Consent and Amendment Letter dated December 18, 2019, by and between Sytner Group Limited and The Royal Bank of Scotland plc, as Agent

1.

Background

1.1

We refer to the £150,000,000 revolving facility agreement dated 16 December 2011 and  made between, amongst others (1) PAG International Limited as Parent, (2) Sytner Group Limited as Company and Original Borrower (the "Company"), (3) the companies listed in part 1 of schedule 1 therein as Original Guarantors, (4) The Royal Bank of Scotland plc and BMW Financial Services (GB) Limited as Mandated Lead Arrangers, (5) the financial institutions listed in parts 2 and 3 of the schedule 1 therein as Original Lenders, (6) The Royal Bank of Scotland plc as Agent and (7) NatWest Markets Plc as Security Agent (the "Facility Agreement" and such expression shall include the Facility Agreement as amended and/or amended and restated from time to time including, but not limited to, on 10 January 2012, 19 December 2014, 2 April 2015, 28 September 2016 and 12 December 2018).

1.2

We write to you to request certain amendments to the Facility Agreement.

1.3

Following discussions between the Company, the Agent and the Lenders, the Majority Lenders have agreed to make certain amendments to the Facility Agreement to reflect an increase in the Group's annual capex covenant.

1.4

This letter reflects the commercial agreement between the parties to the Facility Agreement to such amendments.

1.5

The Company hereby requests that the Lenders approve the various matters detailed in this letter and that by countersigning this letter, this letter constitutes an amendment as contemplated by clause 38 (Amendments and Waivers) of the Facility Agreement.

1.6

This letter is supplemental to and amends the Facility Agreement.

1.7

This letter is entered into by Sytner Group Limited as the Company and as Obligors' Agent.

2.

definitions and interpretation

2.1

Definitions

2.2

Continuing obligations

2.2.1

the Facility Agreement (other than as amended in accordance with the terms of this letter) and all other Finance Documents shall remain in full force and effect;

2.2.2

the Company on behalf of each Obligor confirms its knowledge and acceptance of this letter;

2.2.3

the Facility Agreement shall be read and construed as one document with this letter;

2.2.4

the Company on behalf of each Obligor confirms that with effect from the Effective Date (as defined below), each Obligor shall be bound by the terms of the Facility Agreement as amended by the terms of this letter;

2.2.5

the Company on behalf of each Obligor confirms that the guarantee and indemnity given by each Obligor pursuant to Clause 20 (Guarantee and indemnity) of the Facility Agreement and all Security given by each Obligor pursuant to the Facility Agreement shall continue in full force and effect notwithstanding the amendment of the Facility Agreement in accordance with the terms of this letter; and

2.2.6

except as expressly provided in paragraph ‎4  (Amendments to Facility Agreement) nothing in this letter shall constitute or be construed as an amendment, waiver, consent or release of any provisions of, or any right or remedy of the Finance Parties under, the Finance Documents, nor otherwise prejudice any right or remedy of a Finance Party under the Facility Agreement or any other Finance Document.

3.

EFFECTIVE DATE

3.2.1

an original of this letter countersigned by the Company by which the Company (on behalf of itself and each of the Obligors) acknowledges and agrees to the terms of this letter; and

3.2.2

a copy of the resolutions of the directors of the Company authorising it to agree to the terms of this letter and perform its obligations under it, in form and substance satisfactory to the Agent.

4.

AMENDMENTS to facility agreement

4.1

clause 23.2.3 (Financial condition) shall be deleted and replaced with the following:

5.

Representations and reliance

5.1

Representations

5.2

Reliance

6.

Further assurance

7.

Miscellaneous

7.1

Incorporation of terms

7.2

Counterparts

7.3

Third party rights

7.4

Finance Document

8.

GOVERNING LAW/ENFORCEMENT

8.1

Governing law

8.2

Jurisdiction of English courts

8.2.1

The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this letter (including a dispute relating to the existence, validity or termination of this letter or any non-contractual obligation arising out of or in connection with this letter) (a "Dispute").

8.2.2

The parties to this letter agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no party to this Letter will argue to the contrary.