agreement is accepted as an Increase Confirmation for the purposes of the Facilities
Agreement by the Agent and the Increase Date is confirmed as [                    ].



Agent



By:



Security Agent



By:



NOTE:



30



SCHEDULE 13

FORMS OF NOTIFIABLE DEBT PURCHASE TRANSACTION NOTICE

PART 1

FORM OF NOTICE ON ENTERING INTO NOTIFIABLE DEBT PURCHASE TRANSACTION




	 	 	 
	To:

From:

Dated:

	 	[                    ] as Agent

[The Lender]

[                    ]






Sytner Group Limited — £100,000,000 Facility Agreement

dated [                    ] 2011 (the “Facility Agreement”)





	1.	 	We refer to Clause 27.2.2 of the Facility Agreement. Terms defined in the Facility Agreement
have the same meaning in this notice unless given a different meaning in this notice.






	2.	 	We have entered into a Notifiable Debt Purchase Transaction.






	3.	 	The Notifiable Debt Purchase Transaction referred to in paragraph 2 above relates to the
amount of our Commitment(s) as set out below.





	 	 	 
	Commitment
	 	Amount of our Commitment to which Notifiable Debt Purchase

Transaction relates







[Lender]



By:



PART 2





31






FORM OF NOTICE ON TERMINATION OF NOTIFIABLE DEBT PURCHASE TRANSACTION/NOTIFIABLE DEBT PURCHASE

TRANSACTION CEASING TO BE WITH SPONSOR AFFILIATE




	 	 	 
	To:

From:

Dated:

	 	[                    ] as Agent

[The Lender]

[                    ]






Sytner Group Limited — £100,000,000 Facility Agreement

dated [                    ] 2011 (the “Facility Agreement”)





	1.	 	We refer to Clause 27.2.3 of the Facility Agreement. Terms defined in the Facility Agreement
have the same meaning in this notice unless given a different meaning in this notice.






	2.	 	A Notifiable Debt Purchase Transaction which we entered into and which we notified you of in
a notice dated [                    ] has (terminated]/[ceased to be with a Sponsor
Affiliate].*






	3.	 	The Notifiable Debt Purchase Transaction referred to in paragraph 2 above relates to the
amount of our Commitment(s) as set out below.





	 	 	 
	Commitment
	 	Amount of our Commitment to which Notifiable Debt Purchase

Transaction relates







[Lender]



By:



SCHEDULE 14




* Delete as applicable.



32



FRANCHISES




	 	 	 
	SYTNER BMW/MINI Nottingham	 	GUY SALMON LANDROVER Sheffield
	SYTNER BMW/MINI Leicester	 	GUY SALMON LANDROVER Coventry
	SYTNER BMW/MINI Sheffield	 	GUY SALMON LANDROVER Stratford
	SYTNER BMW/MINI Solihull	 	GUY SALMON LANDROVER Knutsford
	SYTNER BMW/MINI Coventry	 	GUY SALMON LANDROVER Wakefield
	SYTNER BMW/MINI City	 	GUY SALMON LANDROVER Stockport
	SYTNER BMW/MINI High Wycombe	 	TOLLBAR VOLVO Warwick
	SYTNER BMW/MINI Chigwell	 	AUDI Leeds
	SYTNER BMW/MINI Harold Wood	 	AUDI Wakefield
	SYTNER BMW/MINI Sunningdale	 	AUDI Bradford
	 

	 	 
	SYTNER ROLLS ROYCE Sunningdale

	 	AUDI Harrogate
	 

	 	 
	MERCEDES-BENZ OF Bristol

	 	AUDI Slough
	 

	 	 
	MERCEDES-BENZ OF WSM

	 	AUDI Reading
	 

	 	 
	MERCEDES-BENZ OF Newbury

	 	AUDI West London
	 

	 	 
	MERCEDES-BENZ OF Swindon

	 	AUDI Victoria
	 

	 	 
	MERCEDES-BENZ OF Bath

	 	LEXUS Leicester
	 

	 	 
	MERCEDES-BENZ OF Gloucester

	 	LEXUS Birmingham
	 

	 	 
	MERCEDES-BENZ OF Milton Keynes

	 	LEXUS Bristol
	 

	 	 
	MERCEDES-BENZ OF Northampton

	 	LEXUS Cardiff
	 

	 	 
	MERCEDES-BENZ OF Bedford

	 	LEXUS Milton Keynes
	 

	 	 
	Kings KINGS CHRYSLER-JEEP Manchester

	 	TOYOTA WORLD Birmingham
	 

	 	 
	KINGS CHRYSLER-JEEP Gloucester

	 	TOYOTA WORLD Tamworth
	 

	 	 
	KINGS CHRYSLER-JEEP Swindon

	 	TOYOTA WORLD Bristol Central
	 

	 	 
	GUY SALMON JAGUAR Thames Ditton

	 	TOYOTA WORLD Bristol North
	 

	 	 
	GUY SALMON JAGUAR Ascot

	 	TOYOTA WORLD Cardiff
	 

	 	 
	GUY SALMON JAGUAR Gatwick

	 	TOYOTA WORLD Newport
	 

	 	 
	GUY SALMON JAGUAR Maidstone

	 	TOYOTA WORLD Bridgend
	 

	 	 
	GUY SALMON LANDROVER Thames Ditton

	 	GRAYPAUL FERRARI/MASERATI Nottingham
	 

	 	 
	GUY SALMON LANDROVER Ascot

	 	GRAYPAUL FERRARI/MASERATI Edinburgh
	 

	 	 
	GUY SALMON LANDROVER Gatwick

	 	PORSCHE CENTRE Mid-Sussex
	 

	 	 
	GUY SALMON LANDROVER Maidstone

	 	PORSCHE CENTRE Silverstone
	 

	 	 
	GUY SALMON LANDROVER Portsmouth

	 	PORSCHE CENTRE Edinburgh
	 

	 	 
	HONDA Redhill

	 	PORSCHE CENTRE Glasgow
	 

	 	 
	GUY SALMON JAGUAR Coventry

	 	BENTLEY Manchester
	 

	 	 
	GUY SALMON JAGUAR Northampton

	 	BENTLEY Birmingham
	 

	 	 
	GUY SALMON JAGUAR Oxford

	 	BENTLEY Edinburgh
	 

	 	 
	AUDI Huddersfield

	 	SAAB Oxford
	 

	 	 
	VW Huddersfield

	 	TOYOTA Solihull
	 

	 	 
	VW Harrogate

	 	MERCEDES-BENZ Newcastle
	 

	 	 
	VW Leeds

	 	MERCEDES-BENZ Sunderland
	 

	 	 
	SEAT Huddersfield

	 	MERCEDES-BENZ Carlisle
	 

	 	 
	AUDI derby

	 	MERCEDES-BENZ Stockton
	 

	 	 
	FERRARI Birmingham

	 	KINGS CHRYSLER JEEP Newcastle
	 

	 	 
	FERRARI Egham

	 	KINGS CHRYSLER JEEP Stockton
	 

	 	 
	GUY SALMON LANDROVER Bristol

	 	SYTNER BMW/MINI Birmingham
	 

	 	 
	AUDI Nottingham

	 	SYTNER BMW/MINI Sutton
	 

	 	 
	AUDI Leicester

	 	SYTNER BMW/MINI Oldbury
	 

	 	 
	BENTLEY Leicester

	 	SYTNER BMW/MINI Cardiff
	 

	 	 
	PORSCHE Leicester

	 	SYTNER BMW/MINI Newport
	 

	 	 
	PORSCHE Solihull

	 	SYTNER BMW/MINI Maidenhead
	 

	 	 
	HONDA Gatwick

	 	

	 

	 	







SCHEDULE 15





33






EXISTING SECURITY DOCUMENTS




	 	 	 	 	 	 	 
	NAME OF OBLIGOR
	 	DESCRIPTION OF DOCUMENT
	 	PERSONS ENTITLED

	 	DATE CHARGE CREATED
	 
	 	 
	 	 

	 	 
	Rycroft Vehicles Limited
	 	Debenture
	 	National

Westminster Bank

plc

	 	20/10/2006





	 
	 	 	 	 

	 	 
	 	 	Debenture
	 	National

Westminster Bank

plc

	 	27/02/2007





	 	 	 	 	 

	 	 
	Maranello

Concessionaires Limited
	 	Debenture
	 	National

Westminster Bank

plc

	 	13/05/2008





	 
	 	 
	 	 

	 	 
	Sytner Limited
	 	Charge supplemental to a

mortgage debenture dated

19/01/1976
	 	National

Westminster Bank

plc

	 	01/03/1988





	 	 	 	 	 

	 	 
	 	 	Debenture
	 	National

Westminster Bank

plc

	 	19/06/2009





	 	 	 	 	 

	 	 
	 	 	Debenture
	 	BMW Finance (GB)

Limited (now known

as BMW Financial

Services (GB)

Limited)

	 	11/11/1988









	 	 	 
	 	 

	 	 
	Sytner Retail Limited
	 	Debenture
	 	National

Westminster Bank

plc

	 	20/10/2006





	 	 	 	 	 

	 	 
	 	 	Debenture
	 	National

Westminster Bank

plc

	 	27/02/2007





	 	 	 	 	 

	 	 
	 	 	Debenture
	 	BMW Finance (GB)

Limited (now known

as BMW Financial

Services (GB)

Limited)

	 	12/01/1988









	 	 	 
	 	 

	 	 
	John Fox Limited
	 	Debenture
	 	National

Westminster Bank

plc

	 	21/12/2007





	 	 	 
	 	 

	 	 
	 	 	General charge
	 	Volkswagen

Financial Services

(UK) Limited

	 	30/09/1994





	 	 	 
	 	 

	 	 
	 	 	General charge
	 	Volkswagen Bank

GmbH (trading as

Volkswagen Bank

United Kingdom

Branch)

	 	19/01/2010









	 	 	 
	 	 

	 	 
	Maranello Sales Limited
	 	Debenture
	 	National

Westminster Bank

plc

	 	13/05/2008





	 
	 	 
	 	 

	 	 
	Cruickshank Motors

Limited
	 	Mortgage Debenture
	 	National

Westminster Bank

plc

	 	12/05/1995





	 
	 	 
	 	 

	 	 
	 	 	Legal Mortgage
	 	National

Westminster Bank

plc

	 	30/01/1998





	 	 	 	 	 

	 	 
	 	 	Floating charge over stock
	 	Mercedes-Benz

Finance Limited

	 	29/12/1995



	 	 	 
	 	 

	 	 
	Sytner Coventry Limited
	 	Debenture
	 	National

Westminster Bank

plc

	 	04/01/2006





	 	 	 	 	 

	 	 
	 	 	Deed of Assignment
	 	BMW Finance (GB)

Limited (now known

as BMW Financial

Services (GB)

Limited)

	 	22/07/2002









	 	 	 
	 	 

	 	 
	Sytner Holdings Limited
	 	Mortgage Debenture
	 	National

Westminster Bank

plc

	 	31/08/1999





	 
	 	 	 	 

	 	 
	R Stratton & Co Limited
	 	Debenture
	 	National

Westminster Bank

plc

	 	17/05/2003





	 
	 	 	 	 

	 	 
	Sytner Cars Limited
	 	Mortgage Debenture
	 	National

Westminster Bank

plc

	 	31/01/1995





	 	 	 
	 	 

	 	 
	Graypaul Motors Limited
	 	Mortgage Debenture
	 	National

Westminster Bank

plc

	 	22/09/1995





	 
	 	 	 	 

	 	 
	Goodman Retail Limited
	 	Mortgage Debenture
	 	National

Westminster Bank

plc

	 	22/12/1995





	 
	 	 	 	 

	 	 
	Goodman TPS Limited
	 	Debenture
	 	National

Westminster Bank

plc

	 	03/07/2009





	 
	 	 	 	 

	 	 
	Guy Salmon Limited
	 	Mortgage Debenture
	 	National

Westminster Bank

plc

	 	19/06/1998





	 
	 	 	 	 

	 	 
	Sytner Vehicles Limited
	 	Debenture
	 	National

Westminster Bank

plc

	 	23/12/2009





	 
	 	 
	 	 

	 	 
	Ryland Investments

Limited
	 	Debenture
	 	National

Westminster Bank

plc

	 	27/02/2007





	 
	 	 	 	 

	 	 
	Maranello Holdings

Limited
	 	Debenture
	 	National

Westminster Bank

plc

	 	13/05/2008





	 
	 	 	 	 

	 	 
	William Jacks Limited
	 	Debenture
	 	National

Westminster Bank

plc

	 	31/07/2006





	 
	 	 	 	 

	 	 
	Mar Parts Limited
	 	Debenture
	 	National

Westminster Bank

plc

	 	13/05/2008





	 
	 	 	 	 

	 	 
	William Jacks Properties

Limited
	 	Debenture
	 	National

Westminster Bank

plc

	 	31/07/2006





	 
	 	 	 	 

	 	 
	Ryland Group Services

Limited
	 	Debenture
	 	National

Westminster Bank

plc

	 	27/02/2007





	 
	 	 	 	 

	 	 
	Ryland Properties Limited
	 	Debenture
	 	National

Westminster Bank

plc

	 	27/02/2007





	 
	 	 	 	 

	 	 
	Ryland Group Limited
	 	Debenture
	 	National

Westminster Bank

plc

	 	27/02/2007





	 
	 	 	 	 

	 	 
	UAG UK Holdings Limited
	 	Debenture
	 	National

Westminster Bank

plc

	 	07/05/2003





	 
	 	 	 	 

	 	 
	 	 	Charge over marketable

securities (1 share in PAE

GmbH)
	 	National

Westminster Bank

plc

	 	03/09/2010





	 	 	 
	 	 

	 	 
	Sytner Group Limited
	 	Mortgage Debenture
	 	National

Westminster Bank

plc

	 	31/01/1995





	 
	 	 	 	 

	 	 
	 	 	Assignment of Life Policies
	 	National

Westminster Bank

plc

	 	15/09/1995





	 	 	 	 	 

	 	 
	 	 	Keyman Insurance Assignment
	 	National

Westminster Bank

plc

	 	29/03/1996





	 	 	 	 	 

	 	 
	 	 	Keyman Insurance Assignment
	 	National

Westminster Bank

plc

	 	31/08/1999





	 	 	 	 	 

	 	 
	Sytner Properties Limited
	 	Legal Mortgage
	 	National

Westminster Bank

plc

	 	01/10/1998





	 
	 	 	 	 

	 	 
	 	 	Debenture
	 	National

Westminster Bank

plc

	 	03/07/2009





	 	 	 	 	 

	 	 
	Rydnal Limited
	 	Debenture
	 	National

Westminster Bank

plc

	 	27/02/2007





	 
	 	 	 	 

	 	 
	Sandridge Limited
	 	Debenture
	 	National

Westminster Bank

plc

	 	25/07/1997





	 
	 	 
	 	 

	 	 
	Sytner Finance Limited
	 	Debenture
	 	National

Westminster Bank

plc

	 	25/07/1997





	 
	 	 
	 	 

	 	 
	Prophets (Gerrards

Cross) Limited
	 	Mortgage debenture
	 	National

Westminster Bank

plc

	 	31/08/1999





	 
	 	 
	 	 

	 	 
	Sytner Properties (Grove

Park) Limited
	 	Debenture
	 	National

Westminster Bank

plc

	 	30/07/2009





	 
	 	 
	 	 

	 	 






34




SIGNATURES




THE PARENT



UAG UK HOLDINGS LIMITED



By: /s/ Adam Collinson



Address: 2 Penman Way, Leics, LE19 1ST



Fax: 0116 2821010



THE COMPANY



SYTNER GROUP LIMITED



By: /s/ Adam Collinson



Address: 2 Penman Way, Leics, LE19 1ST



Fax: 0116 2821010



THE ORIGINAL BORROWER



SYTNER GROUP LIMITED



By: /s/ Adam Collinson



Address: 2 Penman Way, Leics, LE19 1ST



Fax: 0116 2821010



THE ORIGINAL GUARANTORS



UAG UK HOLDINGS LIMITED



By: /s/ Adam Collinson



Address: 2 Penman Way, Leics, LE19 1ST



Fax: 0116 2821010



SYTNER GROUP LIMITED



By: /s/ Adam Collinson



Address: 2 Penman Way, Leics, LE19 1ST



Fax: 0116 2821010



SYTNER CARS LIMITED



By: /s/ Adam Collinson



Address: 2 Penman Way, Leics, LE19 1ST



Fax: 0116 2821010



	 	 	 	 	 	 	 	 	 
	SYTNER LIMITED

	 	

	 	







	 	 	 	 	 
	By: /s/ Adam Collinson

Address: 2 Penman Way, Leic

Fax: 0116 2821010

SYTNER HOLDINGS LIMITED

By: /s/ Adam Collinson

Address: 2 Penman Way, Leic

Fax: 0116 2821010

GOODMAN RETAIL LIMITED

By: /s/ Adam Collinson

Address: 2 Penman Way, Leic

Fax: 0116 2821010

R STRATTON & CO LIMITED

By: /s/ Adam Collinson

Address: 2 Penman Way, Leic

Fax: 0116 2821010

CRUICKSHANK MOTORS LIMITED

By: /s/ Adam Collinson

Address: 2 Penman Way, Leic

Fax: 0116 2821010

GRAYPAUL MOTORS LIMITED

By: /s/ Adam Collinson

Address: 2 Penman Way, Leic

Fax: 0116 2821010

SYTNER COVENTRY LIMITED

By: /s/ Adam Collinson

Address: 2 Penman Way, Leic

Fax: 0116 2821010

WILLIAM JACKS LIMITED

By: /s/ Adam Collinson

Address: 2 Penman Way, Leic

Fax: 0116 2821010

WILLIAM JACKS PROPERTIES LIM

By: /s/ Adam Collinson

Address: 2 Penman Way, Leic

Fax: 0116 2821010

RYLAND GROUP LIMITED

By: /s/ Adam Collinson

Address: 2 Penman Way, Leic

Fax: 0116 2821010

RYDNAL LIMITED

By: /s/ Adam Collinson

Address: 2 Penman Way, Leic

Fax: 0116 2821010

RYLAND INVESTMENTS LIMITED

By: /s/ Adam Collinson

Address: 2 Penman Way, Leic

Fax: 0116 2821010

RYCROFT VEHICLES LIMITED

By: /s/ Adam Collinson

Address: 2 Penman Way, Leic

Fax: 0116 2821010

SYTNER RETAIL LIMITED

By: /s/ Adam Collinson

Address: 2 Penman Way, Leic

Fax: 0116 2821010

RYLAND GROUP SERVICES LIMITE

By: /s/ Adam Collinson

Address: 2 Penman Way, Leic

Fax: 0116 2821010

RYLAND PROPERTIES LIMITED

By: /s/ Adam Collinson

Address: 2 Penman Way, Leic

Fax: 0116 2821010

JOHN FOX LIMITED

By: /s/ Adam Collinson

Address: 2 Penman Way, Leic

Fax: 0116 2821010

EDMOND & MILBURN LIMITED

By: /s/ Adam Collinson

Address: 2 Penman Way, Leic

Fax: 0116 2821010

SYTNER VEHICLES LIMITED

By: /s/ Adam Collinson

Address: 2 Penman Way, Leic

Fax: 0116 2821010

SYTNER PROPERTIES LIMITED

By: /s/ Adam Collinson

Address: 2 Penman Way, Leic

Fax: 0116 2821010

MARANELLO HOLDINGS LIMITED

By: /s/ Adam Collinson

Address: 2 Penman Way, Leic

Fax: 0116 2821010

MARANELLO CONCESSIONAIRES LI

By: /s/ Adam Collinson

Address: 2 Penman Way, Leic

Fax: 0116 2821010

MARANELLO SALES LIMITED

By: /s/ Adam Collinson

Address: 2 Penman Way, Leic

Fax: 0116 2821010

GOODMAN TPS LIMITED

By: /s/ Adam Collinson

Address: 2 Penman Way, Leic

Fax: 0116 2821010

GUY SALMON LIMITED

By: /s/ Adam Collinson

Address: 2 Penman Way, Leic

Fax: 0116 2821010

MAR PARTS LIMITED

By: /s/ Adam Collinson

Address: 2 Penman Way, Leic

Fax: 0116 2821010

	 	

s, LE19 1ST







s, LE19 1ST







s, LE19 1ST







s, LE19 1ST







s, LE19 1ST







s, LE19 1ST







s, LE19 1ST







s, LE19 1ST



ITED



s, LE19 1ST







s, LE19 1ST







s, LE19 1ST







s, LE19 1ST







s, LE19 1ST







s, LE19 1ST



D



s, LE19 1ST







s, LE19 1ST







s, LE19 1ST







s, LE19 1ST







s, LE19 1ST







s, LE19 1ST







s, LE19 1ST



MITED



s, LE19 1ST







s, LE19 1ST







s, LE19 1ST







s, LE19 1ST







s, LE19 1ST



	 	



















































































































































































































THE ARRANGER



THE ROYAL BANK OF SCOTLAND PLC



By: /s/ Mark Trainor



Address: Corporate and Insitutional Banking, 5th floor, 2 St Philips Place, Birmingham,



B3 2RB



Fax: 0121 262 7979



Attention: Mark Trainor



	 	 	 
	BMW FINANCIAL SERVICES (GB) LIMITED	 	 
	By: /s/ Robert Jordan

	 	By: /s/ M.E. Ferriss






Director            Corporate Secretary



Address: Europa House, Bartley Way, Hook, Hampshire



Fax: 01256 749037



Attention: Company Secretary



THE AGENT



THE ROYAL BANK OF SCOTLAND PLC



By: /s/ Mark Trainor



Address: Corporate and Insitutional Banking, 5th floor, 2 St Philips Place, Birmingham,



B3 2RB



Fax: 0121 262 7979



Attention: Mark Trainor



THE SECURITY AGENT



THE ROYAL BANK OF SCOTLAND PLC



By: /s/ Mark Trainor



Address: Corporate and Insitutional Banking, 5th floor, 2 St Philips Place, Birmingham,



B3 2RB



Fax: 0121 262 7979



Attention: Mark Trainor



THE ORIGINAL LENDERS



THE ROYAL BANK OF SCOTLAND PLC AS AGENT FOR NATIONAL WESTMINSTER BANK PLC



By: /s/ Mark Trainor



Address: Corporate and Insitutional Banking, 5th floor, 2 St Philips Place, Birmingham,



B3 2RB



Fax: 0121 262 7979



Attention: Mark Trainor



	 	 	 
	BMW FINANCIAL SERVICES (GB) LIMITED	 	 
	By: /s/ Robert Jordan

	 	By: /s/ M.E. Ferriss






Director            Corporate Secretary



Address: Europa House, Bartley Way, Hook, Hampshire



Fax: 01256 749037



Attention: Company Secretary




35