EXHIBIT 4.1
[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
Our Ref:
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 30th day of March 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:-
(1) the level/ratios for the covenants detailed in Clauses 19.7 and 19.8
of the Agreement shall be amended as detailed below.
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) 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.
Registered in Scotland No. 90312 Registered Office: 36 St.
Andrew Square, Edinburgh EH2 2YB
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 authorized
representatives of the Lender and the Company.
For and on behalf of the Lender
/s/ Jason A. Necker
- -------------------
Signature
For and on behalf of the Company
/s/ Mark Morris
- ---------------
Signature
Date: 30th March, 2004
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