DATED [ ] 2015 TOWRY HOLDINGS LIMITED. DEED constituting Unsecured Loan Notes due 2022

Transcription

1 DATED [ ] 2015 TOWRY HOLDINGS LIMITED DEED constituting Unsecured Loan Notes due 2022 Slaughter and May One Bunhill Row London EC1Y 8YY (SCQM/GXZE)

2 CONTENTS Clause Page No. 1. INTERPRETATION 1 2. ISSUE, FORM AND STATUS 7 3. REDEMPTION 7 4. PAYMENTS 7 5. ENFORCEMENT 8 6. CERTIFICATES AND REGISTER 8 7. TRANSFER 9 8. REPLACEMENT OF LOAN NOTES NOTICES SUBSTITUTION OF PRINCIPAL DEBTOR OR EXCHANGE OF LOAN NOTES DEALINGS INSPECTION ENDORSEMENT GOVERNING LAW AND JURISDICTION 14 SCHEDULE 1 16 PART 1 FORM OF LOAN NOTE CERTIFICATE 16 PART 2 THE CONDITIONS FORM AND STATUS REDEMPTION TAXES UNDERTAKING REDEMPTION ON DEFAULT 19

3 6. PURCHASE CANCELLATION REGISTRATION AND TRANSFER MODIFICATION OF RIGHTS 20 SCHEDULE 2 PROVISIONS FOR MEETINGS OF THE NOTEHOLDERS CONVENING A MEETING QUORUM PERSONS ENTITLED TO ATTEND AND SPEAK ADJOURNMENT PASSING OF RESOLUTIONS POLLS VOTES PROXIES REPRESENTATIVES SPECIAL RESOLUTIONS MINUTES 26 SCHEDULE 3 FORM OF COMPANY GUARANTEE INTERPRETATION GUARANTEE GOVERNING LAW AND JURISDICTION 29

4 THIS DEED is made on [ ] 2015 BY: TOWRY HOLDINGS LIMITED incorporated in England and Wales with registered number whose registered office is at Towry House, Western Road, Bracknell RG12 1TL (the Company ). WHEREAS: The Company has resolved, pursuant to a resolution of its board of directors/a duly authorised committee of its board of directors passed on [ ] 2015 to create the Loan Notes (as defined below) to be issued in connection with the Acquisition (as defined below). The Company has determined to constitute the Loan Notes in the manner set out in this Deed. NOW THIS DEED WITNESSES as follows: 1. INTERPRETATION In this Deed, including its Recitals and Schedules, unless the subject or context requires otherwise, the following expressions shall have the meanings set out opposite them below: Acquisition Australia Business Day Canada Conditions means the acquisition by Towry Finance Company Limited of the issued and to be issued ordinary share capital of the Target by means of a scheme of arrangement pursuant to sections 855 to 899 of the Companies Act 2006, details of which are set out in a formal scheme document dated 23 February 2015 as supplemented by an additional document dated 17 March 2015; means the Commonwealth of Australia, its territories and possessions; means a day, other than a Saturday, Sunday or public holiday, on which commercial banks and foreign exchange markets are open for general business in London; means Canada, its provinces and territories and all areas subject to its jurisdiction or any political sub-division thereof; means the conditions of the Loan Notes to be endorsed on each Loan Note set out in Part 2 of

5 2 Schedule 1 (as from time to time modified in accordance with their terms); Deed Directors Existing Lenders Facility Family Trust Financial Adviser means this Deed and the Schedules appended to it as modified from time to time; means the board of directors at the relevant time of the Company or a duly authorised committee thereof; means The Royal Bank of Scotland plc, HSBC Bank plc, GE Corporate Finance Bank SAS, London Branch, GE Corporate Finance Bank SAS, ICG Senior Debt Partners SV 1 Compartment ICG SDP 1, ICG Senior Debt Partners SV 1 ICG Heureka Senior Lending Credit Compartment, ICG Senior Debt Partners Limited Partnership, ICG Senior Debt Partners SV 1 CAA Private Financing Compartiment 1 and ICG Senior Debt Partners SV 1 Compartment Four; means the 169,000,000 facilities agreement entered into on 1 February 2015 between, amongst others, the Company as parent, Towry Finance Company Limited as original borrower, GE Corporate Finance Bank SAS, HSBC Bank plc, The Royal Bank of Scotland plc and Intermediate Capital Managers Limited as mandated lead arrangers and The Royal Bank of Scotland plc as agent and security agent as it may be amended from time to time; means, as regards any individual, a trust under which no immediate beneficial interest in any of the Loan Notes is for the time being vested in any person other than the individual or Relatives of the individual and by virtue of which no voting or other rights attaching thereto are or may become liable to be exercisable by or as directed by or subject to the consent of any person other than the individual and the relatives of the individual or the trustees as trustees of such trust; means Morgan Stanley & Co. International plc or such other financial adviser of international repute in the City of London as may be nominated by the Company;

6 3 Group Holding Company Listing means the Company and any of its Subsidiaries from time to time; means any holding company as defined in section 1159 of the Companies Act 2006 and a company shall be treated, for the purposes only of the membership requirement contained in subsections 1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the name of (i) another person (or its nominee) whether by way of security or in connection with the taking of security; or (ii) its nominee; means: (i) (ii) 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 Financial Conduct Authority 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; or 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 of the London Stock Exchange or the Main Board or the Growth Market of the ICAP Securities & Derivatives Exchange (ISDX) 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; Loan Notes means the Unsecured Loan Notes due 2022 of the Company constituted by this Deed and any further Loan Notes created pursuant to Clause 2 to form a single series with the original Loan Notes;

7 4 Loan Note Certificate New Company shall have the meaning given in Clause 7; shall have the meaning given in Clause 11(ii); New Zealand means New Zealand, its territories and possessions; Noteholders Notice of Availability Original Debtor Palamon Permitted Transferee means the person or persons at the relevant time entered in the Register as holders of Loan Notes; shall have the meaning given in Clause 10; shall have the meaning given in Clause 11; means Palamon Capital Partners, L.P. and any trust, fund or other entity which is advised or managed by, or is under the control of, Palamon Capital Partners, L.P. or any of its affiliates (other than any portfolio investment or portfolio company); means: (i) (ii) (iii) (iv) (v) a Relative of the Noteholder; the trustees of a Family Trust of the Noteholder; if the Noteholder is a company, its Subsidiaries, any Holding Company and any Subsidiaries of any Holding Company from time to time; if the Noteholder is an investment fund, other investment funds managed by the same fund manager that manages the Noteholder; and any other Noteholder to which Loan Notes were issued in connection with the Acquisition. Provisions Redemption Amount means the provisions for meetings of Noteholders set out in Schedule 2; means the principal amount of the Loan Notes originally issued (as increased, if applicable, in accordance with Condition 2(C)) less any amount paid to Noteholders pursuant to Condition 4 from

8 5 time to time; Redemption Date means (i) (ii) (iii) the earlier of: (x) if a Listing has not occurred, the date Palamon ceases to control at least 50% of the voting rights in the Company or ceases to hold at least 30% of the issued share capital of the Company (excluding any share capital with a fixed return), or (y) if a Listing has occurred, the date Palamon ceases to control at least 30% of the issued share capital of the Company (excluding any share capital with a fixed return); completion of any refinancing in full of the Facility whether or not such refinancing is made available in whole or in part by the Existing Lenders and regardless of the structure or nature of any replacement or additional facility; and seven years from date of issue of the Loan Notes; or in relation to Loan Notes to be redeemed pursuant to Condition 2(E), the date specified by the Company for that purpose; Register Relative Restricted Jurisdiction Restricted Overseas Person means the register of Noteholders maintained by or on behalf of the Company pursuant to the provisions of this Deed; means a spouse/civil partner, parent, child, stepchild, grandchild, great grandchild or adopted child; means the United States, Canada, Australia, New Zealand, Japan and any other jurisdiction where the relevant action would constitute a violation of the relevant laws and regulations of such jurisdiction; means:

9 6 (i) a US Person; or (ii) a person (including an individual, partnership, unincorporated syndicate, limited liability company, unincorporated organisation, incorporated association, trust, trustee, executor, administrator or other legal representative) resident in a Restricted Jurisdiction; Special Resolution Sterling or has the meaning set out in the Provisions; means the lawful currency of the United Kingdom; Subsidiaries means any subsidiaries as defined in section 1159 of the Companies Act 2006 and a company shall be treated, for the purposes only of the membership requirement contained in subsections 1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the name of (i) another person (or its nominee) whether by way of security or in connection with the taking of security; or (ii) its nominee; Substituted Company Substituted Deed Target TCGA 1992 United States US Person shall have the meaning given in Clause 11(i); shall have the meaning given in Clause 11(i); means Ashcourt Rowan plc; means the Taxation of Chargeable Gains Act 1992; means the United States of America, its members and possessions, any State of the United States and the District of Columbia and all other areas subject to its jurisdiction; and means a US person as defined in Regulation S of the United States Securities Act of 1933 (as amended). Words denoting the singular number shall include the plural number and vice versa, words denoting the masculine gender shall include the feminine gender. References to a person shall be construed so as to include any individual, firm, company, corporation, body corporate, government, state or agency of a state, local or municipal

10 7 authority or government body or any joint venture, association or partnership (whether or not having separate legal personality); (C) (D) (E) References to Schedules are to the schedules to this Deed which form part of this Deed and shall have the same force and effect as if set out in the body of this Deed and any reference to this Deed or Deed shall include the Schedules. Any reference to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof. All headings and titles are inserted for convenience only and shall not affect the interpretation of this Deed. 2. ISSUE, FORM AND STATUS (C) (D) The principal amount of the Loan Notes is limited to [ ]. The Company may not create and issue further Loan Notes that form a single series with the original Loan Notes except with prior approval by Special Resolution. The Loan Notes shall rank pari passu equally and rateably with the other unsecured and unsubordinated obligations of the Company, except for obligations mandatorily preferred by law applying to companies generally. The Loan Notes shall be issued credited as fully paid in denominations or integral multiples of 1 pence Sterling ( 0.01) in nominal amount and shall be held subject to and with the benefit of the Conditions and the Provisions. Such Conditions and Provisions and all the obligations and covenants contained in them on the parts of the Company and the Noteholders shall be binding on the Company and the Noteholders and all persons claiming through them and shall take effect in the same manner as if such Conditions and Provisions were set out in the body of this Deed. 3. REDEMPTION When the Loan Notes are required to be redeemed in accordance with the Conditions (or the Company is redeeming Loan Notes pursuant to Condition 2(E)), the Company shall pay to each Noteholder the full amount of the Redemption Amount payable in respect of the Loan Notes held by that Noteholder to be redeemed. 4. PAYMENTS Any amount payable upon the Loan Notes may be paid: (i) by cheque or warrant sent through the post, at the risk of the Noteholder, to the registered address of the Noteholder or, in the case of joint Noteholders to the registered address of that one of the joint Noteholders who is first named on the register or to such person and to such address as the Noteholder or joint Noteholders may in writing direct; or

11 8 (ii) by telegraphic transfer or bank transfer or by means of Bankers Automated Clearing System to such person and to such bank account as the Noteholder or, in the case of joint Noteholders, as the Noteholder who is first named on the Register, may in writing direct, subject to any charges, costs and expenses which may properly be incurred in connection therewith by the Company being paid by the relevant Noteholder or Noteholders. For the purposes of receiving payments by telegraphic transfer or bank transfer or by means of the Bankers Automated Clearing System, a Noteholder shall, within ten (10) Business Days of a written request from the Company, give full details of the bank account in the name of that Noteholder to whom the sum so payable is to be paid. Any such cheque or warrant shall be made payable to the order of the Noteholder to whom it is sent and payment of the cheque, warrant, telegraphic transfer or bank transfer shall be a satisfaction of the amount represented thereby. All payments to be made by the Company in respect of the Loan Notes will be made after any deduction or withholding for or on account of any present or future tax required by law to be deducted or withheld. 5. ENFORCEMENT Subject to paragraphs 10 and 10 of Schedule 2, at any time after the Loan Notes have become redeemable, the Noteholders or any of them may, without further notice, institute such proceedings as they may think fit to enforce payment of the moneys due on that date in accordance with the Conditions. 6. CERTIFICATES AND REGISTER Each Noteholder shall be entitled free of charge to a certificate for the Loan Note or Loan Notes (a Loan Note Certificate ) registered in his name. Joint holders of Loan Notes will be entitled to only one Loan Note Certificate in respect of the Loan Notes held by them jointly which will be delivered to the first-named of such joint holders on the Register unless all such joint holders otherwise specify in writing. The Loan Note Certificates shall refer to this Deed, shall be substantially in the form set out in Part 1 of Schedule 1, shall have endorsed on them the Conditions and shall be issued under the signature of two duly authorised signatories of the Company or under the common or securities seal of the Company to be affixed in the manner provided by the Articles of Association at the relevant time of the Company or in such other manner as may be permitted by statute and authorised by the Directors. The Company shall at all times keep at its offices (or at such other place within the United Kingdom as the Company may from time to time notify to Noteholders) the Register recording:- (i) (ii) (iii) the number of Loan Notes and the amount of Indebtedness at the relevant time issued and outstanding; the date of issue of the Loan Notes and all subsequent transfers of them; the names and addresses of the Noteholders;

12 9 (iv) (v) the principal amount of Loan Notes registered in their respective names; and the dates on which they were entered on the Register in respect thereof. (C) (D) (E) (F) (G) (H) (I) A Noteholder shall be entitled, at all reasonable times during office hours, to inspect the Register. The Company will recognise each Noteholder as the absolute owner of his Loan Notes and will not be bound to take notice of or to see to the execution of any trust whether express, implied or constructive to which any Loan Note may be subject and the receipt of such Noteholder (or, in the case of joint holders, of any one of such holders) for the moneys payable upon the redemption of his Loan Notes shall be a good discharge to the Company notwithstanding any notice it may have, whether express or otherwise, of the right, title, interest or claim of any person (other than the Noteholder) to or in such Loan Note or moneys. No notice of any trust, express, implied or constructive, shall (except as provided by statute or as required by an order of a court of competent jurisdiction) be entered on the Register in respect of any Loan Notes. Each Noteholder, whether the original or any subsequent holder of the Loan Notes, shall be recognised by the Company as entitled to payment in respect of his Loan Notes free of any equity, set-off or cross-claim on the part of the Company. The personal representatives of a deceased Noteholder (not being one of several joint holders) shall be the only persons recognised by the Company as having any title to or interest in that Loan Note on the death of such Noteholder. In the case of the death of any of the joint holders of any Loan Note, the survivors or survivor will be the only persons or person recognised by the Company as having any title to or interest in that Loan Note. Any person becoming entitled to a Loan Note in consequence of the death or bankruptcy of any Noteholder or otherwise by operation of law, may, upon producing such evidence that he is so entitled as the Directors may reasonably require, be registered himself as the Noteholder or, subject to the Conditions as to transfer, may transfer that Loan Note. 7. TRANSFER The Loan Notes may be transferred to Permitted Transferees only in amounts or integral multiples of 100 in nominal amount (or an amount equal to the entire holding of the relevant Noteholder, whatever the amount) subject to the registration of such transfer in the Register. Such transfer shall be in writing signed by or on behalf of the transferor or his personal representatives or, in the case of a corporation, under its common or corporate seal or under the hand of a duly authorised representative (in which event the transfer must be accompanied by the authority of such person), and may be in any usual or common form.

13 10 (C) (D) Every instrument of transfer in respect of the Loan Notes must be left at the Company s registered office (or at such other place as the Company may appoint for registration) and must be accompanied either by (a) the relevant Loan Note Certificate; or (b) an indemnity in respect of the loss thereof (in the case of (b) in a form reasonably satisfactory to the Company) and such other evidence as the Directors may reasonably require to prove the title of the transferor and/or his right to transfer the Loan Note or Loan Notes. All instruments of transfer which are registered shall be retained by or on behalf of the Company. No fee shall be payable in respect of any transfer. If applicable, a balancing Loan Note Certificate shall be issued without charge to the person or persons entitled to it as soon as possible. The Loan Notes are not, and will not be, registered under the United States Securities Act of 1933 (as amended) or under the applicable securities laws of any Restricted Jurisdiction and no steps have been or will be taken to enable the Loan Notes to be offered in compliance with the relevant securities laws of any Restricted Jurisdiction. Accordingly, the Loan Notes may not be offered, sold or delivered, directly or indirectly, in or into any Restricted Jurisdiction. No transfer of Loan Notes in breach of this restriction will be registered by or on behalf of the Company. 8. REPLACEMENT OF LOAN NOTES If any Loan Note Certificate is defaced, worn-out, lost or destroyed it may be renewed or replaced on such terms (if any) as to evidence and indemnity and payment of any expenses incurred by the Company in investigating any relevant evidence as the Directors may reasonably determine but otherwise free of charge and (in the case of defacement or wearing-out) upon delivery up of the old Loan Note Certificate. 9. NOTICES The Company may give any notice or may send any other document (except for a Loan Note Certificate, which shall be sent in accordance with Clause 10 below) to a Noteholder: (i) (ii) (iii) (iv) (v) personally; by sending it by post in a prepaid envelope addressed to the Noteholder at his address as shown in the Register; by leaving it at the address of the Noteholder as shown in the Register; by sending it as an electronic communication to the Noteholder to any electronic address which the Noteholder has previously notified to the Company as being suitable for that purpose; or by placing it on a website or websites and giving the Noteholder a notice stating that the notice or other document is available on such website(s) (a Notice of

14 11 Availability ). A Notice of Availability may be given to the Noteholder by any of the methods set out in sub-clauses (i) (iv) above. (C) The Company may send a Loan Note Certificate to a Noteholder by any of the methods set out in sub-clauses (i) - (iii) above. In the case of joint holders of a Loan Note, all notices shall be given to the holder who is first named in the Register in respect of the joint holding and notice so given shall be sufficient notice to all the joint holders. A Noteholder whose address as shown in the Register is not within the United Kingdom and who gives to the Company an address within the United Kingdom at which notices may be given to him shall be entitled to have notices given to him at that address in the United Kingdom, but, unless he does so, no such Noteholder shall be entitled to receive any notice from the Company. (D) (i) Any notice to be given to a Noteholder may be given by reference to the Register as it stands at any time within the period of fifteen (15) days before the notice is given and no change in the Register after that time shall invalidate the giving of the notice. (ii) Every person who becomes entitled to a Loan Note shall be bound by any notice in respect of that Loan Note which, before his name is entered in the Register, has been given to the person(s) from whom he derives his title, whether derived directly or indirectly. (E) (F) (G) (H) Where, by reason of the suspension or curtailment of postal services within the United Kingdom, the Company is unable effectively to convene a meeting of Noteholders by notice sent by post, notice of the meeting shall be sufficiently given if given by advertisement in one leading national daily newspaper published in the United Kingdom. The Company shall send a confirmatory copy of the notice to Noteholders by post if, at least six (6) clear days before the meeting, the posting of notices to addresses throughout the United Kingdom again becomes practicable. Any notice to be given by the Company to the Noteholders or any of them and not provided for by or pursuant to the Conditions shall be sufficiently given if given by advertisement in at least one leading national daily newspaper published in the United Kingdom. Any notice required to be given to the Company by the Noteholders under this Deed may be given either personally or by sending it by post, in either case to the Company s registered office (or such other address for this purpose chosen by the Company and notified to the Noteholders). A notice sent by post shall be deemed to have been given on the Business Day following that on which it was posted unless it was sent by second class post or there is only one class of post in which case it shall be deemed to have been given on the second Business Day after it was posted. Proof that the envelope containing the notice was properly addressed, prepaid and posted shall be conclusive evidence that notice was given. A notice given personally or by advertisement shall be deemed to have been served on the day on which the notice is delivered or the advertisement appears.

15 12 A notice given by electronic communication shall be deemed to be given on the Business Day following that on which the communication was sent. A notice placed on the website(s) of the Company shall be deemed to be given on the Business Day following that on which the Notice of Availability was given to the Noteholder. (I) A notice may be given by the Company to a person entitled to a Loan Note in consequence of the death or bankruptcy of a Noteholder by sending or delivering it in any manner authorised by this Deed for the giving of notice to a Noteholder addressed to that person by name, or by the title of representative of the deceased or trustee of the bankrupt or by any like description, at the address, if any, within the United Kingdom supplied for that purpose by the person claiming to be so entitled. Until such an address has been supplied, a notice may be given in any manner in which it might have been given if the death or bankruptcy of the Noteholder had not occurred. 10. SUBSTITUTION OF PRINCIPAL DEBTOR OR EXCHANGE OF LOAN NOTES The Company (or any previous Substituted Company or New Company (each as defined below) appointed under this Clause 11 (the Original Debtor ) may without the consent of the Noteholders either: (i) substitute in its place as the principal debtor under: (a) (b) this Deed or any deed expressed to be supplemental hereto; and the Loan Notes, any other member of the Group resident in the United Kingdom for tax purposes (hereinafter called the Substituted Company ) by means of a deed (the Substituted Deed ) executed by the Original Debtor in such form as the Original Debtor and the Substituted Company shall agree, a copy of which shall be made available for inspection by Noteholders provided that the Original Debtor s right to require substitution pursuant to this Clause 11 shall be exercisable only if such substitution would not, under the laws in force at the time it was intended to effect the same, itself constitute a disposal of the Loan Notes (or any of them) for the purposes of United Kingdom taxation of chargeable gains; or (ii) require all or any of the Noteholders to exchange the Loan Notes for loan notes of the same principal value issued on the same terms mutatis mutandis by one or more members of the Group resident in the United Kingdom for tax purposes (the New Company ) provided that the Original Debtor s right to require an exchange pursuant to this Clause 11 shall be exercisable only if: (a) such exchange will fall within the provisions of section 135 TCGA 1992; and (b) prior clearance has been received from HM Revenue & Customs under section 138 TCGA 1992 in respect of such exchange,

16 13 provided that before the first such substitution or exchange shall become effective, the Company shall first enter into a guarantee in the form annexed as Schedule 3 if it is no longer to be the principal debtor. (C) In the event that any deduction or withholding, or additional deduction or withholding, is required to be made from any payment to a Noteholder which would not have been so required in the absence of a substitution pursuant to Clause 11(i) or an exchange pursuant to Clause 11(ii), then the relevant Substituted Company or New Company, as the case may be, shall pay such additional amount as will ensure that the total amount received by the relevant Noteholder is equal to the amount which that Noteholder would have received in the absence of such deduction or withholding, or such additional deduction or withholding. Compliance with the provisions of this Clause 11 will operate to (i) (ii) release the Original Debtor from all or any of its obligations under this Deed or any previous Substituted Deed and the Loan Notes save in respect of the guarantee contemplated by Clause 11, but without prejudice to any claims which have arisen prior to the date on which the substitution takes effect; and novate to the new Substituted Company all of the Original Debtor s rights and obligations under this Deed (or any Substituted Deed) and the Loan Notes, and all provisions of this Deed which operate by reference to matters or circumstances pertaining to the Original Debtor shall operate as if references to the Original Debtor were references to the new Substituted Company. (D) (E) (F) Not later than fourteen days after the execution of any Substituted Deed, the Original Debtor shall give notice of the substitution to the Noteholders. The non-receipt of notice by, or the accidental omission to give notice to, any Noteholder shall not invalidate any substitution pursuant to this Clause 11. The Original Debtor shall procure that the New Company gives notice of any exchange pursuant to Clause 11(ii), and to the extent applicable (subject to the surrender of existing Loan Note Certificates to the Original Debtor) issues a new Loan Note Certificate, to each Noteholder within 30 calendar days following the exchange. The non-receipt of notice by, or the accidental omission to give notice to, any Noteholder shall not invalidate any exchange pursuant to this Clause 11. Upon the execution of the Substituted Deed and compliance with the other provisions of this Clause 11, the Substituted Company will be deemed to be named in this Deed, on the Loan Notes and in the Conditions as the principal debtor in the place of the Original Debtor as provided in the Substituted Deed. The existing Loan Note Certificates held by the Noteholders (including the Conditions endorsed thereon) shall not be cancelled but shall remain valid in relation to the Substituted Company as aforesaid.

17 DEALINGS The Loan Notes are not capable of being dealt in on any stock exchange in the United Kingdom or elsewhere and no application has been or is intended to be made to any stock exchange for the Loan Notes to be listed or otherwise traded. 12. INSPECTION A copy of this Deed shall be kept at the registered office of the Company and any Noteholder and any person authorised by a Noteholder may at all reasonable times during office hours inspect it. 13. ENDORSEMENT A memorandum of execution of any deed supplemental to this Deed shall be endorsed by the Company on this Deed. 14. GOVERNING LAW AND JURISDICTION (C) This Deed and the Loan Notes, and any dispute or claim arising out of or in connection with the Deed and the Loan Notes or their subject matter (including any non-contractual obligations, disputes or claims arising in connection therewith) shall be governed by and construed in accordance with English law. The courts of England and Wales are to have exclusive jurisdiction to settle any dispute arising out of or in connection with this Deed or the Loan Notes. Any Substituted Company or New Company which is not a company incorporated in England and Wales shall at all times following execution of a Substituted Deed or following an exchange of the Loan Notes, as the case may be, maintain an agent for service of process and any other documents in proceedings in England.

18 15 IN WITNESS of which this document has been executed and delivered as a deed on the date which first appears on page 1 above. Executed as a deed by ) TOWRY HOLDINGS LIMITED ) acting by a director and its ) secretary/two directors ) Director Secretary/Director

19 16 SCHEDULE 1 PART 1 FORM OF LOAN NOTE CERTIFICATE Certificate No. Transfer number Date of registration Amount TOWRY HOLDINGS LIMITED (the Company ) (Incorporated under the Companies Act 2006 (as amended) and registered in England and Wales No ) UNSECURED LOAN NOTES DUE 2022 Issued in accordance with the Company s Memorandum and Articles of Association and created pursuant to a Resolution of the board of directors passed on [ ] THIS IS TO CERTIFY THAT the below-named (the Noteholder(s) ) is/are the registered holder(s) of the amount set out below of the Unsecured Loan Notes due 2022 (the Loan Notes ) constituted by a deed entered into by the Company on [ ] 2015 as amended and in force from time to time (the Deed ) and issued with the benefit of, and subject to, the provisions contained in such Deed and the Conditions endorsed hereon. Words and expressions defined in the Deed shall, unless the context requires otherwise, have the same meaning when used in this Loan Note Certificate. The Loan Notes are redeemable in accordance with Condition 2 of the Conditions. The Loan Notes are transferable only to Permitted Transferees in amounts or integral multiples of 100 in nominal amount (or an amount equal to the entire holding, whatever the amount). Save as otherwise provided in the Deed, this Loan Note Certificate must be surrendered before any transfer of the Loan Notes can be registered or any new Loan Note Certificate can be issued. This Loan Note Certificate is evidence of entitlement only. Title to the Loan Notes passes only on due registration on the Register and any payment due on the Loan Notes will be made only to the duly registered holder. Names of Noteholder(s) Amount of Notes (in nominal amount)

20 17 THE LOAN NOTES ARE NOT, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (AS AMENDED) OR UNDER THE APPLICABLE SECURITIES LAWS OF THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND OR JAPAN. THE LOAN NOTES MAY NOT BE OFFERED, SOLD OR DELIVERED IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND OR JAPAN. NO TRANSFER OF THE LOAN NOTES IN BREACH OF THIS RESTRICTION WILL BE REGISTERED BY OR ON BEHALF OF THE COMPANY. Schedule 2 to the Deed contains provisions relating to meetings of Noteholders. A copy of the Deed is available for inspection at the registered office of the Company at Towry House, Western Road, Bracknell RG12 1TL. Copies may be obtained by any Noteholder upon request and upon payment of a reasonable fee. This Loan Note is executed and delivered as a deed by TOWRY HOLDINGS LIMITED. Executed as a deed by ) TOWRY HOLDINGS LIMITED ) acting by a director and its ) secretary/two directors ) Director Secretary/Director

21 18 PART 2 THE CONDITIONS Words and expressions defined in the Deed shall bear the same meanings when used herein. 1. FORM AND STATUS The Loan Notes are issued in amounts or integral multiples of one pence in nominal amount and constitute unsecured and unsubordinated obligations of the Company. 2. REDEMPTION (C) The Loan Notes will be redeemed on the Redemption Date by payment of the Redemption Amount (subject to any deduction or withholding required by law in respect of any tax). Save as set out in Condition 4 and without prejudice to the Company's ability to redeem the Loan Notes pursuant to Condition 2(E), but notwithstanding any other provision of these Conditions, no amount shall be payable on redemption of the Loan Notes pursuant to Condition 2 above or pursuant to Clause 4 or otherwise unless and until all amounts outstanding under the Facility shall have been fully and finally discharged or the lenders of the Facility have consented otherwise in connection with a redemption as contemplated by Condition 2(D). The Redemption Amount shall increase from day to day from the issue date by an amount equal to notional interest thereon at the rate of 12 per cent. per annum, calculated on the basis of a 365 day year and compounded annually on each anniversary of the issue date, provided that: (i) (ii) with effect from (and including) the date falling three months after the issue date, the rate shall increase to 15 per cent. per annum; and with effect from (and including) the date falling six months after the issue date, the rate shall increase to 18 per cent. per annum. (D) (E) If the Redemption Date has not occurred by 1 January 2017, the Company will use commercially reasonable endeavours either to procure the occurrence of the events set out in paragraphs (i) or (ii) of the definition of Redemption Date or to promptly obtain the consent of the lenders under the Facility to the redemption of the Loan Notes and, if such consent is obtained, redeem the Loan Notes by payment of the Redemption Amount. Subject to compliance with its relevant obligations under the Facilities Agreement, the Company may at any time and from time to time, upon notice to the holders of the Loan Notes of not less than 7 days, redeem all or some of the Loan Notes (and if some, then pro rata from all holders) in full and without penalty, using the proceeds of a further issue of notes, debt or another method of fund-raising permitted under the Facilities

22 19 Agreement which is in any case subordinated to the lenders under the Facilities Agreement. (F) Every Noteholder, any of whose Loan Notes are due to be redeemed under any of the provisions hereof, shall, not later than the due date for such redemption, deliver up the relevant Loan Note Certificates to the Company or as the Company shall direct. Unless and until a Loan Note Certificate (or an indemnity in respect of the loss thereof in a form reasonably satisfactory to the Company) is delivered to the Company as aforesaid, the Company shall not be under any obligation to redeem such Loan Notes. 3. TAXES The Company shall be entitled to deduct or withhold from any payments in respect of the Loan Notes any present or future tax required by law to be deducted or withheld therefrom, and the Company shall promptly account to HM Revenue & Customs or other relevant tax authority for the amounts deducted or withheld. 4. UNDERTAKING If the Company pays any dividend or makes any other distribution before the Redemption Date it will pay to the Noteholders pro rata to the principal amount of Loan Notes held by them an amount in aggregate equal to the lower of (i) the aggregate amount of such dividend or other distribution, and (ii) the aggregate Redemption Amount of the Loan Notes (subject to any deduction or withholding required by law in respect of any tax). 5. REDEMPTION ON DEFAULT Any Noteholder shall be entitled by notice in writing to the Company to require the redemption of each Loan Note of which he is the holder (or any part, being 100 in nominal amount or an integral multiple thereof, or an amount equal to the entire holding, whatever the amount) upon the happening of any of the following events: (i) the Company breaches the undertaking given in Condition 4; (ii) (iii) an effective resolution being passed or an order being made for the winding up or dissolution of the Company or any directly analogous proceedings occurring in a relevant jurisdiction (other than (a) a voluntary winding-up for the purposes of amalgamation, reorganisation, merger, reconstruction or liquidation under, on in connection with, which a successor or successors undertake(s), or by operation of law will be bound by, the obligations of the Company under the Loan Notes; or (b) a members voluntary winding-up, in each case on terms previously approved by a Special Resolution); an encumbrancer taking possession of, or a trustee, receiver, administrator or similar officer being appointed or an administration order being made in respect of, the Company or the whole or substantially the whole of the property or undertaking of the Company or any directly analogous proceedings occurring in a

23 20 relevant jurisdiction and such person not being paid out or discharged within thirty (30) days; or (iv) if the Company proposes, makes or is subject to an arrangement or composition with its creditors generally, an application to a court of competent jurisdiction for protection from its creditors generally or a scheme of arrangement under Part 26 of the Companies Act 2006 (other than a scheme or arrangement for the purpose of a solvent voluntary reconstruction or amalgamation), whereupon the Redemption Amount of such Loan Notes shall forthwith become immediately payable (subject to any deduction or withholding required by law in respect of any tax). The Company shall as soon as practicable notify the Noteholders of the happening of any of the events specified in this Condition. 6. PURCHASE The Company may at any time by agreement with the relevant Noteholder purchase any Loan Notes at any price by tender, private treaty or otherwise. 7. CANCELLATION Any Loan Notes redeemed by the Company shall forthwith be cancelled and shall not be available for re-issue. 8. REGISTRATION AND TRANSFER The Loan Notes will be registered in amounts or integral multiples of one pence and will be transferable to Permitted Transferees only in amounts and integral multiples of 100 in nominal amount (or an amount equal to the entire holding of the relevant Noteholder, whatever the amount). The Loan Notes are not, and will not be, registered under the United States Securities Act of 1933 (as amended) nor under any of the relevant securities laws of any state, district or territory of any Restricted Jurisdiction. Accordingly, the Company may require reasonable evidence that a proposed transfer is exempt from or not subject to the registration or other requirement of any relevant legislation in any of those jurisdictions and in the absence of prior receipt of such evidence the Loan Notes may not be offered, sold, delivered or distributed, directly or indirectly, in or into or by the use of the mails or any means of instrumentality (including without limitation, facsimile transmission telex or telephone) of interstate or foreign commerce of, or any facilities of a national securities exchange of, any Restricted Jurisdiction nor to or for the benefit of any Restricted Overseas Person. No transfer of Loan Notes in breach of this restriction will be registered by the Company. 9. MODIFICATION OF RIGHTS The provisions of the Deed and the Conditions may from time to time be modified, abrogated or compromised in any respect by the Company and with the sanction of a Special Resolution.

24 21 Without prejudice to Condition 9 the Company may also, amend the provisions of the Deed without such sanction if such amendment is in the written opinion of the Financial Adviser of a formal, minor or technical nature or corrects a manifest error and no such amendment may be made which would be prejudicial to the interest of the Noteholders. Any opinion of the Financial Adviser in this regard shall be arrived at in its absolute discretion and no liability shall attach to it in respect thereof.

25 22 SCHEDULE 2 PROVISIONS FOR MEETINGS OF THE NOTEHOLDERS 1. CONVENING A MEETING The Directors may at any time and shall, upon a request in writing signed by the registered holders of not less than one-tenth in nominal value of the Loan Notes at the relevant time outstanding, convene a meeting of the Noteholders. A general meeting of the Noteholders called for the passing of a Special Resolution (as defined in paragraph 10 below) shall be called by at least twenty-one (21) clear days notice and all other general meetings shall be called by at least fourteen (14) clear days notice. The notice shall specify the place, the day and the time of the meeting and the general nature of the business to be transacted but, except in the case of a resolution to be proposed as a Special Resolution, it shall not be necessary to specify the terms of any resolutions to be proposed. Every such meeting shall be held at such time and place as the Directors may approve. Subject to the provisions of these Conditions, notices shall be given to all Noteholders, to all persons entitled to Loan Notes in consequence of the death or bankruptcy of a Noteholder, to the Directors and to the auditors of the Company. The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive it shall not invalidate the proceedings at the relevant meeting. 2. QUORUM (C) At any meeting convened for any purpose other than the passing of a Special Resolution persons (being at least two in number) holding or representing by proxy 25 per cent. in principal amount of the Loan Notes at the relevant time outstanding shall form a quorum. At any meeting convened for the purpose of passing a Special Resolution persons (being at least two in number) holding or representing by proxy in the aggregate a clear majority in principal amount of the Loan Notes at the relevant time outstanding shall form a quorum. No business (other than the choosing of a chairman) shall be transacted at any meeting unless the requisite quorum is present. If a quorum is not present within fifteen minutes (or such longer time as the chairman may decide to wait not exceeding one hour) after the time appointed for holding the meeting, or if during a meeting a quorum ceases to be present, the meeting shall stand adjourned to the same day in the next week at the same time and place, or to such other earlier or later day, time and place as the Directors may determine unless the meeting was convened upon the requisition of the Noteholders, in which case it shall be dissolved. At the adjourned meeting the Noteholders present in person or by proxy and entitled to vote shall, whatever the principal amount of Loan Notes held or represented by them, form a quorum and shall have power to pass any resolution (including a Special Resolution) and to decide upon all matters which could properly have been transacted at the meeting from which the adjournment took place. The chairman (if any) of the Directors, or in his absence the vice-chairman or in the absence of both of them some other director nominated by the Directors, shall preside as chairman of the meeting but if no such person is present within five minutes after the

26 23 time appointed for holding the meeting and willing to act, the Directors present shall elect one of their number present to be chairman and if there is only one Director present and willing to act he shall be chairman. If no Director is willing to act as chairman, or if no Director is present within five minutes after the time appointed for holding the meeting, the Noteholders present and entitled to vote shall choose one of their number to be chairman. 3. PERSONS ENTITLED TO ATTEND AND SPEAK A Director or the secretary of the Company and any other person authorised for that purpose by the Directors shall, notwithstanding that he is not a Noteholder, be entitled to attend and speak at any meeting of Noteholders. No other person may attend at any meeting of Noteholders unless he is a Noteholder, a proxy authorised by a Noteholder in accordance with paragraph 8 of these provisions or a representative appointed in accordance with paragraph 9 of these provisions. 4. ADJOURNMENT The chairman may with the consent of a meeting at which a quorum is present, and shall if so directed by the meeting, adjourn the meeting from time to time and from place to place but no business shall be transacted at an adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for fourteen days or more, at least seven clear days notice shall be given specifying the time and place of the adjourned meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary to give notice of an adjourned meeting. 5. PASSING OF RESOLUTIONS A resolution put to the vote of a meeting shall be decided by a poll. To be effective, a resolution other than a Special Resolution must be passed at a meeting of the Noteholders duly convened and held in accordance with the provisions herein contained by persons holding or representing by proxy a clear majority in principal amount of the Loan Notes represented in person or by proxy at the meeting. 6. POLLS A poll shall be taken in such manner and either at once or after such adjournment as the chairman may direct (not being more than thirty days after the poll was due) and the result of such poll shall be deemed to be the relevant resolution of the meeting at which the poll was due. Any poll demanded at any meeting on the election of a chairman or on any question of adjournment shall be taken at the meeting without adjournment. A poll shall be taken as the chairman may direct and he may appoint scrutineers (who need not be Noteholders) and fix a time, date and place for declaring the result of the poll. The result of the poll shall be deemed to be the relevant resolution of the meeting at which the poll was due.

27 24 7. VOTES (C) (D) On a poll every Noteholder present in person or by proxy shall have one vote for every 5 pence in nominal amount of Loan Notes of which he is the holder. In the case of joint holders the vote of the senior who tenders a vote shall be accepted to the exclusion of the votes of the other joint holders and seniority shall be determined by the order in which the names of the holders stand in the register of members. No objection shall be raised to the qualification of any voter or to the counting of, or failure to count, any vote except at the meeting or adjourned meeting at which the vote objected to is tendered. Subject to any objection made in due time, every vote counted and not disallowed at the meeting shall be valid and every vote disallowed or not counted shall be invalid. Any objection made in due time shall be referred to the chairman whose decision shall be final and conclusive. Without prejudice to the obligations of any proxy named in any block voting instruction, a Noteholder entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses the same way. 8. PROXIES (C) A proxy need not be a Noteholder. A deed appointing a proxy shall be in writing in any usual form or in any other form which the Directors may approve and shall be executed by or on behalf of the appointor. A corporation may execute a form of proxy either under its common seal or under the hand of a duly authorised officer, attorney or other person who has been authorised by the corporation to execute it. A Noteholder may appoint more than one proxy to attend on the same occasion provided that if he does so, he shall specify the number of Loan Notes in respect of which each proxy is entitled to exercise the related votes and shall ensure that no proxy is appointed to exercise any of the votes which any other proxy has been appointed by that Noteholder to exercise. Deposit of a deed of proxy shall not preclude a Noteholder from attending and voting at the meeting or at any adjournment of it. The form of proxy and any authority under which it is executed or a copy of the authority certified notarially or in some other way approved by the Directors shall: (i) (ii) be deposited at the Company s registered office or at such other place in the United Kingdom as is specified in the notice convening the meeting or in any form of proxy sent out by the Company in relation to the meeting, not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the form of proxy proposes to vote; in the case of a poll taken more than 24 hours after it was demanded, be deposited as aforesaid after the poll has been demanded and not less than 24 hours before the time appointed for taking the poll; or