EX-4.2 7 k86672exv4w2.txt SUPPLEMENTAL AGREEMENT EXHIBIT 4.2 [THE ROYAL BANK OF SCOTLAND LOGO] SUPPLEMENTAL AGREEMENT BETWEEN THE ROYAL BANK OF SCOTLAND PLC ACTING AS AGENT FOR NATIONAL WESTMINSTER BANK PLC AND SYTNER GROUP LIMITED The Royal Bank of Scotland plc is registered in Scotland No 90312 Registered Office: 36 St Andrew Square, Edinburgh EH2 2YB Agency agreements exist between members of The Royal Bank of Scotland Group THIS SUPPLEMENTAL AGREEMENT is made the 25th day of May 2004 between:- (1) THE ROYAL BANK OF SCOTLAND PLC ACTING AS AGENT FOR NATIONAL WESTMINSTER BANK PLC (the "LENDER"); and (2) SYTNER GROUP LIMITED (the "COMPANY"). WHEREAS A. An agreement was entered into between the Lender and the Company dated 28th February 2003 (the "AGREEMENT") setting out the terms and conditions upon and subject to which the Lender agreed to make available to the Company a revolving credit facility of L45,000,000 (the "FACILITY"); and B. It has been agreed between the Company and the Lender that:- (i) the maximum amount available in respect of Tranche B shall be increased from L35,000,000 to L55,000,000; (ii) the "Final Maturity Date" shall be amended from 31 January 2006 to 31 March 2007; and (ii) the level/ratios for the covenants detailed in Clauses 19.7 and 19.8 of the Agreement shall be amended as detailed below. C. The Company shall pay to the Lender a fee of L120,000 as at the signing date of this agreement. NOW THEREFORE IT IS AGREED:- 1. All words and expressions defined in the Agreement unless the context otherwise requires, shall have the same meanings in this Supplemental Agreement. 2. To reflect the changes referred to in Clause B above the terms of the Agreement are hereby amended as follows:- (a) the existing definition of "COMMITMENT" in Clause 1.1 of the Agreement shall be deleted and replaced with the following:- "COMMITMENT" means: (I) in respect of Tranche A L10,000,000 (as adjusted under Clause 7); and (II) in respect of Tranche B L55,000,000, in each case to the extent not cancelled, transferred or reduced under this Agreement and "COMMITMENT" shall be construed accordingly. (b) the existing definition of "FINAL MATURITY DATE" in Clause 1.1 of the Agreement shall be deleted and replaced with the following:- "FINAL MATURITY DATE" means 31 March 2007; (c) the existing definition of "TRANCHE" in Clause 1.1 of the Agreement shall be deleted and replaced with the following:- "TRANCHE" means the following Loans to be made under this Agreement (which shall be drawn for the purpose as stipulated): (a) a Loan up to the aggregate principal amount of L10,000,000 for the purpose detailed in Clause 3.1(a) ("TRANCHE A"); and (b) a Loan up to the aggregate principal amount of L55,000,000 for the purpose detailed in Clause 3.1(b) ("TRANCHE B"). (d) Clauses 19.7 and 19.8 of the Agreement shall be deleted and replaced with the following:- 19.7 CAPITAL EXPENDITURE The Company must ensure that for each Measurement Period ending during the period set out in Column 1 below Net Capital Expenditure for that Measurement Period does not exceed the figure set out in Column 2 below opposite such period (excluding Capital Expenditure funded by UAG International Holdings Inc mentioned below):
COLUMN 1 COLUMN 2 - ------------------------------------- ----------- 31 March 2003 until 29 September 2003 L15,000,000 30 September 2003 until 30 March 2004 L25,000,000 31 March 2004 until 29 June 2004 L30,000,000 30 June 2004 to 30 December 2004 L50,000,000 31 December 2004 to 30 March 2005 L60,000,000 31 March 2005 to 29 June 2005 L50,000,000 Thereafter L30,000,000
For each Measurement Period until that ending on 30 March 2004 the Company may incur additional Capital Expenditure of L10,000,000 provided that and to the extent that either:- (a) UAG International Holdings Inc has granted loans to the Parent in excess of L37,000,000; or (b) UAG International Holdings Inc grants to the Company a loan or loans. 19.8 CONSOLIDATED NET BORROWINGS TO CONSOLIDATED EBITDA LESS STOCKING INTEREST The Company must ensure that the ratio of Consolidated Net Borrowings to Consolidated EBITDA less Stocking Interest does not, for each Measurement Period ending on the date set out in Column 1 below exceed the ratio set out in Column 2 below opposite such period:
COLUMN 1 COLUMN 2 - ----------------- -------- 31 March 2003 2.0:1 30 June 2003 2.0:1 30 September 2003 2.25:1 31 December 2003 2.0:1 31 March 2004 2.0:1 30 June 2004 2.0:1 30 September 2004 2.25:1 31 December 2004 2.0:1 31 March 2005 2.0:1 30 June 2005 1.6:1 30 September 2005 1.6:1 Thereafter 1.5:1
3. All other terms and conditions of the Agreement remain unaltered and shall continue in full force and effect. 4. This Supplemental Agreement and the Agreement shall, as from the date of this Supplemental Agreement be read and construed together as constituting the agreement between the Lender and the Company. 5. This Supplemental Agreement shall be governed by and construed in accordance with the laws of England. IN WITNESS whereof this Agreement is executed by the duly authorised representatives of the Lender and the Company. For and on behalf of the Lender /s/ Jason A. Necker - -------------------------------- Jason A. Necker Signature For and on behalf of the Company /s/ Mark Morris - -------------------------------- Mark Morris Signature Date 25/5/04 ---------------------------
