Dealer Agreement dated April 30, 2020 between Brake Bros. Limited, as Issuer, and Barclays Bank PLC, as Arranger, and Barclays Bank PLC, as Dealer

This Agreement is dated 30 April 2020 and made between:

(1)BRAKE BROS LIMITED (the “Issuer”);

(2) BARCLAYS BANK PLC as arranger (the “Arranger”); and

(3)BARCLAYS BANK PLC (the “Original Dealer”).

It is agreed as follows:

In this Agreement:

“Additional Dealer” means any institution appointed as a Dealer in accordance with Clause 5.2 (Appointment of Dealers);

“Bank of England” means The Governor and Company of the Bank of England and, save as the context otherwise requires, a reference to the Bank of England includes a reference to the Bank of England acting on its own behalf and as agent or custodian for CCFFL;

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in London;

"CCFF Counterparty Documentation" means the Documentation as defined from time to time in the CCFF Counterparty Terms, being as at the date of this Agreement, the Market Notice, the Operating Procedures, the Application Form, the Admission Letter and any other documentation and procedures issued by the Bank of England in connection with the CCFF, each as supplemented and amended from time to time and as defined in the CCFF Counterparty Terms;

"CCFF Counterparty Terms" means the “Terms and Conditions for Counterparties in the Covid Corporate Financing Facility”, published by the Bank of England on or around 23 March 2020, as amended or supplemented from time to time;

“CCFF Eligibility Criteria” means, at any time, the eligibility criteria for participation in the CCFF contained in the CCFF Rules at that time;

“CCFF Rules” means, at any time, the terms and conditions and operating procedures of the CCFF at such time, including the terms and conditions applicable to the eligibility of the Issuer and the Notes to participate in the CCFF;

“CCFFL” means Covid Corporate Financing Facility Limited or any successor entity under the CCFF;

“Clearing System” means Clearstream Banking S.A. (“Clearstream, Luxembourg”) and Euroclear Bank SA/NV (“Euroclear”);

“Covid Corporate Financing Facility” or “CCFF” means the Joint HM Treasury and Bank of England Covid Corporate Financing Facility;

“Dealer” means the Original Dealer (including Barclays Bank PLC in its capacity as Arranger) or an Additional Dealer but excluding any institution whose appointment as a dealer has been terminated under Clause 5.1 (Termination) provided that where any such institution has been appointed as Dealer in relation to a particular issue of Notes or period

of time, the expression “Dealer” or “Dealers” shall only mean or include such institution in relation to such Notes or that time period;

“Deed of Covenant” means the Deed of Covenant, dated on or about the date of this Agreement, executed by the Issuer in respect of Global Notes issued under the Issuing and Paying Agency Agreement;

“Definitive Note” means a Note, security printed or otherwise, issued by the Issuer substantially in the form set out in the Issuing and Paying Agency Agreement;

“Global Note” means a Note in global form, representing an issue of commercial paper, substantially in the form set out in the Issuing and Paying Agency Agreement;

“Group” means the Issuer and its Subsidiaries;

“Information Sheet” means the summary of the Programme prepared by the Issuer in connection with the transactions contemplated by this Agreement, subject as set out in Clause 3.20 (Times for making representations and warranties) as the same may be amended, supplemented or replaced from time to time;

“Issuing and Paying Agency Agreement” means the issuing and paying agency agreement, dated on or about the date of this Agreement, between the Issuer and the Issuing and Paying Agent, providing for the issuance of and payment on the Notes;

“Issuing and Paying Agent” means Deutsche Bank AG, London Branch acting as issuing and paying agent for the Notes and any successor or additional agent appointed in accordance with the Issuing and Paying Agency Agreement;

“Maximum Amount” means £600,000,000 or such other amount as may apply in accordance with Clause 2.7 (Increase in Maximum Amount);

“Note” means a Definitive Note or a Global Note issued under the Issuing and Paying Agency Agreement to a Dealer;

“Note Transaction” means the issue by the Issuer and the subscription by a Dealer of Note(s) in accordance with Clause 2 (Issue);

“Programme” means the CCFF commercial paper programme of the Issuer established by the Programme Agreements;

“Programme Agreement” means this Agreement, any agreement for a Note Transaction, the Deed of Covenant or the Issuing and Paying Agency Agreement;

“Relevant Party” means, in respect of each Dealer, each of its affiliates and each person who controls them (within the meaning of section 15 of the Securities Act or section 20 of the United States Securities Exchange Act of 1934, as amended), and each of their respective directors, officers, employees and agents;

“Sanctions” means any economic or financial sanctions or embargoes and/or restrictive measures administered or imposed by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. State Department, any other agency of the U.S. government, the United Nations, the European Union or the United Kingdom;

“Securities Act” has the meaning given to it at Clause 3.19;

“Sterling” and “£” denote the lawful currency of the United Kingdom; and

“Subsidiary” means:

(a)an entity of which a person has direct or indirect control or owns directly or indirectly more than 50 per cent. of the voting capital or similar right of ownership and “control” for this purpose means the power to direct the management and the policies of the entity whether through the ownership of voting capital, by contract or otherwise; or

(b)an entity whose financial statements are, in accordance with applicable law and generally accepted accounting principles, consolidated with those of another person.

In this Agreement, unless the contrary intention appears, a reference to:

The index to and the headings in this Agreement are for convenience only and are to be ignored in construing this Agreement.

The Issuer hereby appoints the Dealer with respect to the issue of Notes under this Agreement.

The Issuer shall not be under any obligation to issue any Notes, and a Dealer shall not be under any obligation to subscribe for or procure the subscription for any Notes, until such

time as an agreement for a Note Transaction has been reached between the Issuer and that Dealer. The obligations of each Dealer under this Agreement are several.

If the Issuer and any Dealer shall agree on the terms of the subscription for any Note by that Dealer (including agreement with respect to the issue date, aggregate principal or nominal amount, denomination, price, redemption basis, maturity date and discount or interest basis), then:

If, for any reason (including, without limitation, the failure of the relevant trade), a Note is not to be issued in accordance with a Note Transaction, the Issuer and the relevant Dealer shall immediately notify the Issuing and Paying Agent of that fact.

The Issuer may from time to time increase the Maximum Amount by:

The Issuer (in respect of itself) makes the representations and warranties in this Clause 3 to each Dealer.

The Issuer is a corporation duly incorporated and validly existing under the laws of its jurisdiction of incorporation and has the power to own its assets and carry on its business as it is being conducted.

The Issuer has the power to enter into, perform and deliver, and has taken all necessary action to authorise the entry into, performance and delivery of, the Notes and the Programme Agreements and the transactions contemplated by those Notes and Programme Agreements.

The obligations expressed to be assumed by the Issuer in each of the Programme Agreements and (when the Notes have been issued and delivered under the Issuing and Paying Agency Agreement and have been paid for) the Notes are, subject to any general principles of law limiting its obligations which are specifically referred to in any legal opinion delivered under Schedule 1, legal, valid, binding and enforceable obligations.

All authorisations required by the Issuer:

have been obtained or effected and are in full force and effect.

The entry into, delivery and performance by the Issuer of its obligations under the Notes and the Programme Agreements and the transactions contemplated by the Programme Agreements will not conflict with, or constitute a default under:

The obligations of the Issuer under the Programme Agreements rank, and the Notes (when issued) will rank, at least pari passu with all present and future unsecured and unsubordinated obligations of the Issuer other than obligations mandatorily preferred by law applying to companies generally.

In the context of the Programme Agreements and the transactions contemplated by the Programme Agreements, the information contained in the Information Sheet is true and accurate in all material respects and not misleading in any material respect.

The most recently published financial statements of the Issuer (i) were prepared in accordance with the requirements of applicable law and with generally accepted accounting principles in the United Kingdom and are consistently applied throughout the periods involved; and (ii) give a true and fair view of the state of the Issuer’s affairs as at the date to which they were prepared and of the Issuer’s profit for the period then ended.

No member of the Group is in default in respect of any indebtedness for borrowed money or any obligation having a similar commercial effect.

The Issuer is not required by any law or regulation of, or any relevant taxing authority or any political subdivision or any authority thereof having the power to tax in, the United Kingdom or (if different) the jurisdiction in which the Issuer is resident for tax purposes to make any withholding or deduction from any payment due under the Notes or any Programme Agreement for or on account of any taxes or duties of whatever nature.

There are no stamp duties or similar registration and transfer taxes or other duties assessable or payable in the United Kingdom, Belgium, Luxembourg or (if different) the jurisdiction in which the Issuer is resident for tax purposes in connection with the creation, issue, offering or sale of the Notes (including, without limitation, any resale of the Notes by any Dealer to CCFFL) or the execution or delivery of the Programme Agreements or the performance by the Issuer of its obligations under the Notes or the Programme Agreements.

The aggregate outstanding principal amount of the Notes on the date of issue of any Note does not exceed the Maximum Amount.

Neither the Issuer nor any of its Subsidiaries, nor, to the knowledge of the Issuer, any director, officer, agent, employee or other person associated with or acting on behalf of the Issuer or any of its Subsidiaries, has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; violated or is in violation of any provision of any applicable anti-bribery or anti-corruption law, rule or regulation enacted in any jurisdiction; or made, offered or promised to make, or authorised the payment or giving of any bribe, rebate, payoff, influence payment, facilitation payment, kickback or other unlawful payment or gift of money or anything of value prohibited under any applicable law, rule or regulation.

Neither the Issuer nor any of its Subsidiaries nor, to the knowledge of the Issuer, any director, officer, agent, employee or affiliate of the Issuer or any of its Subsidiaries is currently the subject of any Sanctions or conducting business with any person, entity or country which is the subject of any Sanctions.

The operations of the Issuer and its Subsidiaries are and have been conducted at all times in compliance with applicable financial record keeping and reporting requirements and money laundering statutes in the United Kingdom and in all jurisdictions in which the Issuer and its Subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any applicable governmental agency.

The Issuer is not, and will not be as a result of any issue of Notes or the receipt or application of the proceeds thereof, an investment company as defined in the United States Investment Company Act of 1940.

Each of the Issuer represents, warrants and agrees:

3.19.1that neither it, nor any of its affiliates (as defined in Rule 405 under the U.S. Securities Act of 1933, as amended (the “Securities Act”)), nor any person (other than the Dealers, as to whom no representation or warranty is made) acting on its behalf or on behalf of any of its affiliates, has engaged or will engage in any directed selling efforts (as defined in Regulation S under the Securities Act (“Regulation S”)) in the United States with respect to any Notes; and

The representations and warranties set out in this Clause 3:

When a representation or warranty under Clause 3.7 (Information Sheet) is repeated pursuant to Clause 3.20.2, the reference to the Information Sheet shall be deemed to be only the Information Sheet which has been published before the date on which a relevant Note Transaction is agreed (in the case of that Note Transaction and the corresponding issue of Notes) or the date on which the letter purporting to increase the Maximum Amount is delivered (in the case of that increase).

If, before a Note is issued and delivered to or for the account of the relevant Dealer, an event occurs which would render any of the representations and warranties in this Clause 3 immediately, or with the lapse of time, untrue or incorrect, the Issuer will inform the relevant Dealer as soon as practicable of the occurrence of such event. In either case, the relevant Dealer shall inform the Issuer without any undue delay whether it wishes to continue or discontinue the issuance and delivery of the respective Notes.

By a date no later than five Business Days before the date upon which the Issuer and any Dealer shall first agree terms for a Note Transaction (or such other period as may be agreed between the Issuer and that Dealer), the Issuer shall deliver to that Dealer each of the documents listed in Schedule 1, in form and substance satisfactory to that Dealer.

The obligations of any Dealer in respect of any agreement for a Note Transaction and each issue of Notes shall be conditional upon:

i.on each date upon which an agreement for a Note Transaction is made; and

ii.on each date on which Notes are issued,

by reference to the facts and circumstances then subsisting;

3.23.2there being no breach as at the issue date of those Notes in the performance of the obligations of the Issuer under any of the Programme Agreements or any Note;

The undertakings in this Clause 4 remain in force from the date of this Agreement for so long as any Programme Agreement is in force and any amount is or may be outstanding under any Programme Agreement or any Note.

Whenever the Issuer publishes or makes available to its shareholders (or any class of them) or to its creditors generally (or any class of them) or to the public (by filing with any regulatory authority, securities exchange or otherwise) any information which could reasonably be expected to be material in the context of the Programme Agreements and the Notes and the transactions contemplated by the Programme Agreements and the Notes, the Issuer shall:

a.notify each Dealer as to the nature of such information;

b.make a reasonable number of copies of such information available to each Dealer upon request and permit distribution of that information to actual or potential purchasers of Notes; and

c.take such action as may be necessary to ensure that the representation and warranty contained in Clause 3.7 (Information Sheet) is true and accurate on the dates when it is made or deemed to be repeated.

The Issuer undertakes to notify the Dealers during the period from (and including) the date of any Note Transaction relating to Notes to (and including) the date that is two Business Days following such Note Transaction, should it or any of the Notes cease to be eligible to participate in the CCFF.

Whenever the Issuer is required to obtain or effect any authorisation in order to comply with the representation and warranty contained in Clause 3.4 (Authorisations), the Issuer shall:

The Issuer undertakes that if it amends, supplements or replaces the Information Sheet, it will deliver a copy of the Information Sheet as so amended, supplemented or replaced to the Bank of England, the Arranger and the Dealers.

4.6.1Without prejudice to the other rights or remedies of the Dealers, the Issuer undertakes to each Dealer that if that Dealer or any of its Relevant Parties incurs any liability, damages, cost, loss or expense (including, without limitation, legal fees, costs and expenses) (a “Loss”) arising out of or in connection with or based on:

i.the Issuer's failure to make due payment under the Notes or the Deed of Covenant; or

ii.any Notes not being issued for any reason (other than as a result of the failure of any Dealer to pay for such Notes) after an agreement for that Note Transaction has been made; or

iii.any breach or alleged breach of the representations, warranties, covenants or agreements made or deemed to be repeated by the Issuer in this Agreement or any other Programme Agreement; or

iv.any untrue statement or alleged untrue statement of any material fact contained in the Information Sheet unless, in the case of an alleged untrue

statement, the allegation is being made by the relevant Dealer or its Related Party; or

v.the exercise by the Bank of England or CCFFL of its rights under clause 9.2, 9.3 and/or 13.3 (as the same may be amended, supplemented or replaced from time to time) of the CCFF Counterparty Terms to the extent that the relevant Dealer provides evidence in writing that the exercise of such rights, and the incurrence by it of any Loss, relates solely to the Programme Agreements and/or any relevant Note Transaction,

the Issuer shall pay to that Dealer on demand an amount equal to such Loss on an after tax basis. No Dealer shall have any duty or obligation, whether as fiduciary or trustee for any Relevant Party or otherwise, to recover any such payment or to account to any other person for any amounts paid to it under this Clause 4.5.

ithe use of the legal advisers chosen by the Issuer to represent the Dealer or Relevant Party would present such legal advisers with a conflict of interest;

iithe actual or potential defendants in, or targets of, any such action include both the Dealer or its Relevant Party and the Issuer and the Dealer concludes that there may be legal defences available to it and/or other Relevant Parties which are different from or additional to those available to the Issuer; or

iiithe Issuer has not employed legal advisers reasonably satisfactory to the Dealer to represent the Dealer or its Relevant Party within a reasonable time after notice of the institution of such action.

delayed. The Issuer shall not, without the prior written consent of the Dealer (such consent not to be unreasonably withheld or delayed), settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim or action in respect of which recovery may be sought (whether or not the Dealer or its Relevant Party is an actual or potential party to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each Dealer and its Relevant Party from all liability arising out of such claim or action and does not include a statement as to or an admission of fault, culpability or failure to act by or on behalf of a Dealer or its Relevant Party.

The Issuer will on demand:

i.any change in an Issuing and Paying Agent, or any change in any of the offices of such Issuing and Paying Agent; and

ii.any amendment to or termination of the Issuing and Paying Agency Agreement or the Deed of Covenant,

by no later than 10 Business Days before the making of that change, amendment or termination.

The Issuer will take such steps (in conjunction with the Dealers, where appropriate) to ensure that any laws and regulations or requirements of any governmental agency, authority or institution which may from time to time be applicable to any Notes shall be fully observed and complied with, including without limitation its obligations under Clause 3.19 (US selling restrictions).

The Issuer will ensure that proceeds raised in connection with the issue of any Notes will not directly or indirectly be lent, contributed or otherwise made available to any person or entity (whether or not related to the Issuer for the purpose of financing the activities of any person or entity or for the benefit of any country currently the subject of any Sanctions. Neither the provisions of this Clause 4.9 nor Clause 3.15 (Sanctions) (when repeated after the date of this Agreement) shall apply to any person if and to the extent that it is or would be unenforceable by or in respect of that person by reason of breach of (i) any provision of Council Regulation (EC) No 2271/96 of 22 November 1996 (or any law or regulation implementing such Regulation in any member state of the European Union or the United Kingdom).

4.11.1Where at any time any Dealer is required under the terms of any of the CCFF Counterparty Documentation to provide any representations, undertaking or satisfy any conditions precedent in relation to or in connection with the Issuer or its affiliates, the Issuer shall be deemed to give such representations and undertakings and confirm such conditions precedent are satisfied mutatis mutandis to the relevant Dealer at such time (the “CCFF Issuer Undertakings, Representations and Conditions Precedent”);

4.11.3Without prejudice to any other indemnity given by the Issuer in this Agreement, where a Dealer is required at any time under the terms of the CCFF Counterparty Documentation to indemnify or undertake to pay any entity's (other than its own) fees, costs, charges and other expenses (including, without limitation, any third party custody or settlement or clearing system or depository charges for any assets, costs incurred in connection with checking that assets are eligible for the CCFF and valuing assets, internal costs and expenses (including staff salary costs), legal expenses, transfer taxes, value added tax, registration charges and other similar taxes and charges) (the “Counterparty CCFF Indemnities and Costs”) in connection with the Programme or a related transaction the Issuer shall provide mutatis mutandis such indemnity or undertaking to pay such Counterparty

CCFF Indemnities and Costs to the relevant Dealer, provided that if the Dealer has already recovered costs referred to in this Clause 4.11.3, then such Dealer shall not be entitled to recover in respect of the same claim pursuant to Clause 4.6.1(v) of this Agreement; and

5.1.2The rights and obligations of each party to this Agreement shall not terminate in respect of any rights or obligations accrued or incurred before the date on which such termination takes effect and the provisions of Clauses 4.6 (Indemnification) and 4.4 (Costs and expenses) shall survive termination of this Agreement and delivery against payment for any of the Notes.

i.the date of the signature of the dealer accession letter by the Additional Dealer in accordance with paragraph 5.2.1 above; and

ii.the date specified in the dealer accession letters as the date of appointment,

and the Additional Dealer shall then be vested with all the authority, rights, powers, duties and obligations as if originally named as a Dealer under this Agreement.

i.such authority, rights, powers, duties and obligations shall extend to the relevant Notes or period only; and

ii.following the relevant issue of Notes or the expiry of the time period, the relevant Additional Dealer shall have no further authority, rights, powers, duties or obligations except such as may have accrued or been incurred

prior to, or in connection with, the issue of such Notes or during that time period.

If, at any time, a Dealer transfers all or substantially all of its commercial paper business to any of its affiliates then, on the date that transfer becomes effective, the relevant affiliate shall become the successor to that Dealer under this Agreement without the execution or filing of any paper or any further act on the part of the parties to this Agreement. Upon that transfer becoming effective, all references in this Agreement to the relevant Dealer shall be deemed to be references to the relevant affiliate. The relevant Dealer shall, promptly following that effective date, give notice of the transfer to the Issuer with a copy to the Issuing and Paying Agent.

The Arranger shall have only those duties, obligations and responsibilities expressly specified in this Agreement. Each of the Dealers agrees that the Arranger has only acted in an administrative capacity to facilitate the establishment and/or maintenance of the Programme and has no responsibility to it for:

The Issuer the Arranger and the Dealers agree that solely by virtue of its appointment as Arranger or Dealer, as applicable, in respect of the Programme, neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of EU Delegated Directive 2017/593.

Any communication to be made under this Agreement shall be made in writing and, unless otherwise agreed, be made by letter, email or by telephone (to be confirmed promptly by letter or email). Any such communication shall be effective (if sent by letter or email) upon receipt by the addressee or (if made by telephone) upon receipt by the recipient of prompt confirmation of that communication by letter or email, provided that any such communication which would otherwise take effect after 4.00 p.m. on any particular day shall not take effect until 10.00 a.m. on the immediately succeeding business day in the place of business of the addressee.

The relevant contact details of each party to this Agreement shall be as set out in the signatory pages to this Agreement, or as otherwise notified by any party to each other party to this Agreement.

(i)in English; or

(ii)if not in English, (unless the Dealers otherwise agree) accompanied by a certified English translation. In this case, the English translation prevails unless the document is a constitutional, statutory or other official document.

If, at any time, any provision of this Agreement 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.

No failure to exercise, nor any delay in exercising, on the part of any Dealer, any right or remedy under the Programme Agreements 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.

This Agreement may be executed in any number of counterparts. This has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

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

this does not affect any right or remedy of a third party which exists or is available apart from that Act.

This Agreement, any agreement for a Note Transaction and the Notes and any non-contractual obligations arising out of or in connection with any of them shall be governed by, and construed in accordance with, English law.

i.proceedings in any other court with jurisdiction; and

ii.concurrent proceedings in any number of jurisdictions.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

(a)approving the terms of, and the transactions contemplated by, the Notes and Programme Agreements and resolving that it execute the Notes and Programme Agreements;

(b)authorising a specified person or persons to execute the Notes and Programme Agreements on its behalf; and

(c)authorising a specified person, or persons on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with Notes and Programme Agreements.

(a)this Agreement;

(b)the Issuing and Paying Agency Agreement; and

(c)the Deed of Covenant.

(a)the confirmation from the Issuing and Paying Agent that an executed copy of each of the Deed of Covenant has been delivered to the Issuing and Paying Agent; and

(b)the confirmation from the Issuing and Paying Agent that the form of Global Note has been prepared and has been delivered to the Issuing and Paying Agent.

(a)to sign on behalf of the Issuer the Notes and the Programme Agreements, as well as all notices and other documents to be delivered in connection with the Programme Agreements and the Notes;

(b)to take any other action on behalf of the Issuer in relation to the Programme.

[Date]

To: [New Dealer name]

cc.: [list all permanent Dealers]

cc.: [Issuing and Paying Agent name] as Issuing and Paying Agent

Dear Sirs

We refer to a dealer agreement dated 30 April 2020 (the “Dealer Agreement”) between ourselves as Issuer, Barclays Bank PLC as Arranger, Barclays Bank PLC as Dealer relating to the Programme. Terms used in the Dealer Agreement shall have the same meaning in this letter.

In accordance with Clause 5.2 (Appointment of Dealers) and upon the terms of the Dealer Agreement, we hereby appoint you as an Additional Dealer [for the Programme [with immediate effect][with effect from [          ]]/[for the issue of [description of issue]/[for the period ● to ●]]. [Copies of each of the condition precedent documents set out in Schedule 1 to the Dealer Agreement have been sent to you, as requested].

Please confirm acceptance of your appointment upon such terms by signing and returning to us the enclosed copy of this letter, whereupon you will, in accordance with Clause 5.2 (Appointment of Dealers) of the Dealer Agreement, become a party to the Dealer Agreement vested with all the authority, rights, powers, duties and obligations set out in that Clause 5.2.

Yours faithfully

We hereby confirm acceptance of our appointment as a Dealer upon the terms of the Dealer Agreement referred to above. For the purposes of Clause 7 (Notices) of the Dealer Agreement our contact details are as follows:

Address: [  ]

Telephone: [  ]

Email:  [   ]

Contact: [  ]

Dated: ..........................................................

Signed: ..........................................................for [New Dealer name]

[Date]

To: The Dealer referred to below

cc.: Barclays Bank PLC as Arranger

cc.: Deutsche Bank AG, London Branch as Issuing and Paying Agent

Dear Sirs

Brake Bros Limited £600,000,000 Commercial Paper Programme for the purpose of the Joint HM Treasury and Bank of England Covid Corporate Financing Facility (the “Programme”)

We refer to a dealer agreement dated 30 April 2020 (the “Dealer Agreement”) between ourselves as Issuer, Barclays Bank PLC as Arranger and Barclays Bank PLC as Dealer relating to the Programme. Terms used in the Dealer Agreement shall have the same meaning in this letter.

In accordance with Clause 2.7 (Increase in Maximum Amount) of the Dealer Agreement, we hereby notify each of the addressees listed above that the Maximum Amount is to be increased from £[●] to £[●] with effect from [Date], subject to delivery to the Dealer[s], the Arranger and the Issuing and Paying Agent of the following documents:

(a)a certificate from a duly authorised officer of the Issuer confirming that no changes have been made to the constitutional documents of the Issuer since the date of the Dealer Agreement or, if there has been a change, a certified copy of the constitutional documents currently in force;

(b)certified copies of all documents evidencing the internal authorisations and approvals required to be granted by the Issuer for such an increase in the Maximum Amount;

(c)certified copies of [specify any applicable governmental or other consents required by the Issuer in relation to the increase];

(d)a list of names, titles and specimen signatures of the persons authorised to sign on behalf of the Issuer all notices and other documents to be delivered in connection with such an increase in the Maximum Amount;

(e)an updated or supplemented Information Sheet reflecting the increase in the Maximum Amount of the Programme; and

(f)legal opinions from legal counsel in jurisdiction of the Issuer. 

Yours faithfully

..........................................................

for and on behalf of

By:  /s/ Sarah Whibley

Sarah Whibley

Address: Brake Bros Limited

Enterprise House,

Eureka Business Park,

Ashford, Kent,

TN25 4AG

Telephone: 01233 206621

Contact: John Legg / Sarah Whibley

By:   /s/ <Authorized Signatory>

          [Authorized Signatory]

Address:

        5 The North Colonnade

        Canary Wharf

        London E14 4BB

        United Kingdom

Telephone: +44 20 7773 5757

Email:  ecpdesk@barclays.com

Contact: ECP Trading Desk

By:   /s/ <Authorized Signatory>

          [Authorized Signatory]

Address:

        5 The North Colonnade

        Canary Wharf

        London E14 4BB

        United Kingdom

Telephone: +44 20 7773 5757

Email:  ecpdesk@barclays.com

Contact: ECP Trading Desk