Alliance Automotive Finance plc 70,000, % Senior Secured Notes due 2021

Transcription

1 Listing Particulars Not for general distribution in the United States Alliance Automotive Finance plc 70,000, % Senior Secured Notes due 2021 Alliance Automotive Finance plc (formerly Alize Finco plc), a public limited company organized under the laws of England and Wales (the Issuer ), is offering 70,000,000 aggregate principal amount of its 6.25% Senior Secured Notes due 2021 (the Notes ). The Notes will be issued as additional notes under the indenture entered into by the Issuer, among others, dated November 19, 2014 (the Indenture ), pursuant to which the Issuer issued 225,000,000 aggregate principal amount of 6.25% Senior Secured Notes due 2021 (the Original Fixed Rate Notes ) and a further 65,000,000 aggregate principal amount of 6.25% Senior Secured Notes due 2021 (the Additional Fixed Rate Notes and, together with the Original Fixed Rate Notes and the Notes, the Fixed Rate Notes ) and 100,000,000 aggregate principal amount of Floating Rate Senior Secured Notes due 2021 (the Floating Rate Notes and, together with the Original Fixed Rate Notes, the Original Notes ). Except as noted herein with respect to the Notes sold in reliance on Regulation S (which have initially been issued bearing temporary ISINs (as defined herein) and temporary common codes), the Notes have the same ISINs and common codes as, and have become fungible with, the Original Fixed Rate Notes and the Additional Fixed Rate Notes immediately upon issuance. See Description of the Notes Transfer and Exchange. The Notes have substantially the same terms as those of the Original Fixed Rate Notes and the Additional Fixed Rate Notes. The Notes, the Original Fixed Rate Notes and the Additional Fixed Rate Notes form a single series under the Indenture. The Notes will be treated as a single class together with the Original Notes and the Additional Fixed Rate Notes for all purposes of the Indenture, including with respect to waivers, amendments, redemptions and offers to purchase, except as otherwise specified in the Indenture. The Notes will bear interest at a rate of 6.25% and will mature on December 1, Interest on the Notes will accrue from December 1, 2015 and will be payable semi-annually in arrears on each June 1 and December 1, commencing on June 1, On or after November 19, 2017, the Issuer will be entitled at its option to redeem all or a portion of the Notes, at any time or from time to time, at the redemption prices set forth in these listing particulars. Prior to November 19, 2017, the Issuer will be entitled at its option to redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes plus a make whole premium. In addition, at any time prior to November 19, 2017, the Issuer may redeem at its option up to 40% of the aggregate principal amount of the Fixed Rate Notes with the net cash proceeds from certain equity offerings at the redemption price set forth in these listing particulars. The Issuer may redeem all, but not less than all, of the Notes upon the occurrence of certain changes in applicable tax law. Upon the occurrence of certain events constituting a change of control, the Issuer may be required to make an offer to repurchase the Notes at 101% of the principal amount redeemed, plus accrued and unpaid interest, if any. The Notes will be senior obligations of the Issuer and will be guaranteed on a senior secured basis (collectively, the Note Guarantees and each, a Note Guarantee ) by Alliance Automotive Holding Limited (formerly Alize Midco Limited) ( Parent ) and certain of its subsidiaries (collectively, the Guarantors, and each a Guarantor ). The Guarantors are wholly-owned by the Parent. The Notes and the Note Guarantees will be secured on a first-ranking basis by security interests granted over certain assets that also secure our obligations under the Original Notes and the Additional Fixed Rate Notes, the guarantees thereof, the Revolving Credit Facility Agreement (as defined herein), and certain hedging obligations (collectively, the Notes Collateral ), in each case, subject to the operation of the Agreed Security Principles (as defined herein) and as more fully described in these listing particulars. Under the terms of the Intercreditor Agreement (as defined herein), lenders under the Revolving Credit Facility, counterparties to certain hedging obligations and holders of certain other indebtedness will receive proceeds from the enforcement of the Notes Collateral in priority to the holders of the Notes. See The Offering Security. These listing particulars include information on the terms of the Notes and the Note Guarantees, including redemption and repurchase prices, security, covenants, events of default, intercreditor relationships and transfer restrictions. The Original Notes and the Additional Fixed Rate Notes have been admitted to the Official List of the Irish Stock Exchange and admitted to trading on its Global Exchange Market. Currently, there is no public market for the Notes. Application has been made for listing particulars to be approved by the Irish Stock Exchange and for the Notes to be admitted to the Official List of the Irish Stock Exchange and admitted to trading on its Global Exchange Market. This document has been approved as listing particulars by the Irish Stock Exchange. The Global Exchange Market is not a regulated market pursuant to the provisions of Directive 2004/39/EC. There is no assurance that the Notes will be, or will remain, listed and admitted to trading on the Global Exchange Market. The Notes will be represented by one or more global notes, which will be delivered through Euroclear SA/NV ( Euroclear ) and Clearstream Banking, société anonyme ( Clearstream ), on February 9, 2016 (the Issue Date ). See Book-Entry; Delivery and Form. Investing in the Notes involves a high degree of risk. See Risk Factors beginning on page 26. Price for the Notes: % plus accrued interest, if any, from December 1, 2015 The Notes and the Note Guarantees have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the U.S. Securities Act ), or the securities laws of any other jurisdiction. The Notes and the Note Guarantees may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except to qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A under the U.S. Securities Act ( Rule 144A ) and to certain persons in offshore transactions in reliance on Regulation S under the U.S. Securities Act ( Regulation S ). You are hereby notified that sellers of the Notes may be relying on the exemption from the provisions of Section 5 of the U.S. Securities Act provided by Rule 144A. See Transfer Restrictions and Plan of Distribution for additional information about eligible offerees and transfer restrictions. Credit Suisse Joint Global Coordinators and Bookrunning Managers Joint Bookrunner The Royal Bank of Scotland The date of these listing particulars is March 24, UBS Investment Bank

2 TABLE OF CONTENTS In making your investment decision, you should rely only on the information contained in these listing particulars. Neither the Issuer nor any of the Initial Purchasers (as defined herein) have authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. You should assume that the information appearing in these listing particulars is accurate as of the date on the front cover of these listing particulars only. Neither the delivery of these listing particulars nor any sale made hereunder shall under any circumstances imply that the information herein is correct as of any date subsequent to the date on the front cover of these listing particulars. Page Notice to Investors... ii Presentation of Financial and Other Data... vii Currency Presentation... xii Exchange Rate and Currency Information... xiii Certain Definitions... xiv Information Regarding Forward-Looking Statements... xvii Summary...1 Corporate Structure and Certain Financing Arrangements...11 The Offering...13 Summary Historical Consolidated Financial and Other Data...20 Risk Factors...26 Use of Proceeds...59 Capitalization...60 Selected Historical Financial Information...62 Management s Discussion and Analysis of Financial Condition and Results of Operations...64 Industry...98 Business Regulation Management Principal Shareholder Page Certain Relationships and Related Party Transactions Description of Certain Financing Arrangements Description of the Notes Book-Entry; Delivery and Form Certain Tax Considerations Certain ERISA Considerations Limitations on Validity and Enforceability of the Note Guarantees and the Security Interests and Certain Insolvency Law Considerations Plan of Distribution Transfer Restrictions Available Information Independent Auditors Legal Matters Enforceability of Civil Liabilities Listing and General Information Annex A: Summary of Certain Differences between French GAAP and IFRS... A-1 Unaudited Condensed Pro Forma Financial Information...P-1 Index to Financial Statements...F-1 i

3 NOTICE TO INVESTORS These listing particulars are personal to each offeree and do not constitute an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such offer or solicitation. No action has been, or will be, taken to permit a public offering in any jurisdiction where action would be required for that purpose. Accordingly, the Notes may not be offered or sold, directly or indirectly, nor may these listing particulars be distributed, in any jurisdiction except in accordance with the legal requirements applicable in such jurisdiction. You must comply with all laws applicable in any jurisdiction in which you buy, offer or sell any Notes or possess or distribute these listing particulars, and you must obtain all applicable consents and approvals. Neither we nor the Initial Purchasers shall have any responsibility for any of the foregoing legal requirements. See Transfer Restrictions. Neither we, the Initial Purchasers, nor any of our or their respective representatives, the Trustee (as defined herein) nor any agent named herein are making any representation to you regarding the legality of an investment in the Notes, nor should you construe anything in these listing particulars as legal, business, tax or other advice. You should consult your own advisors as to the legal, tax, business, financial and related aspects of an investment in the Notes. In making an investment decision regarding any of the Notes, you must rely on your own examination of our business and the terms of the Offering, including the merits and risks involved. By accepting delivery of these listing particulars, you agree to the foregoing restrictions, to make no photocopies of these listing particulars or any documents referred to herein and not to use any information herein for any purpose other than considering an investment in the Notes. These listing particulars are based on information provided by the Issuer, AAG and other sources that the Issuer believes to be reliable. No representation or warranty, express or implied, is made by the Initial Purchasers or their respective directors, affiliates, advisors and agents as to the accuracy or completeness of any of the information set out in these listing particulars, and nothing contained in these listing particulars is, or shall be relied upon as, a promise or representation by the Initial Purchasers or their respective directors, affiliates, advisors and agents, whether as to the past or the future. Each prospective investor, by receiving these listing particulars, acknowledges that they have not relied on the Initial Purchasers or the Initial Purchasers respective directors, affiliates, advisors and agents in connection with their investigation of the accuracy of this information or their decision whether to invest in the Notes. The Issuer accepts responsibility for the information contained in these listing particulars. To the best of the Issuer s knowledge and belief, having taken all reasonable care to ensure that such is the case, the information contained in these listing particulars is in accordance with the facts and does not omit anything that is likely to affect the import of such information. However, the information set forth under the sections entitled Exchange Rate and Currency Information, Summary, Management s Discussion and Analysis of Financial Condition and Results of Operations, Industry and Business includes extracts from information and data, including industry and market data, released by publicly available sources in Europe and elsewhere. This information has been accurately reproduced and, as far as the Issuer is aware and has been able to ascertain from information published by those sources, no facts have been omitted which would render the reproduced information inaccurate or misleading. While the Issuer accepts responsibility for the accurate extraction and summarization of such third party information and data, it has not independently verified the accuracy of such third party information and data and accepts no further responsibility in respect thereof. In addition, these listing particulars contain summaries, believed to be accurate, of some terms of specific documents, but reference is made to the actual documents, copies of which will be made available upon request for a more complete understanding. All such summaries are qualified in their entirety by such reference. However, as far as the Issuer is aware, no information or data has been omitted which would render reproduced information inaccurate or misleading. See Available Information. The information contained in these listing particulars is correct as of the date on the front cover of hereof. Neither the delivery of these listing particulars at any time after the date of publication nor any subsequent commitment to purchase the Notes shall, under any circumstances, create an implication that there has been no change in the information set forth in these listing particulars or in the Issuer s or AAG s business since the date on the front cover of these listing particulars. References to any website contained herein do not form part of these listing particulars. The information set out in those sections of these listing particulars describing clearing and settlement arrangements, including the section entitled Book-Entry; Delivery and Form, is subject to any change in or ii

4 reinterpretation of the rules, regulations and procedures of Euroclear or Clearstream currently in effect. While we accept responsibility for accurately summarizing the information concerning Euroclear and Clearstream, we accept no further responsibility in respect of such information. The Notes will be available initially only in book-entry form. The Notes were issued in the form of global notes, which were deposited with, or on behalf of, a common depositary for the accounts of Euroclear and Clearstream. Beneficial interests in the global notes will be shown on, and transfers of beneficial interests in the global notes will be effected only through, records maintained by Euroclear and Clearstream, and their respective participants, as applicable. See Book-Entry; Delivery and Form. The Notes are subject to restrictions on purchase, transferability and resale, which are described under the section entitled Transfer Restrictions. By possessing these listing particulars or purchasing any Note, you will be deemed to have represented and agreed to all of the provisions contained in that section of these listing particulars. You should be aware that you may be required to bear the financial risks of your investment for a long period of time. The Initial Purchasers and certain of their related entities may acquire, for their own accounts, a portion of the Notes. The Issuer has applied for listing particulars to be approved by the Irish Stock Exchange and for the Notes to be admitted to the Official List of the Irish Stock Exchange and admitted to trading on its Global Exchange Market. STABILIZATION IN CONNECTION WITH THE OFFERINGS, CREDIT SUISSE SECURITIES (EUROPE) LIMITED (THE STABILIZATION MANAGER ) (OR ANY PERSON(S) ACTING ON BEHALF OF THE STABILIZATION MANAGER), MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE CAN BE NO ASSURANCES THAT THE STABILIZATION MANAGER (OR ANY PERSON(S) ACTING ON BEHALF OF THE STABILIZATION MANAGER) WILL UNDERTAKE ANY SUCH STABILIZATION ACTION. SUCH STABILIZATION ACTION, IF COMMENCED, MAY BEGIN ON OR AFTER THE DATE OF ADEQUATE PUBLIC DISCLOSURE OF THE FINAL TERMS OF THE OFFERINGS IS MADE AND MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 CALENDAR DAYS AFTER THE ISSUE DATE OF THE NOTES AND 60 CALENDAR DAYS AFTER THE DATE OF ALLOTMENT OF THE NOTES. ANY STABILIZATION ACTION OR OVER ALLOTMENT MUST BE CONDUCTED BY THE STABILIZATION MANAGER (OR ANY PERSON(S) ACTING ON BEHALF OF THE STABILIZATION MANAGER) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES. NOTICE TO INVESTORS IN THE UNITED STATES The Offering is being made in the United States in reliance upon an exemption from registration under the Securities Act for an offer and sale of the Notes which does not involve a public offering. In making your purchase, you will be deemed to have made certain acknowledgments, representations and agreements. See Transfer Restrictions. These listing particulars are being provided (i) to a limited number of United States investors that the Issuer reasonably believes to be qualified institutional buyers under Rule 144A for informational use solely in connection with their consideration of the purchase of the relevant Notes and (ii) to investors outside the United States who are not U.S. persons in connection with offshore transactions complying with Rule 903 or Rule 904 of Regulation S. The Notes and the Note Guarantees have not been registered with, recommended by or approved by the U.S. Securities and Exchange Commission ( SEC ), any state securities commission in the United States or any other securities commission or regulatory authority in the United States, nor has the SEC or any such securities commission or regulatory authority received or passed upon the accuracy or adequacy of these listing particulars. Any representation to the contrary is a criminal offense in the United States. iii

5 Prospective purchasers are hereby notified that the seller of any Note may be relying on the exemption from the provisions of Section 5 of the U.S. Securities Act provided by Rule 144A. For a description of certain further restrictions on resale or transfer of the Notes, see Transfer Restrictions. European Economic Area NOTICE TO CERTAIN EUROPEAN ECONOMIC AREA INVESTORS These listing particulars have been prepared on the basis that all offers of the Notes will be made pursuant to an exemption under Article 3 of Directive 2003/71/EC (the Prospectus Directive ), as implemented in member states ( Member States ) of the European Economic Area (the EEA ), from the requirement to produce a prospectus for offers of the Notes. Accordingly, any person making or intending to make any offer of the Notes within the EEA should only do so in circumstances in which no obligation arises for us, the Issuer or any of the Initial Purchasers to produce a prospectus for such offer. Neither we, nor the Issuer nor the Initial Purchasers have authorized, nor do they authorize, the making of any offer of Notes through any financial intermediary, other than offers made by the Initial Purchasers, which constitute the final placement of the Notes contemplated in these listing particulars. In relation to each Member State of the EEA that has implemented the Prospectus Directive (each, a Relevant Member State ), the offer to the public of any Notes which is the subject of the Offering contemplated by these listing particulars is not being made and will not be made in that Relevant Member State other than: (a) to any legal entity that is a qualified investor as defined in the Prospectus Directive (which refers to the definition of professional investors set forth in Directive 2004/39/EC, the Markets in Financial Instruments Directive or MiFID ); (b) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the relevant Initial Purchaser or Initial Purchasers nominated by the Issuer for any such offer; or (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of the Notes shall require us or the Initial Purchasers to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of this provision, the expression an offer to the public in relation to the Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the expression Prospectus Directive means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State and the expression 2010 PD Amending Directive means Directive 2010/73/EU. Each subscriber for, or purchaser of, the Notes in the Offering located within a Member State of the EEA will be deemed to have represented, acknowledged and agreed that it is a qualified investor. We and the Initial Purchasers and their respective affiliates and others will rely upon the trust and accuracy of the foregoing representation, acknowledgement and agreement. United Kingdom These listing particulars are for distribution only to, and is directed solely at, persons who (i) are outside the United Kingdom, (ii) are investment professionals, as such term is defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the Financial Promotion Order ), (iii) are persons falling within Articles 49(2)(a) to (d) of the Financial Promotion Order or (iv) are persons to whom an invitation or inducement to engage in investment banking activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the FSMA )) in connection with the issue or sale of any Notes may otherwise be lawfully communicated or caused to be communicated (all such iv

6 persons together being referred to as relevant persons ). These listing particulars are directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which these listing particulars relate is available only to relevant persons and will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on these listing particulars or any of its contents. France These listing particulars have not been prepared and are not being distributed in the context of a public offering of financial securities in France within the meaning of Article L of the French Code monétaire et financier and Title I of Book II of the Règlement Général of the Autorité des marchés financiers. The Notes have not been and will not be, directly or indirectly, offered or sold to the public in the Republic of France (offre au public de titres financiers), and neither these listing particulars nor any offering or marketing materials relating to the Notes must be made available (or caused to be made available) or distributed (or caused to be distributed) in any way that would constitute, directly or indirectly, an offer to the public in the Republic of France. The Notes may only be offered or sold in the Republic of France pursuant to Article L of the French Code monétaire et financier to (i) persons providing investment services relating to portfolio management for the account of third parties (personnes fournissant le service d investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) acting for their own account, all as defined in and in accordance with Articles L.411-1, L.411-2, D.411-1, D.744-1, D and D of the French Code monétaire et financier, except that qualified investors shall not include individuals. Prospective investors are informed that: (i) (ii) (iii) these listing particulars have not been and will not be submitted for prior approval to the French financial market authority (Autorité des marchés financiers); entities referred to in Article L of the French Code monétaire et financier may only participate in the Offering for their own account, as provided under Articles D.411-1, D.744-1, D and D of the French Code monétaire et financier; and the direct and indirect distribution or sale to the public of the Notes acquired by them may only be made in compliance with Articles L.411-1, L.411-2, L and L to L of the French Code monétaire et financier. Germany In the Federal Republic of Germany, the Notes may only be offered and sold in accordance with the provisions of the German Securities Prospectus Act (the Securities Prospectus Act, Wertpapierprospektgesetz, WpPG) and any other applicable German law. No application has been made under German law to offer the Notes to the public in or out of the Federal Republic of Germany. The Notes are not registered or authorized for distribution under the German Securities Prospectus Act and accordingly may not be, and are not being, offered or advertised publicly or by public promotion. These listing particulars are strictly for private use and the offer is only being made to recipients to whom these listing particulars are personally addressed and do not constitute an offer or advertisement to the public. In Germany, the Notes will only be available to, and these listing particulars and any other offering material in relation to the Notes are directed only at, persons who are qualified investors (qualifizierte Anleger) within the meaning of Section 2 No. 6 of the German Securities Prospectus Act or who are subject of another exemption in accordance with Section 3 para. 2 of the Securities Prospectus Act. Any resale of the Notes in Germany may only be made in accordance with the Securities Prospectus Act and other applicable laws. The Netherlands For selling restrictions in respect of the Netherlands, see Notice to Certain European Economic Area Investors European Economic Area above and in addition: Each Initial Purchaser has represented and agreed that it will not make an offer of the Notes which are the subject of the offering contemplated by these listing particulars to the public in the Netherlands in reliance v

7 on Article 3(2) of the Prospectus Directive unless such offer is made exclusively to legal entities which are qualified investors (as defined in the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht, the NLFMSA )) in the Netherlands. For the purposes of this provision, the expressions (i) an offer to the public in relation to any Notes in the Netherlands; and (ii) Prospectus Directive, have the meaning given to them above in the paragraph headed Notice to Certain European Economic Area Investors European Economic Area. Luxembourg These listing particulars have not been approved by and will not be submitted for approval to (i) the Commission de Surveillance du Secteur Financier of the Grand Duchy of Luxembourg ( Luxembourg ) for the purposes of a public offering or sale, in Luxembourg, of the Notes or admission to the official list of the Luxembourg Stock Exchange ( LxSE ) and trading on the LxSE s regulated market of the Notes or to (ii) the LxSE for the purposes of admitting the Notes to the official list of the LxSE and trading on the LxSE s Euro MTF market. Accordingly, the Notes may not be offered or sold to the public in Luxembourg, directly or indirectly, or listed or traded on the LxSE s regulated market or the LxSE s Euro MTF market, and neither these listing particulars nor any other circular, prospectus, form of application, advertisement or other material may be distributed, or otherwise made available in or from, or published in, Luxembourg except in circumstances which do not constitute a public offer of securities to the public, subject to prospectus requirements, in accordance with the applicable Luxembourg law of July 10, 2005 on prospectuses for securities, as amended. THESE LISTING PARTICULARS CONTAIN IMPORTANT INFORMATION WHICH YOU SHOULD READ BEFORE YOU MAKE ANY DECISION WITH RESPECT TO AN INVESTMENT IN THE NOTES. vi

8 PRESENTATION OF FINANCIAL AND OTHER DATA Financial Data Each of the Parent, Alliance Automotive Investment and the Issuer, respectively, were formed for the purpose of facilitating the Acquisition. The Parent is the holding company for the Group and has no revenuegenerating operations or operating assets of its own, other than the ownership of the share capital of its direct subsidiaries Alliance Automotive Investment and the Issuer. On the Completion Date (as defined herein), Alliance Automotive Investment acquired indirectly the entire share capital of AAG. Prior to the Completion Date, the Parent, Alliance Automotive Investment and the Issuer had no material assets or liabilities other than in respect of the issuance of the Original Notes and did not engage in any activities other than those related to the Acquisition. The consolidated financial data included in these listing particulars reflects financial data of all subsidiaries of AAG, including the Guarantor and non-guarantor subsidiaries of AAG. The Parent, Alliance Automotive Investment, the Issuer, Poinsetia and Luxco have not produced separate stand-alone or consolidated financial statements as of the date of these listing particulars. As of the date of these listing particulars, Parent is the direct parent company of Alliance Automotive Investment and the indirect holding company of AAG. As a result, we have included and discussed in these listing particulars the audited consolidated financial information of AAG for the years ended December 31, 2012, 2013 and Both Parent and Alliance Automotive Investment are holding companies with no independent business operations or significant assets other than investments in AAG and were formed for the purpose of facilitating the Acquisition and the issuance of the Original Notes. The material differences between the Parent s results of operations and AAG s historical consolidated financial information relate to (i) the indebtedness and interest expense incurred in connection with the Original Notes issued as part of the Acquisition and the Additional Fixed Rate Notes issued on May 13, 2015, compared to the outstanding indebtedness and interest expense of AAG and (ii) the impact of the purchase price allocation performed in connection with the Acquisition (including adjustments to goodwill). As a result, the Parent s results of operations and the historical results of operations for AAG, respectively, are not directly comparable. See the consolidated financial statements of AAG and the notes thereto included elsewhere in these listing particulars for further information. Unless otherwise indicated, the financial information presented in these listing particulars is the historical consolidated financial information of AAG (previously Financière Poinsetia S.A.S. ( Financière Poinsetia )), comprising: the unaudited interim consolidated financial statements of AAG as of and for the nine months ended September 30, 2015, prepared in accordance with the recommendation CNC 99-R-01 applicable to interim financial statements, reviewed by Deloitte & Associés, Cofigex and Ernst & Young et Autres, which includes comparative information as of and for the nine months ended September 30, 2014 and the auditors report thereto; an English language convenience translation of the consolidated financial statements of AAG as of and for the year ended December 31, 2014, prepared in accordance with French GAAP, audited by Deloitte & Associés, Cofigex and Ernst & Young et Autres, and the auditors report thereto; an English language convenience translation of the consolidated financial statements of AAG as of and for the year ended December 31, 2013, prepared in accordance with French GAAP, audited by Deloitte & Associés and Cofigex, and the auditors report thereto; an English language convenience translation of the consolidated financial statements of Financière Poinsetia as of and for the year ended December 31, 2012, prepared in accordance with French GAAP, audited by Deloitte & Associés and Cofigex, and the auditors report thereto; and the pro forma unaudited condensed consolidated financial information of AAG for the year ended December 31, 2013, which has been prepared in accordance with the basis of preparation set out in vii

9 Unaudited Condensed Pro Forma Financial Information and which is not intended to comply with the requirements of Regulation S-X of the U.S. Securities Act. Our audited consolidated financial information as of and for the year ended December 31, 2012 is presented for Financière Poinsetia and its consolidated subsidiaries. Financière Poinsetia was renamed as AAG in July On November 26, 2013, the shares of Financière Alliance Industrie S.A.S. ( FAI ) were contributed in kind to AAG (the FAI Reorganization ). As a result, financial statements prepared by AAG as of and for the nine months ended September 30, 2014 and 2015 and the years ended December 31, 2013 and 2014 may differ and may not be directly comparable to the financial statements presented for Financière Poinsetia. The financial information presented as of and for the year ended December 31, 2012 does not materially differ from the information that AAG would present on a pro forma basis including FAI, given the limited impact of FAI on our results of operations. The financial information presented herein for the twelve months ended September 30, 2015 is derived by adding the unaudited interim consolidated financial information of AAG for the nine months ended September 30, 2015 to the audited consolidated financial information of AAG for the year ended December 31, 2014 and subtracting the unaudited interim consolidated financial information of AAG for the nine months ended September 30, The summary financial information of AAG for the twelve months ended September 30, 2015 presented herein is not required by or presented in accordance with IFRS or French GAAP. It has been prepared for illustrative purposes only and is not necessarily representative of our results for any future period. Unless otherwise indicated, the financial results and information presented in the Management s Discussion and Analysis of Financial Condition and Results of Operations section in these listing particulars and elsewhere in these listing particulars is the historical consolidated financial information of AAG, and not that of the Issuer. The consolidated financial statements of AAG and Financière Poinsetia are prepared on the basis of a financial period ending on December 31 of each year, and are presented in Euro. The consolidated financial statements of AAG and Financière Poinsetia as of and for the years ended December 31, 2012, 2013 and 2014, have been prepared in accordance with generally accepted accounting principles in France ( French GAAP ). International Financial Reporting Standards ( IFRS ), as adopted by the European Union, differs in significant respects from French GAAP. The primary differences, as they relate to us, include: (i) (ii) (iii) (iv) (v) (vi) (vii) certain differences impacting AAG s net revenue presentation, in relation to the accounting of our direct sales, as well as certain differences impacting AAG s operating result in the accounting of the CVAE (cotisation sur la valeur ajoutée des entreprises); expensing costs related to business combinations as we incur them under IFRS in lieu of capitalizing them under French GAAP; the absence of amortization of goodwill under IFRS in lieu of amortizing goodwill over a period to be determined by the company (10 years and 20 years for acquisition of entities with sales revenue of less than 50.0 million and entities with sales revenue of more than 50.0 million, respectively, in our case) under French GAAP; recognizing and measuring derivatives at fair value through profit or loss (with the option to qualify certain instruments in a cash-flow hedge relationship, allowing to recognize the effective portion of their gains and losses in other comprehensive income); recording marketable securities at fair value under IFRS, in lieu of recording them at their acquisition price under French GAAP; deducting debt issuance costs amortized using the effective interest method from the debt to which they relate under IFRS in lieu of capitalizing such issuance costs as deferred costs under French GAAP; applying a split accounting of convertible bonds instruments, as it includes both an equity component and a liability component in lieu of booking them as a financial liability (at cost) under French GAAP; viii

10 (viii) recognizing actuarial gains and losses with respect to long-term defined employee benefits in other comprehensive income in lieu of recognizing them as profit or loss under French GAAP; and (ix) consolidating joint ventures using the equity method (IFRS 11, effective as of January 1, 2014) in lieu of using the proportionate consolidation method under French GAAP. See Annex A: Summary of Certain Differences between French GAAP and IFRS for a description of the differences and other material differences between French GAAP and IFRS directly impacting AAG and its subsidiaries. The items presented in Annex A: Summary of Certain Differences between French GAAP and IFRS summarize certain differences identified between French GAAP and IFRS, which are limited to differences which may have a potential impact on our consolidated net result and shareholders equity for the period presented. We have not performed a complete and detailed analysis of the impact of IFRS on the presentation of our income statement. However, we have identified certain differences impacting the net revenue presentation and our operating result. See Annex A: Summary of Certain Differences between French GAAP and IFRS for more information. The preparation of financial statements in conformity with French GAAP requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant, are disclosed in the financial statements included elsewhere in these listing particulars. See also Management s Discussion and Analysis of Financial Condition and Results of Operations Critical accounting policies. We may in the future decide to adopt a different presentation for our financial statements or prepare and present financial statements for the Issuer and its consolidated subsidiaries or another entity in the Group. As a result, financial statements prepared for future periods may not be comparable to the historical financial information presented in these listing particulars Unaudited Condensed Pro Forma Financial Information We have included in these listing particulars an unaudited condensed pro forma consolidated income statement of AAG for the year ended December 31, 2013, for the purpose of presenting the effects of (i) the FAI Reorganization, (ii) the acquisition of Précisium Groupe S.A.S. ( Precisium Group ) on April 10, 2013 (the Precisium Acquisition ) by FAI and (iii) the acquisition of TPA Acquisition S.A.S. ( TPA Group ) on July 4, 2013 by AAF (the TPA Acquisition and, together with the FAI Reorganisation and the Precisium Acquisition, the 2013 Business Combinations ), adjusted as if the 2013 Business Combinations had occurred on January 1, The unaudited condensed pro forma consolidated financial information is derived from combining: the audited consolidated income statement included in AAG s consolidated financial statements for the year ended December 31, 2013; the consolidated income statement of FAI, adjusted as if the FAI Reorganization had occurred on January 1, 2013; the consolidated income statement of the Precisium Group, adjusted as if the Precisium Acquisition had occurred on January 1, 2013; the consolidated income statement of the TPA Group, adjusted as if the TPA Acquisition had occurred on January 1, 2013; and certain other intercompany eliminations related to the 2013 Business Combinations. The unaudited condensed pro forma consolidated income statements of AAG for the year ended December 31, 2013 have been prepared in accordance with the basis of preparation set out in Unaudited ix

11 Condensed Pro Forma Financial Information and are not intended to comply with the requirements of Regulation S-X of the U.S. Securities Act. The unaudited condensed pro forma 2013 financial information of AAG for the year ended December 31, 2013 is for informational purposes only and is not intended to represent or to be indicative of the consolidated results of operations or financial position of AAG had the 2013 Business Combinations occurred on January 1, The actual historical results may differ significantly from those reflected in the unaudited condensed pro forma 2013 financial information of AAG for the year ended December 31, 2013 for a number of reasons, including, but not limited to, differences between the assumptions used to prepare the unaudited condensed pro forma financial information and actual amounts. As a result, the unaudited condensed pro forma 2013 financial information of AAG does not purport to be indicative of what the financial condition or results of operations. For more information, see Unaudited Condensed Pro Forma Financial Information. Adjusted Financial Data We have included in these listing particulars certain unaudited adjusted financial data of the Parent on an as adjusted basis to give effect to (i) the Notes issued on the Issue Date and the application of the net proceeds therefrom as described in Use of Proceeds and (ii) the acquisition of Coler as if it had occurred on September 30, 2015, in the case of balance sheet data, or October 1, 2014, in the case of income statement data. Non-GAAP and Other Financial Measures These listing particulars contain non-gaap measures and ratios, including EBITDA, Adjusted EBITDA, EBITDA margin, Adjusted EBITDA margin, cash flow conversion, revenue by geography, net assets, net financial debt and leverage and coverage ratios that are not required by, or presented in accordance with, French GAAP or IFRS. We present non-gaap measures because we believe that they and similar measures are widely used by certain investors, securities analysts and other interested parties as supplemental measures of performance and liquidity. The non-gaap measures may not be comparable to similarly titled measures of other companies, have limitations as analytical tools and should not be considered in isolation or as a substitute for an analysis of our operating result as reported under French GAAP or IFRS. Non-GAAP measures and ratios such as EBITDA, Adjusted EBITDA, EBITDA margin, Adjusted EBITDA margin, cash flow conversion, revenue by geography, net assets, net financial debt and leverage and coverage ratios are not measurements of our performance or liquidity under French GAAP or IFRS or any other generally accepted accounting principles. Other companies in AAG s industry may calculate these measures differently and, consequently, our presentation may not be readily comparable to other companies figures. In particular, you should not consider EBITDA, Adjusted EBITDA, changes in working capital and cash flow conversion, net financial debt and leverage and coverage ratios as an alternative to (a) operating income or income for the period (as determined in accordance with French GAAP or IFRS) as a measure of our operating performance, (b) cash flows from operations, investing and financing activities as a measure of our ability to meet our cash needs or (c) any other measures of performance under generally accepted accounting principles. EBITDA, Adjusted EBITDA, EBITDA margin, Adjusted EBITDA margin, revenue by geography, net assets, net financial debt and leverage and coverage ratios have limitations as analytical tools, and you should not consider them in isolation, or as a substitute for an analysis of our results as reported under French GAAP or IFRS. See Summary Historical Consolidated Financial and Other Data Other Financial and Other Operating Data. Other Data Certain numerical figures set out in these listing particulars, including financial data presented in millions or thousands, certain operating data, percentages describing market share and penetration rates, have been subject to rounding adjustments and, as a result, the totals of the data included in these listing particulars may vary slightly from the actual arithmetic totals of such information. Percentages and amounts reflecting changes over time periods relating to financial and other data set forth in the section entitled Management s Discussion and Analysis of Financial Condition and Results of Operations are calculated using the numerical data in the consolidated financial statements of AAG or the tabular presentation of other data (subject to rounding) contained in these listing particulars, as applicable, and not using the numerical data in the narrative description thereof. x

12 Market and Industry Data In these listing particulars, we rely on and refer to information regarding AAG s business and the market in which it operates and competes. Certain of the market data and certain economic and industry data used in these listing particulars was obtained from independent industry publications and reports prepared by industry consultants, including Roland Berger. Industry publications and reports generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. While the Issuer believes that each of these studies and publications is reliable, neither the Issuer nor the Initial Purchasers have independently verified such data and cannot guarantee their accuracy or completeness. Any third-party information described above and included in these listing particulars has been accurately reproduced and as far as the Issuer is aware and is able to ascertain from the information published by such third parties, the reproduced information is accurate and no facts have been omitted which would render such information inaccurate or misleading. For instance, the market report prepared by Roland Berger takes into account third-party analyses, information from the public domain, industry and trade associations, and industry expert interviews. For purposes of the analyses presented in its report, Roland Berger has noted that it has relied upon, and considered to be accurate and complete the data that it has obtained from third-party sources, but has not independently verified the completeness or accuracy of that data. Roland Berger makes no representation or claim that the market forecast presented in its report will be achieved. It is expected that investors will carry out their own independent analysis. Roland Berger notes further that all estimates and projections in its report are based on data obtained from third- party sources and involve significant elements of subjective judgments and analyses which may or may not be correct. In addition to the foregoing, certain information regarding markets, market size, market share, market position, growth rates and other industry data pertaining to AAG s business contained in these listing particulars were estimated or derived based on assumptions we deem reasonable and from AAG s own research, surveys or studies conducted by third parties and other industry or general publications. Our estimate of the size of the total automotive spare part aftermarket in the EU at the distribution level does not include Croatia. Further, our market share positions are measured by our total distribution network revenue, which includes the entire revenue of affiliated distributors, over which we do not exercise control and who purchase a portion of their stock from third-party suppliers. While we believe AAG s internal estimates to be reasonable, these estimates have not been verified by any independent sources and neither the Issuer nor the Initial Purchasers can assure you as to their accuracy or the accuracy of the underlying assumptions used to estimate such data. Our estimates involve risks and uncertainties and are subject to change based on various factors. See Risk Factors, Industry and Business for further discussion. xi

13 CURRENCY PRESENTATION In these listing particulars, all references to Euro, EUR and are to the single currency of the participating member states of the European Union participating in the third stage of economic and monetary union pursuant to the Treaty on the Functioning of the European Union, as amended or supplemented from time to time; all references to Pound, GBP, pounds sterling and are to the lawful currency of the United Kingdom; and all references to U.S. dollars, USD and $ are to the lawful currency of the United States. xii

14 EXCHANGE RATE AND CURRENCY INFORMATION The following table sets out, for the periods set forth below, the high, low, average and period-end New York Composite Rate expressed as U.S. dollar per The New York Composite Rate is a best market calculation, in which, at any point in time, the bid rate is equal to the highest bid rate of all contributing bank indications and the ask rate is set to the lowest ask rate offered by these banks. The New York Composite Rate is a mid-value rate between the applied highest bid rate and the lowest ask rate. The rates may differ from the actual rates used in the preparation of the consolidated financial statements and other financial information appearing in these listing particulars. None of the Issuer, the Guarantors or the Initial Purchasers represent that the U.S. dollar or euro amounts referred to below could be or could have been converted into euro at any particular rate indicated or any other rate. The average rate for a year means the average of the New York Composite Rates on the last day of each month during a year. The average rate for a month, or for a partial month, means the average of the daily New York Composite Rate during that month, or partial month, as the case may be. Year Period end Average High Low (U.S. dollars per ) (through February 1, 2016) Month Period end Average High Low (U.S. dollars per ) July August September October November December January 2016 (through February 1, 2016) xiii

15 CERTAIN DEFINITIONS In these listing particulars, the following words and expressions have the following meanings, unless the context otherwise requires or unless otherwise so defined. In particular, capitalized terms set forth and used in the sections entitled Description of Certain Financing Arrangements Revolving Credit Facility, Description of Certain Financing Arrangements Intercreditor Agreement and Description of the Notes may have different meanings from the meanings given to such terms and used elsewhere in these listing particulars Acquisitions refers to the acquisition of (i) C.T. Autoparts Limited ( CT ) on January 9, 2015, (ii) Techni Freins, Atlantic Accessoires Diffusion and Super Friens et Centre Technique du Frein ( Techni Freins ) on January 15, 2015, (iii) United Aftermarket Network Limited ( UAN ) on February 27, 2015, (iv) Théret ( Théret ) on March 3, 2015, (v) Motex Automotive Distribution Limited ( Motex ) on March 31, 2015, (vi) Saint Amand Service France ( SASF ) on May 6, 2015, (vii) Industrial Friction Services Limited ( IFS ) on June 30, 2015, (viii) CAT Automotive Limited ( CAT ) on June 30, 2015, (ix) Groupe Chambon ( Chambon ) on July 20, 2015, (x) Frenco Service Replacements Limited ( Frenco ) on August 12, 2015, (xi) Fenland Trailer Parts ( Fenland ) on November 30, 2015, (xii) Gallays ( Gallays ) on November 12, 2015 and (xiii) Coler GmbH & Co. KG ( Coler ) on December 9, See Summary Recent Developments Acquisitions completed in the fourth quarter of 2015 and Management s Discussion and Analysis of Financial Condition and Results of Operations Key Factors Affecting Our Results of Operations Selected acquisitions. AAF or Alliance Automotive France refers to Alliance Automotive France S.A.S., a société par actions simplifiée organized under the laws of France. AAG or Alliance Automotive Group, or Company refers to Alliance Automotive Group S.A.S., a société par actions simplifiée organized under the laws of France. AAUK or Alliance Automotive UK refers to Alliance Automotive UK Limited, a limited company organized under the laws of United Kingdom Acquisition refers to the acquisition by Alliance Automotive Investment of Poinsetia on December 1, Additional Fixed Rate Notes refers to the 65,000,000 aggregate principal amount of the Issuer s 6.25% Senior Secured Notes due 2021 issued on May 13, 2015 pursuant to the Indenture. Additional Notes Proceeds Loan refers to the loan agreement entered between the Issuer, as lender, and Alliance Automotive Investment, as borrower, in connection with the issuance of the Additional Fixed Rate Notes. Agreed Security Principles refers to the Agreed Security Principles set out in a schedule to the Revolving Credit Facility Agreement and the Indenture. Alliance Automotive Investment refers to Alliance Automotive Investment Limited (formerly Alize Bidco Limited), a limited company organized under the laws of England and Wales and incorporated on July 28, Blackstone refers to The Blackstone Group L.P. or, as the context may require, one or more funds or limited partnerships managed or advised by The Blackstone Group L.P. or any of its affiliates or direct or indirect subsidiaries from time to time. car parc refers to the number of LV automotive vehicles in circulation. Collateral Documents has the meaning ascribed to it under Description of the Notes Certain Definitions. Completion Date refers to December 1, 2014, the date of the completion of the Acquisition. CV refers to commercial vehicles. EU refers to the European Union. xiv

16 FAI refers to Financère Alliance Industrie S.A.S. FAI Reorganization refers to the contribution-in-kind of the shares of FAI to Financière Poinsetia and the related reorganization dated November 26, Notes. Fixed Rate Notes refers to the Original Fixed Rate Notes, the Additional Fixed Rate Notes and the Floating Rate Notes refers to the 100,000,000 aggregate principal amount of the Issuer s Floating Rate Senior Secured Notes due 2021, issued on November 19, 2014 pursuant to the Indenture. Founders refers to Jean-Jacques Lafont, Alistair Brown and Patrick Biehler, who is no longer involved in the management of AAG. French GAAP refers to generally accepted accounting principles in France. Group refers to AAG together with its subsidiaries. Groupauto International refers to a network of national trading groups in which AAG is the largest shareholder. Guarantors collectively refers to the Parent, Alliance Automotive Investment and the Subsidiary Guarantors, and Guarantor refers to each of them. IAM refers to the independent aftermarket channel, which is comprised of the independent aftermarket distributor channel, as well as fast-fitters and auto-centers. IFRS refers to International Financial Reporting Standards as adopted by the European Union. Indenture refers to the indenture governing the Original Notes, the Additional Fixed Rate Notes and the Notes, dated as of November 19, 2014, by and among, inter alios, the Issuer, the Guarantors and the Trustee, as amended and supplemented from time to time. Initial Purchasers refers to Credit Suisse Securities (Europe) Limited, UBS Limited and The Royal Bank of Scotland plc; and the term Initial Purchaser refers to each of them. Intercreditor Agreement refers to the intercreditor agreement entered into on November 19, 2014, among, inter alios, the Issuer, Alliance Automotive Investment, the Security Agent and the agent under the Revolving Credit Facility on behalf of the lenders thereunder. Issue Date means February 9, Issuer refers to Alliance Automotive Finance plc (formerly Alize Finco plc), a public limited company organized under the laws of England and Wales. Luxco refers to Alliance Automotive Participations S.A., a Luxembourg public limited liability company (société anonyme) having its registered office at 2-4, rue Eugène Ruppert, L-2453 Luxembourg and registered with the Luxembourg trade and companies register under number B and incorporated on December 5, Luxembourg refers to the Grand Duchy of Luxembourg. Luxembourg Guarantors refers to Poinsetia and Luxco. LV refers to light vehicles. New Notes Proceeds Loan refers to the loan to be entered between the Issuer, as lender, and Alliance Automotive Investment, as borrower, pursuant the which the Issuer will loan the net proceeds of the Offering to xv

17 Alliance Automotive Investment in order to use the proceeds of the Offering as described in Use of Proceeds and Description of Certain Financing Arrangements. Note Guarantees collectively refers to the guarantees issued by each of the Guarantors guaranteeing the Notes, and Note Guarantee refers to each of them. Notes refers to the 70.0 million aggregate principal amount of 6.25% Senior Secured Notes due 2021, which constitute a further issuance of and form a single series with the Original Fixed Rate Notes and the Additional Fixed Rate Notes, unless the context otherwise requires. Notes Collateral refers to the security interest securing the obligations of the Issuer and the Guarantors under the Original Notes, the Additional Fixed Rate Notes, and the Notes, the Note Guarantees, the Revolving Credit Facility and certain hedging obligations. See Description of the Notes Security The Collateral. Notes Proceeds Loans refers to the Original Notes Proceeds Loan, the Additional Notes Proceeds Loan and/or the New Notes Proceeds Loan, as the context may require. OES means original equipment supplier. Offering refers to the offering of the Notes. Original Fixed Rate Notes refers to the 225,000,000 aggregate principal amount of the Issuer s 6.25% Senior Secured Notes due 2021 issued on November 19, 2014 pursuant to the Indenture. Original Notes refers to the Original Fixed Rate Notes and the Floating Rate Notes. Original Notes Proceeds Loan refers to the loan agreement entered between the Issuer, as lender, and Alliance Automotive Investment, as borrower, in connection with the issuance of the Original Notes. Parent refers to Alliance Automotive Holding Limited (formerly Alize Midco Limited), a limited liability company organized under the laws of England and Wales. Permitted Liens has the meaning ascribed to it under Description of the Notes Certain Definitions. Poinsetia refers to Poinsetia Participations S.A., a Luxembourg public limited liability company (société anonyme) having its registered office at 2-4, rue Eugène Ruppert, L-2453 Luxembourg and registered with the Luxembourg trade and companies register under number B and incorporated on December 5, Precisium Acquisition refers to the acquisition of the Precisium Group by FAI on April 10, Precisium Group refers to Précisium Groupe S.A.S and its subsidiaries. Revolving Credit Facility refers to the super senior 50.0 million multicurrency revolving credit facility entered into on November 6, 2014, as amended and/or restated from time to time, and described more fully under Description of Certain Financing Arrangements Revolving Credit Facility. Revolving Credit Facility Agreement refers to the agreement governing the Revolving Credit Facility. SEC refers to the U.S. Securities and Exchange Commission. Security Agent refers to The Royal Bank of Scotland plc. SKUs refers to stock keeping units. Subsidiary Guarantors refers to AAG, AAF, AAUK, Alliance Automotive UK CV Limited, Alliance Automotive UK LV Limited, Plateforme Préférence Grand Est (formerly CAR Distribution S.A.S.), Group Auto Union UK and Ireland Limited, TPA S.A.S., Luxco, Poinsetia and Prime Motor Factors Limited. xvi

18 TPA Acquisition refers to the acquisition of the TPA Group by AAF on July 4, TPA Group refers to TPA S.A.S. and its subsidiaries. Trustee refers to Wilmington Trust, National Association, in its capacity as trustee under the Indenture. U.S. Exchange Act refers to the U.S. Securities Exchange Act of 1934, as amended. U.S. Securities Act refers to the U.S. Securities Act of 1933, as amended. In addition to the terms defined above, the terms we, us and our and other similar terms refer to the Parent and its subsidiaries, unless (i) the context otherwise requires or is clear from context and (ii) other than when discussing financial results and financial information, in which context such terms shall refer to the financial results and consolidated financial information of the Parent or AAG, as applicable. INFORMATION REGARDING FORWARD-LOOKING STATEMENTS These listing particulars contain forward-looking statements within the meaning of the securities laws of certain jurisdictions, including statements under the captions Summary, Risk Factors, Management s Discussion and Analysis of Financial Condition and Results of Operations, Industry, Business and in other sections. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the words believes, estimates, anticipates, expects, intends, may, will, plans, continue, ongoing, potential, predict, project, target, seek or should or, in each case, their negative or other variations or comparable terminology or by discussions of strategies, plans, objectives, targets, goals, future events or intentions. These forward- looking statements include all matters that are not historical facts. They appear in a number of places throughout these listing particulars and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which we operate. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward looking statements are not guarantees of future performance and that our actual financial condition, results of operations and cash flows, and the development of the industries in which we operate, may differ materially from (and be more negative than) those made in, or suggested by, the forwardlooking statements contained in these listing particulars. In addition, even if our financial condition, results of operations and cash flows, and the development of the industries in which we operate, are consistent with the forward-looking statements contained in these listing particulars, those results or developments may not be indicative of results or developments in subsequent periods. Important risks, uncertainties and other factors that could cause these differences include, but are not limited to those relating to: the impact of material disruptions at our warehouses or distribution centers; our reliance on information technology systems and our failure to keep pace with new technological developments; our reliance on the age, number and mileage of vehicles used in France, the UK and Germany, and the length of service intervals; the impact of French, UK, German and worldwide economic conditions on demand for our products; inability to maintain an optimal level of inventory; changes in the cost and/or availability of transportation services; continued technological advancements in vehicles; the risk that our customers financial difficulties require us to write off debts; xvii

19 failure to successfully implement our business strategies; the risks associated with our expansion plans; the failure to maintain or improve our brands; changes in currency exchange rates; the termination of existing lease agreements and failure to renew such leases on attractive terms; the impact of higher employment costs; the loss of key personnel or our inability to retain qualified personnel; deterioration in our relationships with our employees or trade unions and failure to extend, renew or renegotiate our collective bargaining agreements on favorable terms; changes in laws and regulations; the impact of environmental, health and safety regulations; the risk of material losses as a result of product liability and warranty claims: the impact of legal and arbitration proceedings; the impact of our failure to comply with tax regulations and actions by tax authorities; exposure to adverse tax consequences due to our corporate and financing structure; the impact of competition and antitrust laws; the conflict of the interests of our principal shareholder with the interests of the holders of the Notes, the Original Notes and the Additional Fixed Rate Notes; our inability to obtain and maintain sufficient capital financing; our reliance on third-party product suppliers; the termination of one or more of our relationships with any of our suppliers or affiliated distributors; the adverse impact of a decline in demand from our customers; and other factors discussed or referred to in these listing particulars. The foregoing factors and others described under Risk Factors should not be construed as exhaustive. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date on the front cover of these listing particulars. We urge you to read these listing particulars, including the sections entitled Risk Factors, Management s Discussion and Analysis of Financial Condition and Results of Operations and Business for a more complete discussion of the factors that could affect our future performance and the industries in which we operate. Any forward-looking statements are only made as of the date on the front cover of these listing particulars and, except as required by law or the rules and regulations of any stock exchange on which the Notes are listed, we undertake no obligation to publicly update or publicly revise any forward-looking statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forwardlooking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety xviii

20 by the cautionary statements referred to above and contained elsewhere in these listing particulars, including those set forth under Risk Factors. xix

21 SUMMARY This summary highlights certain information about us and the Offering described elsewhere in these listing particulars. This summary is not complete and does not contain all the information you should consider before investing in the Notes. The summary should be read in conjunction with, and is qualified in its entirety by, the more detailed information included elsewhere in these listing particulars, including the consolidated financial statements (and related notes). You should read carefully the entire listing particulars to understand our business, the nature and terms of the Notes and the tax and other considerations which are important to your decision to invest in the Notes, including, without limitation, the risks discussed under the caption Risk Factors. Overview We operate in the independent aftermarket distributor channel for automotive parts and services in France, the UK and Germany. We buy light vehicle ( LV ) and commercial vehicle ( CV ) spare parts from manufacturers that we distribute to various categories of customers through our network of distributors, which are either wholly owned subsidiaries or independent contract distributors ( affiliated distributors ). According to Roland Berger, in 2014, we were the leader in the French distribution aftermarket for wholesalers of LV spare parts based on distribution network revenue (which includes the aggregate revenues from the sale of LV aftermarket spare parts of all our distributors, including subsidiary and affiliated independent distributors). In addition, we are a significant participant in the United Kingdom in the distribution aftermarket for wholesalers of LV spare parts. In December 2015, we entered the German market through our acquisition of Coler, a distributor of automotive parts and services for light vehicles based in Western Germany. CV spare parts represented approximately 14% of our consolidated revenues for the twelve months ended September 30, For the twelve months ended September 30, 2015, we generated consolidated net revenues of 1,289.8 million and Adjusted EBITDA of 96.0 million, including the estimated EBITDA contribution and the estimated runrate effect of synergies related to the 2015 Acquisitions. We offer approximately 150,000 stock keeping units ( SKUs ) on permanent stock in France, as well as a similar number of SKUs in the United Kingdom and Germany, as we believe that a broad selection and availability of parts, tools and equipment is of critical importance in our industry. Our comprehensive product portfolio covers all market channels (both LVs and CVs) and product families (such as brakes, clutches, batteries and timing belts). In addition to automotive parts, we provide independent garages with a broad assortment of repair shop tools and equipment such as pneumatic, electrical, hand and special tools used for diagnostic and repair of vehicles. We are an integrated company, acting as a strategic intermediary between key parts manufacturers (approximately 470 parts suppliers as of September 30, 2015 in France and the UK) and a large number of garages (approximately 14,300 independent garages in France and 14,900 in the UK in 2014) geographically dispersed across each of these countries. We distribute spare parts in France and the UK through our trading groups, which buy the spare parts from the suppliers and sell them to our wholly owned distributors and affiliated distributors, which in turn sell these parts to the end customer in these countries. Parts are either delivered directly by our suppliers to our wholly owned or affiliated distributors, or delivered by our trading groups out of their national or regional warehouses in France and the UK. Our wholly owned or affiliated distributors end customers are primarily independent garages, body shops, autocenters and fast-fitters, some of which operate under contract with us and under our repair network brands, such as Top Garage and Précisium Garage in France and AutoCare in the United Kingdom. Our trading groups in France and the UK perform central purchasing functions and provide logistic, marketing and general services to our wholly owned and affiliated distributors. In Germany, Coler s operations are set up in a similar fashion. In France, as of September 30, 2015, we operated a network of 163 subsidiary outlets and 805 affiliated outlets representing a total of 968 sites which are either supplied by our owned warehouses (three national and twelve regional warehouses) or through direct shipment from suppliers. In the United Kingdom, as of September 30, 2015, we had a network of 65 subsidiary outlets and 667 affiliated outlets operating from a total of 732 sites. We believe our overall size provides us with competitive pricing terms with aftermarket spare parts suppliers, while our extensive network allows us to deliver a broad range of parts on a timely and efficient manner throughout our three geographic regions. The following charts show the split of our revenue and EBITDA in each of the countries in which we operated for the nine months ended September 30, 2015.

22 Revenue by Geography United Kingdom 26% EBITDA by Geography United Kingdom 21% France 74% France 79% As of September 30, 2015, we estimate that we serviced more than 25,000 customers across France and the UK, of which approximately 3,150 were affiliated garages. These affiliated garages operate under contract with us and receive marketing and logistics services and support from the Group, which we believe leads to increased loyalty with our distributors. Our Industry The LV automotive spare parts retail market in France and the United Kingdom is large and stable, with a value in 2014 of 13.1 billion in France (including tires and oil but excluding captive parts) and 10.4 billion in the United Kingdom (including oil but excluding tires and captive parts) according to Roland Berger. It has demonstrated resilience in recent years and we believe that it benefits from advantageous long-term trends that will continue to support growth and stability. The automotive spare parts aftermarket comprises three levels: (i) suppliers, (ii) distributors and (iii) repairers/customers. Suppliers such as Bosch, Gates, Schaeffler or Valeo manufacture spare parts. Distributors purchase and stock spare parts from suppliers and sell them to repairers. Distributors also carry out purchasing and logistics activities through trading groups, which negotiate directly with suppliers, leveraging combined volume to obtain better terms. The distribution of aftermarket spare parts is split into three channels: (i) dealers affiliated with car manufacturers, such as Toyota, Honda, Peugeot or Volkswagen ( OES ), (ii) independent aftermarket distributors; both of which provide spare parts used in the maintenance and repair of all types of LVs and CVs in circulation and (iii) fast-fitters and auto-centers. The IAM channel is comprised of the independent aftermarket distributor channel, as well as fast-fitters and autocenters. Spare parts include mechanical parts, electrical parts and electronic components, body parts (including headlights), assembly parts, tires, oils and lubricants, car paint, other chemical products and accessories. The LV and CV aftermarket is relatively complex compared to other industries, due to the large number of market participants with varying business models. The automotive spare parts industry is relatively cushioned from overall economic cycles due to a number of favorable factors, including a stable and ageing car parc, technological developments and prices, as well as the positive effects of regulation. For example, French and UK law impose compulsory regular tests of vehicle safety (Contrôle Technique in France and MOT in the UK), which need to be passed by each vehicle on an annual or bi-annual basis after the lapse of three to four years from the date of its registration. Such regulations are beneficial for our business as a majority of repairs and maintenance are non-discretionary as a consequence of such tests. Certain EU-wide regulations have liberalized the market and ensured fair competition in the automotive spare part aftermarket, such as the enactment of Regulation (EU) No. 461/2010 ( New BER ), aimed at the LV sector, which allowed (i) full access for the IAM channel to technical information about spare parts, (ii) the right for car owners to engage independent repairers throughout the life of the LV without voiding their warranty and (iii) the ability for independent garages to use private brands, as well as matching quality spare parts instead of OES spare parts. 2

23 History Alliance Automotive Group was founded in 1989 in the West of France under the name Alliance Industrie, operating exclusively as an automotive spare parts distributor. AAG grew through a series of acquisitions until 1996 when it acquired a controlling stake in Groupauto, a French trading group. In 1997, AAG also gained a foothold in the UK with the acquisition of the FSG trading group (later renamed Groupauto UK). In 2006, Weinberg Capital Partners invested in AAG, while the Founders retained a stake of approximately 38% of the share capital. Since 2007, AAG has pursued selected acquisitions in order to consolidate its leading market positions in France and the United Kingdom, focusing on bolt-on acquisitions of independent distributors of automotive spare parts in France and the United Kingdom. From time to time, AAG has also entered into larger, strategic transformative acquisitions, such as the purchase of Precisium Group, the third largest spare parts trading group in France, and the acquisition of the TPA Group (our largest affiliated distributor in Groupauto France), located in the northeast of France, both of which were consummated in Acquisitions have contributed significantly to AAG s successful revenue growth of approximately 12.2% CAGR in the period between 2004 and On December 1, 2014, Blackstone indirectly acquired approximately 70% of the share capital of Alliance Automotive Group S.A.S. through Alliance Automotive Investment Limited, with the remaining 30% being indirectly and mainly held by the Founders and certain members of management. See Principal Shareholder. AAG has continued to pursue its consolidation strategy within the French and UK automotive spare parts distribution markets, having completed 13 acquisitions in 2015, which were a significant driver of revenue growth and increase in profitability for the Group. In December 2015, with Blackstone s support, AAG entered the German market through the acquisition of Coler, a provider of automotive parts and services for light vehicles based in Western Germany. Our Strengths A Resilient Market with Positive Long-Term Fundamentals Roland Berger has estimated that the EU automotive spare part aftermarket is approximately 50 billion at the distribution level (based on 2012 data including tires and oil but excluding captive parts), with France accounting for 8.5 billion (including tires and oil but excluding captive parts) and the UK accounting for 6.6 billion (including oil but excluding tires and captive parts) in We believe the automotive spare parts aftermarket for LVs is relatively cushioned from overall economic cycles, benefiting from long-term positive trends, including a large, gradually growing and aging car parc. The French and the UK markets proved particularly resilient during the last economic downturn even as new car registration declined with demand being largely driven by the installed car parc and the average age and miles driven by vehicles in circulation. According to Roland Berger, these markets are expected to continue growing at an annual rate of less than 1% per annum from 2014 to The IAM channel of the automotive spare part aftermarket within which we primarily operate is largely focused on vehicles, usually not covered by the manufacturer warranties and serviced by independent garages. According to Roland Berger, the IAM channel in France (including independent aftermarket distributors as well as fast-fitters and auto-centers) accounted for 49% of the French business-to-business LV spare parts retail market (including tires and oil but excluding captive parts) in 2014, with the rest representing the OES segment, as well as online and other channels. The IAM channel in the United Kingdom (including independent aftermarket distributors, as well as fast-fitters and auto-centers) accounted for 62% of the UK business-tobusiness LV spare parts retail market (including oil but excluding tires and captive parts) in At the end of 2014, there were approximately 37.8 million LVs in circulation in France, compared to 36.8 million in 2009, according to Roland Berger. At the end of 2014 there were approximately 35.6 million LVs in circulation in the UK, compared to 34.6 million in 2009, according to Roland Berger. Further, the increased age in the car parc constitutes a positive trend for the automotive spare parts aftermarket and particularly the IAM channel, as newer cars tend generally to be serviced directly with the OES during the manufacturers warranty periods. The average age of the car parc in France and the UK was 8.7 years and 7.9 years, respectively, in 2014, compared to 8.0 and 7.0, respectively, in According to Roland Berger, this average age is expected to increase further to 8.9 years in France and 8.0 years in the UK between 2014 and The slowdown in new car registrations in recent years in France and the United Kingdom has led to a decrease in the market share of OES, as cars outside the manufacturer warranty period are increasingly repaired by independent repairers. From the consumer s standpoint, the IAM channel is significantly cheaper than the OES channel since dealers in France 3

24 and the United Kingdom generally charge approximately 50% more per hour of labor compared to independent repairers. The charts below show the increasing age of the car parc and the number of cars in circulation France and the UK in the period between 2009 and 2014, as well as expectation for 2017: 15+ years % 15.6% 17.7% 15+ years % 8.1% 12.2% years 21.8% 22.7% 22.4% years 19.4% 27.6% 26.0% 5-9 years 32.4% 30.7% 30.9% 5-9 years 38.1% 32.9% 28.4% 0-4 years 34.1% 31.0% 29.1% 0-4 years 36.5% 31.4% 33.4% E Average age: 8.0 yrs 8.7 yrs 8.9 yrs French Market E Average age: 7.0 yrs 7.9 yrs 8.0 yrs UK Market Source: Roland Berger Another key driver for growth is the increasingly complex technical nature of auto parts leading to increased unit prices. For example, average prices in the spare parts aftermarket are expected by Roland Berger to increase by a CAGR of 1.6% in France and at a CAGR of 2.1% in the UK between 2014 and 2017, driven by growing complexity of parts and rising material costs. Finally, the regulatory environment is also favorable for the sector and is a key driver of our business. For example, the compulsory regular tests of vehicle safety imposed in the United Kingdom (MOT) and in France (Contrôle Technique), are beneficial for our business as a majority of repairs and maintenance are nondiscretionary in nature as a consequence of such tests. Further, French, UK and EU regulations have expanded our addressable market by making access to technical information compulsory and ensuring the right to service vehicles during the warranty period, allowing independent repairers to operate with more flexibility and additional technical know-how, thus assuring that new technically advanced vehicles can be repaired in the IAM channel. Leading Position in the Independent Aftermarket Distributor Channel According to Roland Berger, in 2014, we were the leader in the French distribution aftermarket for wholesalers of LV spare parts based on distribution network revenue (which includes the aggregate revenues from the sale of LV aftermarket spare parts of all our distributors, including subsidiary and affiliated independent distributors). In addition, we are a significant participant in the United Kingdom in the distribution aftermarket for wholesalers of LV spare parts. Our market position in the independent aftermarket distributor channel in France and the UK as well as our extensive distribution network and our logistic capabilities in these markets provide us with a strong platform to deliver a broad range of spare parts, equipment and tools on a timely and efficient basis throughout these geographies. Additionally, we believe that we enjoy a number of competitive advantages over smaller regional players due to our scale, including efficient supply chain and logistics systems, comprehensive territory coverage, competitive pricing terms with suppliers and high product availability. In France, apart from Autodistribution, our single largest competitor in that country, the rest of the market is largely served by local and regional distributors that we believe lack the scale to compete efficiently in terms of supply frequency, product range and terms. We entered Germany, the largest European LV spare parts aftermarket according to Roland Berger (based on 2012 data), with the acquisition of Coler in December 2015, a distributor of automotive spare parts and services for light vehicles based in Western Germany. We believe Coler constitutes an attractive platform for our entry into the German independent automotive aftermarket due to its quality logistic capabilities, comprehensive footprint of warehouses ensuring timely delivery of spare parts to 4

25 independent garages and the benefits flowing from being part of a larger group such as ours when negotiating terms with suppliers. Our Broad Portfolio of Automotive Spare Parts and our Integrated Business Model Bring Long-Term Value to Suppliers, Distributor Members and End Customers We offer approximately 150,000 SKUs of permanent stock in France, as well as a similar number of SKUs in the United Kingdom and Germany, as we believe that a broad selection and high availability of parts, tools and equipment is of critical importance in our industry. As a key intermediary between spare part suppliers, distributors and independent repairers, we bring significant value to all our stakeholders. Spare parts suppliers benefit from the efficiency of a single point of contact with an integrated group rather than the complexity of dealing with many small distributors. These benefits include our centralized and common ordering system and our bearing the distributors credit risk on invoicing. Additionally, we promote and manage suppliers brands with distributors within our network, providing greater visibility for our suppliers products. As a result, we maintain longstanding relationships with many of the leading suppliers in the industry. Our relationship exceeds 10 years with most of our top 10 suppliers in France and the UK, which collectively accounted for approximately 31% of our total purchases in 2015, and which include major part manufacturers such as Bosch, Valeo, Gates and Schaeffler. Distributors to whom our trading group sells benefit from competitive terms and conditions because we pool the demand from our subsidiaries and affiliated distributors to obtain better prices from suppliers. We believe that we are one of the largest purchasers of automotive spare parts in Europe, purchasing from approximately 470 different suppliers as of September 30, Our scale allows us to generate material rebates from our suppliers to the benefit of our distributors. As a result of our robust logistic platforms, we are also able to provide greater sourcing flexibility to our distributor members ensuring next day delivery from our national platforms and same day delivery from our regional ones. We also offer additional services to our distributor members, further reinforcing their loyalty, including custom IT solutions, technical support, training, branding and monitoring tools. Finally, our end customers benefit from frequent and rapid deliveries from our extensive distribution network as well as high product availability, allowing them to better service their respective customers. Additional services are also offered to repairers, including workshops, technical support and training courses to help them stay continuously informed of latest technological developments and remain competitive with OES networks. End customer loyalty is secured through 11 affiliated garage brands in France, three in the United Kingdom and four in Germany, which provide services in exchange for a membership fee. Garages operating under our brands benefit from increased visibility and are able to provide high quality services due to their being part of a large and reliable network. An Extensive Distribution Network Supported by Robust Logistic Capabilities Quality of service in the independent aftermarket distribution channel is closely tied to the range of parts on offer, effective order execution, timely delivery and responsive customer service. Our extensive geographic footprint, integrated distribution systems and advanced logistic capabilities allow us to ensure orders are met within a short timeframe while maintaining high product availability and superior quality of service at all times. Parts ordered by distributors are delivered either directly from the suppliers (direct orders) or from one of our own distribution platforms (warehouse orders). In France and the UK, if a distributor does not have a specific spare part in stock, we are able to deliver the item from our network of regional platforms generally within four hours of the order being placed (for approximately 50,000 SKUs in nine owned regional warehouses in France and third party independent regional warehouses in the United Kingdom) for fast moving items or on the next day from one of our national platforms (for approximately 150,000 SKUs in three national warehouses in France and one national warehouse in the United Kingdom). Our comprehensive distribution network is capable of delivering a wide range of products, thereby increasing product availability and ultimately enhancing our end customer s loyalty. As a result of the breadth of our distribution network, parts ordered by end customers from our distributors are typically delivered in less than 2 hours in France and approximately 45 minutes in the United Kingdom, as local distributors typically carry an inventory of approximately 30,000 SKUs, covering most parts in circulation. 5

26 Currently, we deliver LV and CV spare parts to more than 25,000 end customers in France and the UK, including approximately 3,150 affiliated garages through both our wholly owned and affiliated distributors in France and the UK. We believe that the size of our distribution network makes our end customer portfolio well diversified, thereby minimizing credit risk. Our IT systems play a critical role in efficiently managing our supply chain and distribution systems and provide us with a significant competitive advantage against smaller players. As the IAM channel grows more complex as a result of the evolution of technical parts and increased diversity of the car parc, the ability to operate efficiently through advanced IT systems and well-developed logistic capabilities will become increasingly important in maintaining high quality services and integrating further locations. Resilient Financial Performance and Strong Cash Flow Generation Underpinned by Capex-light Business Model We have maintained strong and stable cash flow generation even during the last economic downturn, with cash flow conversion (defined as EBITDA less capital expenditures (excluding capital expenditures in relation to acquisitions), divided by EBITDA) of 85.4% for the twelve months ended September 30, 2015 and 86.8%, 86.2% and 81.9% for the years ended December 31, 2014, 2013 and 2012, respectively, due to our capex-light business model. For the twelve months ended September 30, 2015, our capital expenditures (excluding capital expenditures in relation to acquisitions) amounted to 11.7 million, or 0.9% of our net revenue, and primarily consisted of replacement expenditures related to new equipment in workshops and marketing capital expenditures related to the integration of new distributor members. Our low levels of capital expenditures (as a percentage of revenue) have allowed us to successfully pursue our focused acquisition strategy, whilst showing a continued deleveraging throughout the economic crisis with our net leverage decreasing from 5.2x in 2006 to 3.8x in 2009 and 2.7x in June 2014, prior to the indirect acquisition of approximately 70% of the Group by Blackstone. Following the acquisition of the Group, we have steadily reduced our net leverage from 4.4x as of December 31, 2014 (after giving effect to the issuance of the Additional Fixed Rate Notes) to 3.9x as of September 30, 2015 (after giving effect to the Notes and the acquisition of Coler on a pro forma basis). This trend, we believe, demonstrates our ability to successfully grow our business both organically and through value accretive acquisitions. Our performance for the nine months ended September 30, 2015 was particularly robust in what we believe was a relatively slow growth period for the markets in which we operate, with our consolidated net revenues and EBITDA having increased by 12.3% and 22.9% respectively, compared to the nine months ended September 30, 2014, reflecting an increase in our net revenues on a historical perimeter basis of 5.1% and a continued increase in our profitability, which was driven primarily by cost control measures we have implemented and improved terms agreed with our suppliers due to our increased scale. A Highly Experienced Management Team with a Proven Track Record of Growth Our businesses are managed by a highly qualified management team with many years of experience in both the independent aftermarket distributor channel and their specific areas of expertise. The long tenure of our top management, including co-founders Jean-Jacques Lafont (Group Chairman) and Alistair Brown (Vice Chief Executive Officer, Group Functions), has enabled us to build strong relationships and personal ties at all levels of the industry, from suppliers to affiliated garages. Our management team has progressively turned AAG from a French distributor into a leading European player in the independent aftermarket distributor channel, with revenue and EBITDA growth of approximately 8.4% and 8.1% CAGR, respectively, in the period between 2008 and Despite an adverse economic environment, the business demonstrated its resilience during the last economic crisis, with revenue and EBITDA remaining relatively stable during the period from 2008 to A Proven Track Record of Successful Buildups We have maintained an active acquisition policy in France and the UK with more than 50 acquisitions completed between January 1, 2000 and December 31, 2015, which has been a significant driver of growth in sales and profitability. Successive acquisitions have allowed the Group to grow from million of net revenue and 41.3 million of EBITDA in 2012 to 1,289.8 million of net revenue, 80.3 million of EBITDA and 96.0 million of Adjusted EBITDA, including the estimated EBITDA contribution and the estimated runrate effect of synergies related to the 2015 Acquisitions, for the twelve months ended September 30,

27 Historically, we have typically acquired targets with revenues ranging from 1 million to 30 million per annum. Distributors affiliated with our network constitute the bulk of our acquisitions. By consolidating smaller distributors, we not only enhance our geographic coverage but also achieve meaningful synergies, by applying our procurement terms to the acquired businesses, while leveraging additional volumes with suppliers to obtain higher rebates and generating savings on logistic and support functions. In addition to these small bolt-on acquisitions, we have also entered into larger, transformative transactions, including the acquisition of Precisium Group (formerly, the third largest trading group in France), TPA Group (formerly our largest affiliated distributor in Groupauto France), both of which we completed in 2013, and Coler (a distributor of LV spare parts in Germany), which we completed in December These larger acquisitions allow us to strengthen our market share in our existing markets, address new product and geographic markets and improve our relationships with our suppliers. Our acquisition of Coler, in particular, provides us a platform to become a meaningful player in Germany which, according to Roland Berger, constitutes the largest LV spare parts aftermarket in Europe (based on 2012 data). Our Strategies We seek to generate revenue and consolidate our market position in the independent aftermarket distributor channel in France and in the United Kingdom by offering the best value proposition and supporting our customers by providing them a range of value-added services. Further, we seek to continue to grow our market position in the German automotive aftermarket. To achieve these goals, we intend to pursue the following strategies: Continue to Strengthen Our Market Positions to Deliver More Competitive Pricing to our Distributors We intend to increase our penetration in our markets by leveraging our competitive strengths, particularly our leadership positions and our long-term value to customers and suppliers. We strive to continuously broaden our portfolio of automotive spare parts and utilize our purchasing power to obtain better pricing terms for our distributors and build customer loyalty. We believe that the quality of our service, including effective IT solutions, technical support, training, branding and monitoring tools, increases our value proposition and helps drive customer loyalty. In addition, we believe that our acquisition strategy and market fundamentals will drive growth in our market share. In addition, we also benefit from Groupauto International s size and global footprint. Groupauto International is an international automotive parts trading group comprising 30 independent national trading organizations in over 40 countries throughout Europe and Latin America. Groupauto International s main activities consist of negotiating international purchasing agreements with major parts manufacturers, developing distributor networks and marketing standards and acting as a platform for the exchange of know-how between partners. Groupauto International represents one of the largest spare part distribution networks, thus resulting in increased bargaining power vis-à-vis the suppliers. We are Groupauto International s largest shareholder and the largest individual member. We believe that our position in Groupauto International increases our ability to obtain competitive pricing terms from suppliers. Optimize Logistics Efficiency and Effectiveness of our Distribution Network We seek to optimize our distribution systems and inventory management, while constantly increasing our product portfolio. We aim to shorten delivery times while optimizing inventory levels at our national and regional warehouses to maximize efficiency. Inventory management is a key factor for our growth, for example, we store approximately 150,000 SKUs in our warehouses in France to ensure high product availability and short delivery lead times. Lastly, we believe that, by further enhancing existing software and installing new software solutions in our distribution centers, we will be able to further expedite logistics and reduce margins of error when processing orders. Create Value for Our Stakeholders through Attractively Priced Acquisitions Given the slow growth in our industry, we see bolt-on acquisitions as an integral part of our business model, as they allow us to increase volumes and negotiate better pricing terms with suppliers. Both in France and the UK, we track and manage the potential acquisition pipeline several years in advance and, following our acquisition of Coler, intend to do so in Germany as well. We benefit from meaningful synergies when carrying out acquisitions, including the improvement of purchasing loyalty to our trading groups, economies of scale that 7

28 permit us to negotiate better prices with suppliers and savings on central and supporting functions such as IT and logistics. We intend to continue our successful track record of bolt-on acquisitions based on our well-defined and disciplined approach. Our typical targets are small local distributors with the potential to be easily integrated into our business model, especially in those regions where our presence is not extensive. Recent Developments 2016 Acquisitions On February 1, 2016, we acquired a distributor of LV parts in France. The purchase price for the acquisition was approximately 6.5 million, which we financed with cash on our balance sheet. Shortly after the Issue Date, we acquired another distributor of LV parts in France. The purchase price for this acquisition was 2.9 million, which we also financed with cash on our balance sheet. Acquisitions completed in the fourth quarter of 2015 On December 9, 2015, we acquired Coler GmbH & Co. KG ( Coler ), a distributor of LV spare parts operating in the western region of Germany for a purchase price of 39 million. We financed this acquisition with our cash on balance sheet, as well as with an equity contribution of 25 million from our shareholders. Coler is headquartered in Münster, North Rhine-Westphalia and operates 30 distribution outlets in Western Germany, delivering spare parts to over 15,000 customers. On November 12, 2015, we acquired Gallays ( Gallays ), a national distributor of CV braking systems in France for a purchase price of 2.2 million. Gallays is located close to Paris in Saint-Ouen-l Aumône. On November 30, 2015, we acquired Fenland Trailer Parts ( Fenland ), a distributor of CV parts in the UK for a purchase price of 350,000. Fenland is a single branch business located in Market Deeping. Current trading We estimate our net revenue for the three months ended December 31, 2015 to be approximately 12% higher than our net revenue for the comparable period in 2014, being in the range of million to million. This increase was primarily due to (i) favorable movements in foreign exchange currency rates, (ii) the impact of acquisitions consummated during 2015, and (iii) a strong performance, at our historical perimeter, in our trading group business in France reflecting improved loyalty rates from our distribution members, as well as robust trading across our UK distribution and trading group business. We also estimate our EBITDA for the three months ended December 31, 2015 to be approximately 15% higher than our EBITDA for the comparable period in 2014, being in the range of 19.8 million to 20.3 million. Our EBITDA increased at a rate faster than our net revenue for the three months ended December 31, 2015, reflecting our tight control over our operating expenses combined with continued improvement in our procurement terms with suppliers. As of September 30, 2015, as adjusted for the indebtedness incurred by the Parent in connection with the Offering and the use of proceeds therefrom as contemplated under Use of Proceeds, and as further adjusted to give effect to the acquisition of Coler as if it had occurred on September 30, 2015, our debt (net of overdrafts) outstanding would have been million. This information is based solely on preliminary internal information used by management. Our actual consolidated financial results for the three months ended December 31, 2015 may differ from our preliminary estimated results and remain subject to our normal end of period closing procedures and review process, including the adjustments required to present this accounting information in accordance with French GAAP. Those procedures have not been completed. Accordingly, these results may change and those changes may be material. We caution that the foregoing information has not been audited or reviewed by our independent auditors and should not be regarded as an indication, forecast or representation by us or any other person regarding our financial performance for the three months ended December 31,

29 Parent and Issuer information Parent is a limited company and was incorporated in the United Kingdom on July 28, 2014 under the laws of England and Wales. The registered office of Parent is located at 90 Chancery Lane, London WC2A 1EU. The Issuer is a public company with limited liability and was incorporated in the United Kingdom on September 23, 2014 with company number under the laws of England and Wales, as amended (which is also the relevant primary legislation under which the Issuer operates) for the purpose of issuing the Original Notes. The Issuer is a wholly owned subsidiary of Parent. On February 13, 2015, the Issuer changed its name to Alliance Automotive Finance plc. The Issuer is a special purpose vehicle, which will on-lend the net proceeds from the Offering to Alliance Automotive Investment. The Issuer has not engaged in and will not engage in any activity other than the business and activities described or referred to in these listing particulars and servicing the Original Notes, the Additional Fixed Rate Notes and the Notes. The Issuer is managed by its directors in the United Kingdom. The registered office of the Issuer is located at 90 Chancery Lane, London WC2A 1EU and its telephone number is +44 (0) The memorandum and articles of association of the Issuer may be inspected at the registered address of the Issuer. AAG and AAF information AAG is société par actions simplifiée and was incorporated in France on September 12, 2006 with the trade and companies register (registre du commerce et des sociétés) of Paris under registration number RCS Paris. According to its articles of association, AAG is established to carry on, in France and abroad, all or any of the businesses of a holding company and to coordinate all or any part of the businesses and operations of any and all companies within its group. AAG may also provide, among other things, administrative, legal, technical and financial services to any and all companies within its group. AAG may do all such other things as may be considered to be incidental or conducive to any of the these objectives. The registered office of AAG is located at 59 avenue Victor Hugo, Paris, France. AAF is société par actions simplifiée and was incorporated in France on December 13, 2011 with the trade and companies register (registre du commerce et des sociétés) of Nanterre under registration number RCS Nanterre. According to its articles of association, AAF is established to carry on, in France and abroad, all or any of the businesses of a holding company and to coordinate all or any part of the businesses and operations of any and all companies within its group. AAF may also provide, among other things, administrative, legal, technical and financial services to any and all companies within its group. AAF may do all such other things as may be considered to be incidental or conducive to any of the these objectives. The registered office of AAF is located at 20, avenue André Malraux, Levallois-Perret, France. Our Principal Shareholder Blackstone (NYSE: BX) is one of the world s leading investment firms. Blackstone s alternative asset management businesses include investment vehicles focused on private equity, real estate, public debt and equity, non-investment grade credit, real assets and secondary funds, all on a global basis. Through its different investment businesses, as of December 31, 2015, Blackstone had total assets under management of over $330 billion. This is comprised of $94.3 billion in private equity funds, $93.9 billion in real estate funds, $69.1 billion in hedge fund solutions, and $79.1 billion in credit businesses. Blackstone has a strong track record in owning leading companies in the automotive sector, as evidence by its current investments in Gates, as well as its past investments in TRW Automotive Holdings Corp. and American Axle & Manufacturing Inc. 9

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31 CORPORATE STRUCTURE AND CERTAIN FINANCING ARRANGEMENTS The following diagram summarizes our corporate structure and principal outstanding financing arrangements after giving effect to the Offering. The diagram does not include all entities in the Group, nor all of the debt obligations thereof. For a summary of the debt obligations identified in this diagram, please refer to the sections entitled Description of the Notes, Description of Certain Financing Arrangements and Capitalization for further information. Blackstone and Founders (1) Alize LuxCo 1 S.à.r.l. Alize Topco Limited 100% 100% Non-guarantor Guarantor of the Notes, the Original Notes, the Additional Fixed Rate Notes and the Revolving Credit Facility Alize Lower Topco Limited 100% Restricted Group (2) Alliance Automotive Finance plc (the Issuer ) 100% Notes Proceeds Loans (5) Alliance Automotive Holding Limited (the Parent ) Alliance Automotive Investment Limited ( Alliance Automotive Investment ) (6) 100% 50 million Revolving Credit Facility (4) 70 million Notes offered hereby (3) 65 million Additional Fixed Rate Notes 225 million Original Fixed Rate Notes 100 million Floating Rate Notes Poinsetia Participations S.A. ( Poinsetia ) Alliance Automotive Participations S.A. ( Luxco ) 100% 100% Alliance Automotive Group S.A.S. ( AAG ) 100% 100% 100% 100% Alliance Automotive France S.A.S. ( AAF ) Alliance Automotive UK Limited ( AAUK ) Alliance Automotive Germany GmbH 100% 100% 100% 100% 100% Non-Guarantor French Subsidiaries Guarantor French Subsidiaries Non-Guarantor UK Subsidiaries Guarantor UK Subsidiaries Coler Group (1) Blackstone refers to, individually or collectively, any investment fund, co-investment vehicles and/or other similar vehicles or accounts, in each case managed or advised by an affiliate of The Blackstone Group L.P., or any of their respective successors. Blackstone and certain private equity investment funds managed or advised by affiliates of Blackstone indirectly own approximately 70% of Alliance Automotive Investment, while the remaining 30% is indirectly and mainly held by the Founders and certain members of management. (2) The entities in the Restricted Group are subject to the covenants in the Revolving Credit Facility Agreement and the Indenture. (3) The Notes, together with the Original Notes and the Additional Fixed Rate Notes, will be the Issuer s senior obligations. The Notes were guaranteed on a senior secured basis (collectively, the Note Guarantees and each, a Note Guarantee ) by the Parent and certain of its subsidiaries (collectively, the Guarantors ) on the Issue Date. The Guarantors are wholly-owned by the Parent. The Note Guarantees will be subject to certain contractual and legal limitations under applicable laws and may be released under certain circumstances. See Limitations on Validity and Enforceability of the Note Guarantees and the Security Interests and Certain Insolvency Law Considerations and Description of the Notes. On a historical basis (without giving pro forma effect to the 2015 Acquisitions), Guarantors that are subsidiaries of AAG accounted for 490,938,000.00, or 59.6%, of the net assets of AAG and its consolidated subsidiaries as of September 30, 2015 and for 25,582,000.00, or 40.6%, of the EBITDA of AAG and its consolidated subsidiaries for the nine months ended September 30, On a historical basis (without giving pro forma effect to the acquisitions completed in 2014 and 2015), Guarantors that are subsidiaries of AAG accounted for 425,530,000, or 58.3%, of the net assets of AAG and its consolidated subsidiaries as of December 31, 2014 and for 34,178,000, or 49.9%, of the EBITDA of AAG and its consolidated subsidiaries for the year ended December 31, Net assets are calculated by removing any provisions from the total assets. AAG accounted for 178,046,000.00, or 21.6%, of the net assets of AAG and its consolidated subsidiaries as of September 30, 2015 and 2,485,000.00, or 3.9%, of the EBITDA of AAG and its consolidated subsidiaries for the nine months ended September 30, AAF accounted for 240,419,000.00, or 29.2%, of the net assets of AAG and its consolidated subsidiaries as of September 30, 2015 and 12,101,000.00, or 19.2%, of the EBITDA of AAG and its consolidated subsidiaries for the nine months ended September 30, AAG accounted for 148,198,000, or 20.3%, of the net assets of AAG and its consolidated subsidiaries as of December 31, 2014 and 3,033,000, or 4.4%, of the EBITDA of AAG and its consolidated subsidiaries for the year ended December 31, AAF 11

32 accounted for 218,270,000, or 29.9%, of the net assets of AAG and its consolidated subsidiaries as of December 31, 2014 and 12,561,000, or 18.3%, of the EBITDA of AAG and its consolidated subsidiaries for the year ended December 31, There are no material risks specific to AAG or AAF that could impact on their guarantee and there are no encumbrances on their assets that could materially affect their ability to meet their obligations under the guarantees, other than those disclosed in these listing particulars. On a historical basis (without giving pro forma effect to the 2015 Acquisitions), non-guarantor subsidiaries of AAG accounted for 331,819,000.00, or 40.4%, of the net assets of AAG and its consolidated subsidiaries as of September 30, 2015 and 37,364,000.00, or 59.4%, of the EBITDA of AAG and its consolidated subsidiaries for the nine months ended September 30, On a historical basis (without giving pro forma effect to the acquisitions completed in 2014 and 2015), non-guarantor subsidiaries of AAG accounted for 303,881,000, or 41.7%, of the net assets of AAG and its consolidated subsidiaries as of December 31, 2014 and 34,376,000 or 50.1%, of the EBITDA of AAG and its consolidated subsidiaries for the year ended December 31, The Issuer, and the Guarantors that are parent entities of AAG, had no significant assets as of December 31, 2014 or September 30, 2015 nor generated any significant EBITDA for the year ended December 31, 2014 or the nine months ended September 30, In connection with this Offering, we do not intend to have Coler accede as a Guarantor in respect of the Revolving Credit Facility or the Notes. The Notes and the Note Guarantees will be secured on a first-ranking basis (subject to the operation of the Agreed Security Principles and certain perfection requirements, limitations under applicable laws and any Permitted Liens) as described under Description of the Notes Security (collectively, the Notes Collateral ). (4) On November 6, 2014, Alliance Automotive Investment and Parent, among others, entered into the Revolving Credit Facility Agreement to provide for a Revolving Credit Facility of up to 50.0 million. The Revolving Credit Facility is available for drawing by Alliance Automotive Investment, Parent, AAG, AAF and AAUK as original obligors, for general corporate and/or working capital purposes. Under the terms of the Intercreditor Agreement, lenders under the Revolving Credit Facility, certain other indebtedness permitted to be secured by the Notes Collateral and counterparties to certain hedging obligations will receive proceeds from the enforcement of the Notes Collateral in priority to the holders of the Notes. See Description of Certain Financing Arrangements for further information. As of the Issue Date, our Revolving Credit Facility was undrawn. (5) On December 1, 2014, the Issuer entered into the Original Notes Proceeds Loan, under which it lent the net proceeds of the Original Notes to Alliance Automotive Investment. On May 13, 2015, the Issuer entered into the Additional Notes Proceeds Loan, under which it lent the net proceeds of the Additional Fixed Rate Notes to Alliance Automotive Investment. On the Issue Date, the Issuer will make the New Notes Proceeds Loan available to Alliance Automotive Investment. See Use of Proceeds for more information. The Issuer s rights in the New Notes Proceeds Loan will be pledged in favor of the Security Agent and comprise part of the Notes Collateral. See Description of the Notes Security. (6) Alliance Automotive Investment holds 100% of the interests in two non-guarantor subsidiaries, Rolle Investissements SPRL ( Rolle ), a Belgian company, and Isath SPRL ( Isath ), a Belgian company, which in turn hold together approximately a 0.45% interest in Poinsetia Participations S.A. It is intended that Rolle, Isath, Poinsetia and Luxco will be eliminated through a reorganization, making AAG a direct wholly owned subsidiary of Alliance Automotive Investment. The reorganization process is ongoing and will be completed in the coming months. 12

33 THE OFFERING The following is a brief summary of certain terms of the Offering. It may not contain all the information that is important to you. For additional information regarding the Notes and the Note Guarantees, see Description of the Notes, and Description of Certain Financing Arrangements Intercreditor Agreement. Issuer... Notes Offered... Alliance Automotive Finance plc (formerly Alize Finco plc), a public limited company organized under the laws of England and Wales (the Issuer ). 70,000,000 aggregate principal amount of 6.25% Senior Secured Notes due 2021 (the Notes ). The Notes were issued as additional notes under the indenture entered into by the Issuer, among others, dated November 19, 2014, pursuant to which the Original Notes and the Additional Fixed Rate Notes were issued. The Notes sold in reliance on Rule 144A have the same international securities identification numbers ( ISINs ) and common codes as, and became fungible with, the Original Fixed Rate Notes and the Additional Fixed Rate Notes sold in reliance on Rule 144A immediately upon issuance. The Notes sold in reliance on Regulation S have initially been issued bearing temporary ISINs and temporary common codes that differ from the ISINs and common codes under which the Original Fixed Rate Notes and the Additional Fixed Rate Notes sold in reliance on Regulation S currently trade. On and from the earlier of 40 days after the later of the Issue Date and the earliest date or dates permitted under the U.S. federal securities laws, the Notes sold in reliance on Regulation S will be consolidated and will become fully fungible with the Original Fixed Rate Notes and the Additional Fixed Rate Notes sold in reliance on Regulation S for trading purposes and thereafter such Notes will trade under the same ISINs and common codes as such Original Fixed Rate Notes and the Additional Fixed Rate Notes. The Notes (i) have substantially the same terms as those of the Original Fixed Rate Notes and the Additional Fixed Rate Notes and (ii) together with the Original Notes and the Additional Fixed Rate Notes, are treated as a single class for all purposes under the Indenture, including with respect to waivers, amendments, redemptions and offers to purchase, except as otherwise specified with respect to the Notes. Issue Date... Issue Price... February 9, 2016 (the Issue Date ). The issue price for the Notes is % (plus accrued and unpaid interest from December 1, 2015). Maturity Date... December 1, Interest Payment Dates... Interest... Denomination... Ranking of the Notes... Interest on the Notes will be payable semi-annually in arrears on June 1 and December 1 of each year, commencing on June 1, Interest on the Notes will accrue from December 1, The Notes will bear interest at a rate of 6.25% per annum. Each Note will have a minimum denomination of 100,000 and integral multiples of 1,000 in excess thereof. The Notes will: 13

34 be senior obligations of the Issuer, secured as set forth below under Security ; be senior in right of payment to any subordinated indebtedness of the Issuer; rank pari passu in right of payment with all existing and future indebtedness of the Issuer that is not subordinated in right of payment to the Notes, including the Issuer s obligations in respect of the Original Notes, the Additional Fixed Rate Notes and the Revolving Credit Facility as a borrower thereunder; be effectively subordinated to any existing and future indebtedness of the Issuer that will receive proceeds from any enforcement action over the property and assets securing the Notes on a priority basis, including indebtedness under the Revolving Credit Facility, certain hedging obligations and certain other future indebtedness; be effectively senior in right of payment to any existing or future unsecured obligations of the Issuer, to the extent of the value of the Notes Collateral (as defined below) that is available to satisfy the obligations under the Notes; be effectively subordinated to any existing and future indebtedness of the Issuer that is secured by property or assets that do not secure the Notes, to the extent of the value of the property or assets securing such indebtedness; benefit from a guarantee on a senior secured basis from the Guarantors, which guarantees are subject to certain limitations on recovery; and benefit from a security assignment of the Issuer s rights under the Notes Proceeds Loans. Guarantees... The Issuer s obligations under the Notes will be guaranteed (the Note Guarantees ) on a senior secured basis by Alliance Automotive Holding Limited, Alliance Automotive Investment Limited, Alliance Automotive Group S.A.S., Alliance Automotive France S.A.S., Alliance Automotive Participations S.A., Plateforme Préférence Grand Est (formerly CAR Distribution S.A.S.), TPA S.A.S., Alliance Automotive UK Limited, Alliance Automotive UK CV Limited, Alliance Automotive UK LV Limited, Group Auto Union UK and Ireland Limited, Prime Motor Factors Limited and Poinsetia Participations S.A. (collectively, the Guarantors ) as of the Issue Date. The Guarantors are wholly-owned by the Parent. The obligations of the Issuer pursuant to the Notes are guaranteed, fully and unconditionally, jointly and severally on a senior secured basis, by the Guarantors, in each case, subject to and in accordance with the terms of the Indenture. No French Guarantors is acting jointly and severally with the Issuer and the other Guarantors and will be deemed to be a co-débiteur solidaire as to its obligations arising under or in connection with any such guarantee or under the Indenture. On a historical basis (without giving pro forma effect to the 2015 Acquisitions), Guarantors that are subsidiaries of AAG accounted 14

35 for 490,938,000.00, or 59.6%, of the net assets of AAG and its consolidated subsidiaries as of September 30, 2015 and for 25,582,000.00, or 40.6%, of the EBITDA of AAG and its consolidated subsidiaries for the nine months ended September 30, Net assets are calculated by removing any provisions from the total assets. AAG accounted for 178,046,000.00, or 21.6%, of the net assets of AAG and its consolidated subsidiaries as of September 30, 2015 and 2,485,000.00, or 3.9%, of the EBITDA of AAG and its consolidated subsidiaries for the nine months ended September 30, AAF accounted for 240,419,000.00, or 29.2%, of the net assets of AAG and its consolidated subsidiaries as of September 30, 2015 and 12,101,000.00, or 19.2%, of the EBITDA of AAG and its consolidated subsidiaries for the nine months ended September 30, There are no material risks specific to AAG or AAF that could impact on their guarantee and there are no encumbrances on their assets that could materially affect their abilities to meet their obligations under the guarantees, other than those disclosed in the listing particulars. On a historical basis (without giving pro forma effect to the 2015 Acquisitions), non-guarantor subsidiaries of AAGaccounted for 331,819,000.00, or 40.4%, of the net assets of AAG and its consolidated subsidiaries as of September 30, 2015 and 37,364,000.00, or 59.4%, of the EBITDA of AAG and its consolidated subsidiaries for the nine months ended September 30, The Note Guarantees will be subject to certain contractual and legal limitations under applicable laws, and may be released in certain circumstances. See Limitations on Validity and Enforceability of the Note Guarantees and the Security Interests and Certain Insolvency Law Considerations, Description of the Notes Note Guarantees and Risk Factors Risks Related to our Structure. Ranking of the Note Guarantees... Each Note Guarantee will: be a senior obligation of the relevant Guarantor, secured on a first- priority basis as set forth below under Security ; be senior in right of payment to any subordinated indebtedness of the relevant Guarantor; rank pari passu in right of payment with all existing and future indebtedness of that Guarantor that is not subordinated in right of payment to such Guarantor s Note Guarantee; be effectively subordinated to any existing and future indebtedness of the Guarantor that will receive proceeds from any enforcement action over the property and assets securing such Note Guarantee on a priority basis, including indebtedness under the Revolving Credit Facility, certain hedging obligations and certain other future indebtedness; be effectively senior in right of payment to any existing and future unsecured obligations of the relevant Guarantor or on a basis junior to its Note Guarantee to the extent of the value of the Notes Collateral (as defined below) that is available to satisfy the obligations under the Note Guarantees; and be effectively subordinated to any existing and future indebtedness of that Guarantor that is secured by property or 15

36 assets that do not secure that Guarantor s Note Guarantee on an equal basis, to the extent of the value of the property or assets securing such indebtedness. The Note Guarantees will be subject to the terms of the Intercreditor Agreement, and will be released in certain circumstances. See Description of Certain Financing Arrangements Intercreditor Agreement. Security... As of the Issue Date, the Notes and the Note Guarantees will be secured on a first-ranking basis, subject to the operation of the Agreed Security Principles, certain perfection requirements and any Permitted Liens, by security interests granted over: the shares of the Issuer and Alliance Automotive Investment; certain assets of the Issuer and Alliance Automotive Investment pursuant to a customary fixed and floating charge debenture: the shares of Poinsetia held by Alliance Automotive Investment and the shares of Financière Précisium S.A.S. held by AAF; the shares of AAG, the shares of Luxco, the shares of Alliance Automotive UK Limited, the shares of AAF, the shares of TPA S.A.S., the shares of Plateforme Préférence Grand Est, and the bonds (obligations) issued by AAG; certain assets of AAUK, Group Auto Union UK and Ireland Limited, Prime Motor Factors Limited, Alliance Automotive UK LV Limited, Alliance Automotive UK CV Limited pursuant to a customary fixed and floating charge debenture; intra-group receivables of AAG, AAF, Alliance Automotive Investment and Poinsetia; and bank accounts of AAG, AAF, TPA S.A.S. and Plateforme Préférence Grand Est; (collectively, the Notes Collateral ). See Description of the Notes Security. The Notes Collateral has been granted in connection with the Original Notes, the Additional Fixed Rate Notes and the Revolving Credit Facility and was automatically granted in connection with the Notes on the Issue Date pursuant to the Collateral Documents entered into in connection with the Original Notes and the Revolving Credit Facility. In addition to the Notes Collateral, the Revolving Credit Facility is secured on a first-ranking basis, subject to the operation of the Agreed Security Principles, certain perfection requirements and any Permitted Liens, by the Notes Collateral. See Description of Certain Financing Arrangements Revolving Credit Facility. The Intercreditor Agreement provides that lenders under the Revolving Credit Facility, certain other indebtedness permitted to be secured by the Notes Collateral and counterparties to certain hedging obligations will receive the proceeds from the enforcement of the Notes Collateral in priority to holders of the Notes. See 16

37 Description of the Notes Security and Description of Certain Financing Arrangements Intercreditor Agreement for further information. The security interests securing the Notes may be limited by applicable law or subject to certain defenses that may limit their validity and enforceability. For more information, see Risk Factors Risks Related to our Structure. The security interests securing the Notes may be released under certain circumstances. See Risk Factors Risks Related to our Structure, Description of the Notes Security and Description of Certain Financing Arrangements Intercreditor Agreement. Additional Amounts... Optional Redemption... All payments with respect to the Notes or a Note Guarantee will be made free and clear of and without withholding or deduction for or on account of any taxes unless the withholding or deduction of such taxes is then required by law. If withholding or deduction is required by law in any relevant taxing jurisdiction, subject to certain exceptions, the Issuer and the Guarantors will pay such additional amounts as may be necessary so that the net amount received by any holder of Notes after such withholding or deduction (including any such deduction or withholding in respect of such additional amounts) will equal the amount such holder would have received if such withholding or deduction had not been required. See Description of the Notes Withholding Taxes. On or after November 19, 2017, the Issuer may, at its option, redeem all or a portion of the Notes, at any time or from time to time, at the redemption prices listed in Description of the Notes Optional Redemption. Prior to November 19, 2017, the Issuer may, at its option, redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes plus a make whole premium. At any time prior to November 19, 2017, the Issuer may, at its option, redeem up to 40% of the aggregate principal amount of the Fixed Rate Notes (including the principal amount of any Additional Notes) with the proceeds of certain equity offerings at a redemption price equal to % of the principal amount of such Notes to be redeemed, plus accrued and unpaid interest, if any; provided that at least 60% of the aggregate principal amount of the aggregate Fixed Rate Notes (including the principal amount of any Additional Notes) remains outstanding immediately after the redemption. See Description of the Notes Optional Redemption. Optional Redemption for Tax Reason... Original Issue Discount... In the event of certain developments affecting taxation, the Issuer may redeem the relevant Notes in whole, but not in part, at any time, at a redemption price of 100% of the principal amount, plus accrued and unpaid interest, if any, and additional amounts, if any, to the date of redemption. See Description of the Notes Redemption for Taxation Reasons. The Notes are issued for United States federal income tax purposes in a qualified reopening of the Original Fixed Rate Notes, which were issued with original issue discount ( OID ) for United States federal income tax purposes. Accordingly, the Notes will be treated as issued with OID for United States federal income tax purposes. Subject to the possible application of rules governing acquisition premium or bond premium, in addition to the stated interest on the 17

38 Notes, a holder that is subject to United States federal income tax will be generally required to include any OID in gross income (as ordinary income) as it accrues (on a constant yield to maturity basis) in advance of the receipt of cash payments attributable to such OID and regardless of such holder s regular method of accounting for United States federal income tax purposes. See Certain Tax Considerations Certain United States federal income tax consequences Original issue discount ). Change of Control... Certain Covenants... Upon the occurrence of certain events constituting a change of control, the Issuer may be required to offer to repurchase the Notes at a purchase price in cash equal to 101% of their aggregate principal amount, plus accrued and unpaid interest and additional amounts, if any, to the date of purchase. The Indenture limits, among other things, our ability to: incur or guarantee additional indebtedness and issue certain preferred stock; pay dividends or make other distributions or purchase or redeem our stock; make investments or other restricted payments; transfer or sell assets; engage in certain transactions with affiliates; create liens on assets to secure indebtedness; impair the security interests for the benefit of the holders of the Notes; and merge or consolidate with other entities. Each of these covenants is subject to significant exceptions and qualifications and will be suspended with reference to the Notes if and when, and for so long as, the Notes are rated investment grade. See Description of the Notes Certain Covenants. Transfer Restrictions... No Prior Market... The Notes and the Note Guarantees have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any other jurisdiction. The Notes are subject to restrictions on transferability and resale and may only be offered or sold in transactions that are exempt from, or not subject to, the registration requirements of the U.S. Securities Act. We have not agreed to, or otherwise undertaken to, register the Notes (including by way of an exchange offer) under the U.S. Securities Act. See Transfer Restrictions and Plan of Distribution. The Notes will be new securities for which there is currently no established trading market. Although the Initial Purchasers have advised us that they intend to make a market in the relevant Notes, they are not obligated to do so and they may discontinue marketmaking at any time without notice. Accordingly, there is no assurance that an active trading market will develop for the Notes. 18

39 Listing... Governing Law for the Notes, the Note Guarantees and the Indenture... Governing Law for the Intercreditor Agreement... Governing Law for the Collateral Documents... Trustee... Irish Listing Agent... Paying Agent... Registrar and Transfer Agent... Security Agent... Risk Factors... The Original Notes and the Additional Fixed Rate Notes have been admitted to the Official List of the Irish Stock Exchange and admitted to trading on its Global Exchange Market. Application has been made for listing particulars to be approved by the Irish Stock Exchange and for the Notes to be admitted to the Official List of the Irish Stock Exchange and admitted to trading on its Global Exchange Market. New York. England and Wales. France, England and Wales and Luxembourg. Wilmington Trust, National Association. Deutsche Bank Luxembourg S.A. Deutsche Bank AG, London Branch. Deutsche Bank Luxembourg S.A. The Royal Bank of Scotland plc. Investing in the Notes involves a high degree of risk. See the Risk Factors section in these listing particulars for a description of certain of the risks you should carefully consider before investing in the Notes. 19

40 SUMMARY HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA The following tables present the summary consolidated historical and unaudited condensed pro forma financial and other data as of and for the periods indicated below: the summary unaudited consolidated income statements, balance sheet information and cash flow information of AAG as of and for the nine months ended September 30, 2014 and 2015, has been derived from the unaudited interim consolidated financial statements of AAG as of and for the nine months ended September 30, 2015; the summary consolidated income statements, balance sheet information and cash flow information of (i) AAG as of and for the two years ended December 31, 2013 and 2014 and (ii) Financière Poinsetia as of and for the year ended December 31, 2012, has been derived from the audited consolidated financial statements of AAG as of and for the two years ended December 31, 2013 and 2014, respectively, and Financière Poinsetia as of and for the year ended December 31, 2012; certain financial data for the twelve months ended September 30, 2015, which has been derived by adding the unaudited interim consolidated financial information of AAG for the nine months ended September 30, 2015 to the audited consolidated financial information of AAG for the year ended December 31, 2014 and subtracting the unaudited interim consolidated financial information of AAG for the nine months ended September 30, 2014; and the summary pro forma unaudited consolidated financial information of AAG for the year ended December 31, 2013 has been derived from the unaudited condensed pro forma financial information presented under Unaudited Condensed Pro Forma Financial Information, for the purposes of adjusting for the effects of the 2013 Business Combinations. For more information, see Presentation of Financial and Other Data 2013 Unaudited Condensed Pro Forma Financial Information and Unaudited Condensed Pro Forma Financial Information. Our audited consolidated financial information as of and for the year ended December 31, 2012 is presented for Financière Poinsetia and its consolidated subsidiaries. As a result of the FAI Reorganization, financial statements prepared by AAG as of and for the nine months ended September 30, 2014 and 2015 and the years ended December 31, 2013 and 2014 may differ and may not be directly comparable to the financial statements presented for Financière Poinsetia. The financial information presented as of and for the year ended December 31, 2012 does not materially differ from the information that AAG would present on a pro forma basis including FAI, given the limited impact of FAI on our results of operations. We have not included historical financial information of the Parent, Alliance Automotive Investment, or the Issuer, as these entities were formed for the purposes of facilitating the Acquisition and the issuance of the Original Notes and, therefore, do not have a substantial operating history. We have not included historical financial information of Poinsetia and Luxco, as these entities are holding entities and do not have a substantial operating history. The Parent is the holding company for the Group and has no revenue-generating operations or operating assets of its own, other than the ownership of the share capital of its direct subsidiaries, Alliance Automotive Investment and the Issuer. On the Completion Date, Alliance Automotive Investment acquired indirectly the entire share capital of AAG. Prior the Completion Date, the Parent, Alliance Automotive Investment and the Issuer had no material assets or liabilities other than in respect of the issuance of the Original Notes and did not engage in any activities other than those related to the Acquisition and the issuance of the Original Notes. As of the date of these listing particulars, Parent is the direct parent company of Alliance Automotive Investment and the indirect holding company of AAG. As a result, we have included and discussed in these listing particulars the unaudited consolidated financial information of AAG as of and for the nine months ended September 30, 2014 and 2015, the audited consolidated financial information of AAG as of and for the years ended December 31, 2013 and 2014, the audited consolidated financial information of Financière Poinsetia as of and for the year ended December 31, 2012, as well as certain financial information of AAG for the twelve months ended September 30, Both Parent and Alliance Automotive Investment are holding companies with no independent business operation or significant assets other than investments in AAG and were formed for the purpose of facilitating the Acquisition and the issuance of the Original Notes. 20

41 The material differences between the Parent s results of operations and AAG s historical consolidated financial information relate to (i) the indebtedness and interest expense incurred in connection with the Original Notes issued as part of the Acquisition and the Additional Fixed Rate Notes issued on May 13, 2015, compared to the outstanding indebtedness and interest expense of AAG and (ii) the impact of the purchase price allocation performed in connection with the Acquisition (including adjustments to goodwill). As a result, the Parent s results of operations and the historical results of operations for AAG, respectively, are not directly comparable. See the consolidated financial statements of AAG and the notes thereto included elsewhere in these listing particulars for further information. The financial information below includes certain non-gaap measures used to evaluate our economic and financial performance. These measures are not identified as accounting measures under French GAAP and therefore should not be considered as an alternative measure to evaluate our performance. See Presentation of Financial and Other Data Non-GAAP and Other Financial Measures. The non-gaap measures are not measures of performance or liquidity under French GAAP or any other generally accepted accounting principles. Investors should not place any undue reliance on these non- GAAP measures and should not consider these measures as: (a) an alternative to operating income or net income as determined in accordance with generally accepted accounting principles, or as measures of operating performance; (b) an alternative to cash flows from operations, investing or financing activities, as determined in accordance with generally accepted accounting principles, or as a measure of our ability to meet cash needs; or (c) an alternative to any other measures of performance under generally accepted accounting principles. These measures are not indicative of our historical operating result, nor are they meant to be predictive of future results. These measures are used by our management to monitor the underlying performance of the business and the operations. Since all companies do not calculate these measures in an identical manner, our presentation may not be consistent with similar measures used by other companies. Therefore, investors should not place undue reliance on this data. Investors should read this section together with the information contained in Use of Proceeds, Capitalization, Management s Discussion and Analysis of Financial Condition and Results of Operations and Annex A: Summary of Certain Differences between French GAAP and IFRS, and the consolidated financial statements of AAG included elsewhere in these listing particulars. Consolidated Income Statement Data Twelve months ended September 30, Historical Pro Forma Historical Nine months ended Year ended September 30, December 31, (1) ( in thousands) Income Statement Data Sale of goods... 1,161, , ,362 1,073,132 1,081, , ,314 Production sold services ,115 83,407 62, ,674 73,488 71,533 70,057 Net revenue... 1,289, , ,328 1,180,806 1,155, , ,371 Release of amortization and provisions... 12,753 8,451 5,650 9,952 10,344 7,982 8,306 Transferred charges... 3,703 2,808 3,100 3,995 6,141 3,179 3,825 Other income ,149 1, , ,305 Operating income... 1,307,204 1,006, ,121 1,195,573 1,173, , ,807 Purchase of goods... (970,101) (746,213) (664,597) (888,485) (877,057) (644,754) (619,209) Movement in inventory... 4,446 1, ,204 (1,522) (2,210) 2,227 Other purchases and external costs... (85,515) (65,500) (61,350) (81,365) (80,667) (57,164) (52,747) Other taxes... (12,822) (9,715) (8,187) (11,294) (11,209) (8,534) (7,461) Wages and salaries... (109,921) (84,178) (74,651) (100,394) (93,022) (71,605) (63,823) Employment profit-sharing plan... (1,062) (963) (709) (808) (720) (659) (614) Social security charges... (33,558) (26,087) (24,900) (32,371) (32,881) (24,622) (22,704) Operating depreciation charges and provisions: On fixed assets: depreciation charge... (11,196) (7,724) (8,053) (11,525) (9,491) (7,939) (6,606) On current assets and increases in provisions... (13,074) (9,586) (8,386) (11,874) (10,201) (7,619) (8,247) Other expenses... (5,255) (2,787) (2,164) (4,632) (4,720) (2,605) (1,888) Operating expenses... (1,238,058) (951,530) (852,015) (1,138,544) (1,121,490) (827,711) (781,072) Operating results... 69,146 55,222 43,105 57,029 51,534 40,589 34,735 21

42 Twelve months ended September 30, Historical Pro Forma Historical Nine months ended September 30, Year ended December 31, (1) ( in thousands) Financial income... 2, ,883 2,620 1,407 1,266 Financial costs... (43,583) (20,972) (19,706) (42,317) (20,272) (20,341) Net financial result... (41,894) (20,021) (17,824) (39,697) (18,865) (19,075) Result before tax and extraordinary items... 27,251 35,200 25,281 17,332 21,724 15,660 Extraordinary result... (11,942) (576) (1,319) (12,685) (1,997) (954) Income tax expense... (12,591) (10,426) (7,504) (9,669) (7,710) (6,878) Deferred income tax... 6, ,957 10,785 (1,213) 40 Profit from fully consolidated companies... 8,750 24,400 21,415 5,764 10,804 7,869 Good will amortization of fully consolidated companies... (16,755) (12,573) (11,319) (15,501) (12,326) (12,210) Net consolidated profit/(loss) for the period... (8,002) 11,833 10,097 (9,738) (1,552) (4,341) As of September 30, As of December 31, ( in thousands) Condensed Balance Sheet Data Intangible assets , , , ,857 Tangible assets... 35,295 32,358 33,058 36,935 Financial assets... 7,114 12,065 6,268 5,259 Non-current Assets , , , ,052 Inventories and work in progress , , ,095 85,248 Accounts receivable , , , ,311 Other assets ,285 85,532 65,467 39,594 Current Assets , , , ,153 Cash and short term deposits... 81,262 68,093 58,287 50,509 Total assets , , , ,714 Equity group share... 5,039 (4,347) 7,965 1,556 Non-controlling interests... 14,481 14,139 13,390 10,571 Provisions for liabilities and charges... 12,163 12,491 15,480 10,875 Financial liabilities , , , ,780 Trade payable , , , ,360 Other liabilities... 95,714 83,949 72,476 47,933 Deferred income... 3,682 2,799 2,631 1,639 Total liabilities , , , ,712 Total equity and liabilities ,97 729, ,77 525,714 Nine months ended September 30, Year ended December 31, ( in thousands) Summary Cash Flow Data Net cash flow from operations... 29,321 19,845 25,846 15,003 14,949 Net cash flow used in investing activities... (51,425) (7,245) (14,813) (33,416) (7,447) Net cash flow from/(used in) financing activities... 42,304 (13,830) (5,750) 6,156 (5,262) Impact of exchange rate fluctuations... 1,679 2,020 1,877 (562) 365 Net cash flow... 21, ,160 (12,819) 2,605 22

43 Historical Proforma Historical Twelve months ended September 30 September 30, Year ended December 31, (1) ( in millions, other than percentage) Other Financial Data EBITDA (2)... 80,342 62,946 51,158 68,554 61,025 48,528 41,341 EBITDA margin (3 ) % 6.33% 5.78% 5.81% 5.28% 5.67% 5.15% Adjusted EBITDA (2)... 95,974 Capital expenditures (4)... (11,709) (8,316) (5,645) (9,038) (8,394) (7,994) (7,479) Cash flow conversion (5) % 86.8% 89.0% 86.8% 86.2% 83.5% 81.9% As of the nine months As of and for the year ended September 30, December ( in millions, other than site information) Other Operating Data Number of sites (at end of period)(6)... 1,700 1,451 1,446 1,029 of which Affiliated outlets... 1,472 1,237 1, Wholly owned outlets Revenue by geography... France United Kingdom Adjusted financial data Adjusted for the Offering, and the acquisition of Coler as of and for the twelve months ended September 30, 2015 ( in millions, other than ratios) Adjusted cash and cash equivalents (7) Adjusted net debt (8) Adjusted cash interest expense (9) Ratio of adjusted net debt to Adjusted EBITDA (2)(8) x Ratio of Adjusted EBITDA to adjusted cash interest expense (2)(9) x (1) During the course of 2013, we carried out the 2013 Business Combinations and integrated certain businesses to our activities. In light of these business combinations and their impact on the scope of the consolidation, an unaudited condensed pro forma income statement for the year ended December 31, 2013, is presented in accordance with paragraph 423 of CRC ruling. The unaudited condensed pro forma consolidated income statement of AAG for the year ended December 31, 2013 has been prepared as described in the basis of presentation in Unaudited Condensed Pro forma Financial Information, and is not intended to comply with the requirements of Regulation S-X of the U.S. Securities Act. The pro forma financial information of AAG for the year ended December 31, 2013 is for informational purposes only and is not intended to represent or to be indicative of the consolidated results of operations or financial position of AAG, had the 2013 Business Combinations occurred on January 1, The actual historical results may differ significantly from those reflected in the pro forma financial information of AAG for the year ended December 31, 2013 for a number of reasons, including, but not limited to, differences between the assumptions used to prepare the unaudited condensed pro forma financial information and actual amounts. As a result, the unaudited condensed pro forma financial information of AAG for the year ended December 31, 2013 does not purport to be indicative of the financial condition or results of operations of AAG, had the 2013 Business Combinations occurred on January 1, For more information, see Presentation of Financial and Other Data 2013 Unaudited Condensed Pro forma Financial Information and Unaudited Condensed Pro forma Financial Information. (2) We present EBITDA and Adjusted EBITDA as further supplemental measures of our performance. EBITDA represents our operating result before operating depreciation charges on fixed assets. Adjusted EBITDA is defined as EBITDA adjusted for estimated run-rate EBITDA contribution and effect of synergies in connection with certain of our 2015 Acquisitions, French business tax (Cotisation sur la Valeur Ajoutée des Entreprises, or CVAE ), the anticipated loss of one of our affiliated distributors and the effect of removing from our consolidation perimeter the results of operations of Alliance Auto Industrie. We believe that EBITDA and Adjusted EBITDA are useful performance measures. However, none of EBITDA and Adjusted EBITDA are a measure under French GAAP or any other internationally accepted accounting principles. Therefore, EBITDA and Adjusted EBITDA should be viewed as supplemental to, but not as a substitute for, operating profit, net profit, cash flow from operations or for any other income statement or cash flow statement data determined in accordance with French GAAP. Because not all companies define this measure in the same way, EBITDA and Adjusted EBITDA, as shown in these listing particulars, may not be comparable to similarly-titled measures used by other companies. In addition, we are likely to incur expenses similar to the adjustments in this presentation in the future and certain of these items could be considered recurring in nature. Our presentation of EBITDA and Adjusted EBITDA should not be construed as 23

44 an inference that our future results will be unaffected by unusual or non-recurring items. See Presentation of Financial and Other Data. The reconciliation of operating result to EBITDA to Adjusted EBITDA for the periods indicated is as follows: Twelve months ended September 30 Historical Proforma Historical Nine months ended September 30, Year ended December 31, (1) ( in millions) Operating result... 69,146 55,222 43,105 57,029 51,534 40,589 34,735 Depreciation charges on fixed assets 11,196 7,724 8,053 11,525 9,491 7,939 6,606 EBITDA (a)... 80,342 62,946 51,158 68,554 61,025 48,528 41,341 Estimated run-rate EBITDA contribution 9,594 and effect of synergies in connection with the 2015 Acquisitions that we completed after September 30, 2015 (b)... Estimated run-rate EBITDA contribution 5,078 and effect of synergies in connection with the 2015 Acquisitions that we completed prior to September 30, 2015 for periods not included in our historical results (c)... CVAE tax considered as corporate income 3,055 tax (d)... Termination of a distribution contract with (1,625) an affiliated distributor (e)... Other adjustments (f)... (470) Adjusted EBITDA... 95,974 (a) (b) (c) EBITDA for the year ended December 31, 2013, as compared to the prior year, includes (i) 4.2 million of EBITDA from improved sales and trading terms in our historical perimeter (including the effects of foreign exchange related to our UK operations), (ii) 1.9 million of EBITDA related to the six-month contribution of the TPA Acquisition, (iii) 0.6 million of EBITDA related to the one- month contribution of the Precisium Acquisition and (iv) 0.4 million related to the one-month contribution of the FAI Reorganization. Pro Forma EBITDA for the year ended December 31, 2013, compared to historical EBITDA for the same period, includes (i) an additional 2.0 million related to the TPA Acquisition, assuming an additional sixmonth contribution to EBITDA as if the TPA Acquisition had occurred on January 1, 2013, (ii) an additional 7.2 million related to the Precisium Acquisition, assuming an additional eleven-month contribution to EBITDA, as if the Precisium Acquisition had occurred on January 1, 2013 and (iii) an additional 3.2 million related to the FAI Reorganization, assuming an additional eleven-month contribution to EBITDA, as if the FAI Reorganization had occurred on January 1, See Management s Discussion and Analysis of Financial Condition and Results of Operations Results of Operations for AAG Year ended December 31, 2013 compared to year ended December 31, 2012 and Unaudited Condensed Pro Forma Financial Information included elsewhere in these listing particulars. Reflects the estimated run-rate EBITDA contribution and effect of synergies related to our acquisition of Coler, which occurred on December 9, 2015, assuming that this acquisition had occurred on October 1, We have calculated run-rate EBITDA for Coler by annualizing its EBITDA for the six months ended December 31, The synergies we have estimated in this add back consist primarily of (i) the run-rate effect of certain adjustments agreed under the acquisition agreement with the seller of Coler, including adjustments relating to rent payments, compensation for senior management and certain sale and leaseback arrangements and (ii) purchasing synergies that, based on our review of Coler s existing arrangements with its suppliers, and our experience with acquiring businesses of similar size and scale, we expect to realize by way of additional rebates and reduction in the price of goods sold once the pricing terms available to our Group are fully extended to Coler s purchase requirements. Reflects, for the portion of the twelve months ended September 30, 2015 during which the financial results of the entities listed below were not consolidated within our financial results, the estimated aggregate EBITDA contribution and the run-rate effect of synergies, assuming that the acquisitions of (i) C.T. Autoparts Limited, which occurred on January 9, 2015, (ii) Techni Freins, Atlantic Accessoires Diffusion and Super Friens et Centre Technique du Frein, which occurred on January 15, 2015, (iii) United Aftermarket Network Limited, which occurred on February 27, 2015, (iv) Théret, which occurred on March 3, 2015, (v) Motex Automotive Distribution Limited, which occurred on March 31, 2015, (vi) Saint Amand Service France, which occurred on May 6, 2015, (vii) Industrial Friction Services Limited, which occurred on June 30, 2015, (viii) CAT Automotive Limited, which occurred on June 30, 2015, (ix) Groupe Chambon, which occurred on July 20, 2015 and (x) Frenco Service Replacements Limited, which occurred on August 12, 2015, had occurred on October 1, In the case of our newly acquired businesses, it generally takes a few months for their EBITDA to mature and reflect the full impact of synergies. For this reason, when estimating run-rate EBITDA for our newly acquired businesses, we annualize the EBITDA generated by these businesses only after their first few months of operation. Accordingly, in calculating run-rate EBITDA for the French and UK businesses that we acquired in 2015, we have given run-rate effect to the EBITDA for the four months ended December 31, 2015 generated by these businesses, for the portion of the twelve months ended September 30, 2015 during which the financial results of these entities were not consolidated within our financial results. While we have adopted the same approach in calculating run-rate EBITDA for businesses that we acquired toward the end of the twelve months ended September 30, 2015, we believe that the EBITDA of these businesses is not entirely reflective of what we expect their EBITDA to be once their operations become more mature. 24

45 The synergies that we have estimated in this add back consist primarily of (i) purchasing synergies that, based on our review of the existing arrangements of these businesses with their suppliers, and our experience with acquiring businesses of similar size and scale, we expect to realize by way of additional rebates and reduction in the price of goods sold once the pricing terms available to our Group are fully extended to these newly acquired businesses and (ii) incremental management fees that we expect to receive from our suppliers due to the higher volumes of business that we expect to conduct with them through our trading groups as a result of our acquisition of several affiliated independent distributors in the year Affiliated independent distributors that we acquire use our trading group to source a greater proportion of their purchasing requirements through us than they did prior to becoming our subsidiaries. (d) (e) (f) CVAE (Cotisation sur la valeur ajoutée des entreprises) is a French business tax (based on sales less direct costs), which is accounted for as an operating expense under French GAAP, but is economically similar to income tax, and we have consequently added back for the purposes of this presentation. Reflects the EBITDA and run-rate effect of the loss related to the termination of the distribution contract with one of our affiliated distributors expected on March 31, Reflects certain fees and costs that were accounted for at the level of AAG until November 30, Since the Completion Date, such fees and costs were accounted for at the Parent. However, since January 1, 2015, these fees and costs are fully re-invoiced to AAG. This add back also reflects our estimated EBITDA and run-rate effect of removing from our consolidation perimeter the results of operations of Alliance Auto Industrie ( AAI ), a joint venture enterprise in which we previously had an ownership interest of 50%, which was reduced to 33% effective July (3) EBITDA margin is defined as EBITDA divided by net revenues. For a description of the limitations of EBITDA margin as a financial measure, see Presentation of Financial and Other Data. (4) Capital expenditures refer to our expenditures in the purchase of tangible and intangible assets. On a pro forma basis, capital expenditures for the year ended December 31, 2013 are adjusted to include capital expenditures of Precisium Group. Capital expenditure for the periods presented does not include our capital expenditure related to acquisitions. (5) Cash flow conversion represents EBITDA less capital expenditures, divided by EBITDA, for the periods presented. (6) Represents the number of sites operated by our wholly owned distributors and our affiliated distributors at the end of each period presented. (7) Adjusted cash and cash equivalents represents total cash and cash equivalents, as adjusted to give effect to the Offering and the use of proceeds of the Offering as contemplated under Use of Proceeds (excluding accrued and unpaid interest on the Notes from December 1, 2015) and the acquisition of Coler as if it had occurred on September 30, (8) Adjusted net debt represents financial indebtedness as of September 30, 2015, as adjusted to give effect to (i) the Offering, including the use of proceeds of the Offering as contemplated under Use of Proceeds and (ii) the acquisition of Coler, as if such transactions had occurred on September 30, 2015, less adjusted cash and cash equivalents. See Capitalization. (9) Adjusted cash interest expense represents the cash interest expense of the Parent on a consolidated basis in relation to the each of the following (assuming the related indebtedness had been outstanding as of October 1, 2014): (i) commitment fees in relation to the undrawn portion of our Revolving Credit Facility, (ii) cash interest expense on the Original Notes, the Additional Fixed Rate Notes and the Notes, and (iii) net cash interest expense on certain other debt that will remain outstanding (including debt outstanding at Coler). See Capitalization. 25

46 RISK FACTORS An investment in the Notes involves risks. In addition to considering carefully, in light of the circumstances and your individual investment objectives, the information contained elsewhere in these listing particulars, you should carefully consider the risks described below before investing in the Notes. If any of the events described below actually occurs, our business, results of operations, financial condition or prospects could be materially adversely affected and, accordingly, the value and the trading price of the Notes may decline, resulting in a loss of all or part of any investment in the Notes. Furthermore, the risks and uncertainties described herein may not be the only ones that we face. Additional risks and uncertainties not presently known to us or that we currently consider to be immaterial may also have a material adverse effect on our business, results of operations, financial condition or prospects. In these Risk Factors, references to the term Notes refers to the Notes as well as the Original Notes and the Additional Fixed Rate Notes, unless the context otherwise requires or is clear from context. Risk Related to Our Business Material disruptions at our warehouses or distribution centers could negatively impact our financial results. As of September 30, 2015, our distribution network infrastructure comprised 19 storage warehouses (including both national and regional storage warehouses and technical platforms), connected to approximately 1,700 sites, located in France and the United Kingdom. A material disruption at any one of our warehouses or distribution centers caused, for example, by the revocation of, or disputes over, permits and licenses from governmental authorities, inadequacies in the transport infrastructure, sudden reductions in the workforce or work stoppages, natural disasters, strikes, or breakdowns in equipment and other events, could affect our ability to meet customer demand in a timely manner or at all, which, in turn, could have a material adverse effect on our business, results of operations or financial condition. In addition, our insurance coverage may be insufficient to cover any damages that may arise or to compensate us for any losses that we may incur, due to such interruption of our operations. We rely on information technology systems to conduct our day-to-day operations, and the failure or unavailability or disruptions of such technology systems or our inability to keep pace with new information technology developments could have a material adverse effect on our operations by, among other things, limiting our capacity to effectively monitor and control our supply flows. We rely heavily on information systems to track and efficiently manage our orders, stock levels and procurement needs, and otherwise conduct our business. A failure of a major system, or a major disruption of communications between the system and the locations it serves, could cause a loss of orders both from our end customers and distributors, interfere with our ability to manage our storage and logistic operations and otherwise materially adversely affect our ability to manage our business effectively. Our systems designs and business continuity plans may not be sufficient to appropriately respond to any such failure or disruption. In addition, to achieve our strategic objectives and remain competitive, we must continue to develop and enhance our information systems in order to meet market needs and keep pace with new information technology developments. This may require investment in and development of new proprietary software, or other technology, the acquisition of equipment and software, or upgrades to our existing systems. No assurance can be given that we will be able to anticipate such developments or have the resources to acquire, design, develop, implement or utilize, in a cost-effective manner, information systems that provide the capabilities necessary for us to compete effectively. Any failure to adapt to technological developments could have an adverse effect on our business, results of operations and financial condition. The software we use and develop in collaboration with third party software companies facilitates our ability to efficiently manage supply flows and to provide management with operational data. We depend on the continuous availability and reliability of our information technology platform, which, in turn, depends on the functioning of our information technology hardware and is, therefore, subject to operational risks such as the occurrence of equipment failures, power interruptions and unlawful conduct by third parties. The performance of our information technology systems also depends, among other things, on our ability to effectively safeguard our information technology systems and related equipment against damage from interruptions to telecommunication services and from computer viruses. The occurrence of any such events, and 26

47 any consequent slowdown or interruption to telecommunication services may impair our ability to efficiently manage supply flows, which could, in turn, have a material adverse effect on our business, results of operations and financial condition. We cannot assure you that we will be able to maintain and upgrade our information technology systems in a manner that will avoid interruptions or disruptions of such systems. A failure or inability to maintain and upgrade our information technology systems may have a material adverse effect on our business, result of operations and financial condition. Our sales depend on the age, number and mileage of vehicles used in France, the UK and Germany, and the length of service intervals and a decrease in road transportation and miles travelled on the road could adversely affect our business and results of operations. The demand for the products that we distribute is affected by the age, number and mileage of the car parc in France, the UK and Germany, as well as the length of service intervals. As vehicles get older, expenses for spare parts generally increase. Consequently, a decline in the average age of vehicles could lead to decreased demand for the products that we distribute and our services. We also believe that repairs are currently being made at a later date and to a lesser extent. The technological and qualitative improvements of many automotive components can lead to a decrease in demand for spare parts, which could have a material adverse effect on our business, results of operations or financial condition. A decline in the use of vehicles could result in a related decrease in demand for automotive spare parts. Factors such as higher gasoline prices or gasoline taxes, a significant deterioration in economic conditions, environmental concerns or limitations on tax breaks for commuting costs, the introduction of a road charge and potential speed limits in cities could reduce vehicle spending. Similarly, changes in traveling or commuting behavior (for example, through the increased use of public transport or light vehicle sharing) or continuing urbanization could impact demand for the products that we distribute and our services. Such a decline in demand could have a material adverse effect on our business, results of operations or financial condition. Our business depends on the use of road transportation. A high amount of miles travelled on the road is crucial for our business because high mileage vehicles typically have a greater need for repair services and spare parts. A decrease in miles travelled due to, for example, an increase in fuel prices, inclement weather, general economic conditions or governmental incentive programs discouraging car and truck transportation or encouraging the use of public transportation, respectively, could have a material adverse effect on our business, results of operations and financial condition. A portion of our business in Germany is directly related to vehicle sales and production by large OEMs, and demand for OEM spare parts in Germany is largely dependent on the industrial output of the automotive industry. Our sales of OEM spare parts in Germany are directly related to levels of vehicle production in Germany, particularly the light vehicle market, and are therefore affected by the factors that generally affect the automotive industry. Our business is exposed to risks associated with economic conditions in France, the UK, Germany and worldwide. The demand for certain of the products we distribute may be impacted by economic conditions in France, the UK and Germany, and our business is impacted by growth in the French, UK and German economies, as well as in Europe in general. The automotive spare parts aftermarket tends to be affected in the early period of a recession, when end-customers delay the maintenance of their automotive. Simultaneously, destocking occurs at all levels of the spare parts supply chain, which may cause a short- to medium-term decrease in sales by distributors of automotive spare parts. France is our principal geographic market, representing 74% of our revenue in the nine months ended September 30, We also hold a strong regional position in the UK where we generated 26% of our revenue over the same period. Since December 2015, our operations have extended to Germany as well where we expect to continue to grow our presence over time. Economic uncertainty, globally and mainly in France, the UK and Germany, could decrease consumer confidence and consumer and business spending on vehicle maintenance, which could have an adverse effect on our business, results of operations and financial condition. We can predict neither the timing nor duration of any economic slowdown or the timing or strength of a subsequent economic recovery, worldwide or in France, the UK and Germany. If the automotive spare parts 27

48 aftermarket significantly deteriorates due to these economic effects, it could have a material adverse effect on our business, results of operations or financial condition. We maintain a large inventory stock and our business could be harmed if we are unable to maintain an optimal level of inventory. We maintain a large product inventory stock at four national distribution platforms, two technical distribution platforms, one distribution platform dedicated to body parts and twelve regional distribution platforms in France and the UK. Additionally, we maintain one regional distribution platform in Germany. We routinely adjust our inventory levels based on the anticipated demand for our products and on changes in the availability of products from our suppliers. If there is a significant increase in customer demand that we are unable to meet from our on- hand inventory stock or procure in time from our suppliers, our results of operations, financial condition and cash flows could be adversely affected. We also depend on a timely supply of products from our suppliers in order to maintain an optimal level of inventory. If our suppliers fail to deliver their products to our warehouses on a timely basis, we may experience inventory shortages which could result in unfilled customer orders and lost revenues, as well as damage to our business reputation. Adverse changes in the cost and/or availability of transportation services could adversely impact our ability to provide products to our customers in a timely manner. We rely on road transportation for the transfer of our products between our warehouses/distribution centers and from our distribution centers directly to our customers. Accordingly, disruptions in the delivery of our products could arise due to weather-related problems, employee strikes, lock-outs and inadequacies in the transport infrastructure in the countries in which we operate, or other events. A failure by our transportation providers to deliver our products on a timely and consistent basis could adversely affect our ability to meet our customers orders, cause damage to our business reputation and adversely affect our market position. We rely on third-party providers to handle our freight from our national and regional warehouses to local distributors in France, the UK and Germany. The termination or failure to renew one or more of our contracts with these freight providers, any contractual disputes or an increase in freight distribution costs, respectively, could result in a delay of our deliveries and/or we may be unable to engage alternative freight providers either on a timely basis, upon terms favorable to us, or at all, which could have a material adverse effect on our business, results of operations or financial condition. Continued technological advancements in vehicles could affect our sales. The demand for the products that we distribute is affected by technological and qualitative improvements in new vehicles, and this market is characterized by frequent technical advances and increases in the complexity of existing components. Certain parts may feature complex or innovative technology that can only be maintained by persons with special training or at specialized garages. This technology may also require continuous training and regular updating in relation to a particular light vehicle or truck model. For example, repairs of sensors as well as repairs of air conditioning systems require special skills, training and equipment. The independent repairers that are the primary end-users of the parts we distribute may obtain information and training necessary delayed in order to maintain the complex technology featured in our end-customers vehicles, and the expertise to install and repair these parts may only be available at car dealers. Moreover, the expenses required for specialized staff training as well as the sophisticated equipment required to test and repair these evolving components could result in higher costs or higher capital expenditure for us or for our end-customers. In certain cases it may no longer be economically feasible for repairers to offer repair services for particular vehicles or spare parts. The IAM channel in which we operate differs from the OES channel, in which operators are linked to the vehicle manufacturers who directly supply them with the necessary technical information on vehicle components and repair procedures. Due to ongoing technological developments in the manufacturing of vehicles, independent garages are required to gain appropriate technical expertise in newly developed components. The failure of independent repairers to gain the appropriate technical expertise, or access to the tools, instruments and parts that such technological developments demand, may result in an increase in demand for maintenance and repair services provided by authorized car dealers with the necessary technical expertise 28

49 (which garages represent a small portion of our revenues), which could, in turn, have a material adverse effect on our business, results of operations and financial condition. Financial difficulties of our customers may require us to write off debts. Across each of our business activities, we rely on the ability of our customers to pay for the products that we distribute through our network of distributors, which are either wholly owned subsidiaries or independent contract distributors. If a customer undergoes financial difficulties, payments can be significantly delayed and ultimately we may not be able to collect amounts payable to us under our agreements, resulting in write-offs of such debt. We maintain reserves for doubtful accounts and amounts past due. However, there can be no assurance that such reserves are sufficiently large for the credit risks we face, particularly in relation to our affiliated distributors. Significant or recurring incidents of bad debts could have a material adverse effect on our business, results of operations and financial condition. We may be unable to successfully implement our business strategies. Our future financial performance and success largely depends on our ability to implement our business strategies. We may not be able to successfully implement the business strategies described in these listing particulars or those otherwise developed by our business, and these strategies may not sustain or improve our results of operations or justify their costs. Any failure to develop, revise or implement our business strategies in a timely and effective manner could have a material adverse effect on our business, results of operations and financial condition. We face risks associated with our expansion plans that could adversely affect our business, results of operations and financial condition. Our strategy for growth includes strengthening our market position in France, the UK and Germany and expansion into other international markets on a selective basis. We may implement this strategy through organic growth, selected acquisitions and/or by diversifying our activities within the various geographical areas in which we operate and/or plan to operate in the future. Our international presence and any further expansion of such presence does and will expose us to a series of risks associated with the complexity of the integration process following an acquisition, the management of an international company and economic, social and general political conditions in the countries in which we are present or into which we expand (such as fluctuations in exchange rates, restrictions upon international trade, instability in the equity markets, limitations on foreign investments, political instability, war and terrorism and differences in the legal, tax and administrative systems), each of which could have a material adverse effect on our business, results of operations or financial condition. Acquisitions pose additional risks, including overpayment in relation to purchase price or the assumption of unexpected liabilities in connection with the acquisition. We may also be required to make earnout payments to the sellers of businesses that we have acquired if those businesses achieve earnout thresholds. For example, in relation to the acquisition of SASF in May 2015, we may be required to make an earnout payment of approximately 1 million if SASF exceeds a certain gross margin threshold by May Similarly, we may be required to make payments of deferred consideration from time to time. Efforts to acquire other businesses, or the implementation of other elements of this business strategy, may divert managerial resources away from our business operations. In addition, our ability to engage in strategic acquisitions may depend on our ability to raise substantial capital and we may not be able to raise the funds necessary to implement our acquisition strategy on terms satisfactory to us, if at all. Our failure to identify suitable acquisition opportunities may restrict our ability to grow our business. In addition, the integration of an acquired business and its systems, operations and personnel, particularly in respect of businesses operating in adjacent markets, could be more difficult and time-consuming than anticipated, which could lead to increased operating costs, the loss of key employees and customers and a failure to realize anticipated operating synergies. Our business depends on brands and if we are not able to maintain and enhance these brands or market our product offerings we may be unable to attract a sufficient number of customers or sell sufficient quantities of the products that we distribute. We believe that the brands that we have developed have contributed significantly to the success of our business to date. We also believe that maintaining and enhancing these brands are integral to the success of our business and to the implementation of our growth strategy. This will require us to make further investments in areas such as marketing and advertising, as well as our website operations. Maintaining, promoting and 29

50 positioning our brand will depend largely on the success of our marketing and merchandising efforts, and our ability to provide good customer experiences. Our brands could be adversely affected if we fail to achieve these objectives or if our public image or reputation were to be tarnished by negative publicity. Our brand image may be diminished if we fail to maintain high standards for, among other things, the timely and efficient delivery of quality products, if we fail to maintain high social and environmental standards for all of our operations and activities, if we fail to comply with local laws and regulations or if we experience other negative events that affect our image or reputation. Any failure to maintain a strong brand image could have an adverse effect on our business, results of operations and financial condition. In addition, we distribute products to affiliated independent repairers and affiliated distributors that have entered into affiliation agreements with us, but whom we do not control. Accordingly, these branded garages and affiliated distributors may take actions or make decisions that adversely affect our brand and reputation. Our principal brand names and trademarks are key assets of our business. See Business Intellectual Property. We rely on a combination of copyright and trademark to establish and protect our intellectual property rights, but we cannot assure you that the actions we have taken or will take in the future will be adequate to prevent violation or challenges to our intellectual property rights. There can be no assurance that litigation will not be necessary in order to enforce our trademark or other intellectual property rights or to defend ourselves against third-party claims of infringement of their rights. Adverse publicity, legal action or other factors could lead to substantial erosion in the value of our brands and trademarks, which could, in turn, lead to decreased customer demand and have a material adverse effect on our business, results of operations and financial condition. Changes in currency exchange rates could adversely affect our business and results of operations. Our results of operations are subject to foreign currency transaction effects and translation effects. We have operations in France, the UK and Germany. Our purchases are denominated in UK pounds for the UK and in Euros for France and Germany. The only exception is for certain purchases from China to the United Kingdom which are denominated in US dollars, which amounted to approximately 200,000 in Our sales are denominated in Euros and in UK pounds. We present our consolidated financial statements in Euro. As a result, our subsidiaries are required to translate their gross sales and purchases from local currencies to Euro at the prevailing foreign exchange rates. They are therefore exposed to the risk of the relevant local currencies depreciation against the Euro. Termination of existing lease agreements and failure to renew such leases on attractive terms or to identify new premises may have an adverse effect on our growth and profitability. Most of our national and regional warehouses, hubs and branches are located on premises we lease from third parties. Depending on the country and the type of estate, our current leases expire at various dates ranging from less than a year to nine years. Our ability to maintain our existing rental rates during renewals or to renew any expired lease on favorable terms will depend on many factors that are not within our control, such as conditions in the local real estate market, competition for desirable properties and our relationships with current and prospective landlords. If we are unable to renew our leases, our ability to lease a suitable replacement location on favorable terms is subject to the same foregoing factors. In addition, if our lease payments increase or if we are unable to renew our existing leases or lease suitable alternate locations, our profitability may be significantly harmed. We intend to continue to expand our services to our existing markets and enter into new markets as part of our growth strategy, which will entail the need to identify new premises. A failure to identify suitable premises could have a material adverse effect on our growth strategy and, consequently, on our business, results of operations or financial condition. Higher employment costs may have a material adverse effect on our business, results of operations and financial condition. Due to inflation and the expansion of our operations, our labor costs have been continuously increasing. Our labor costs may rise faster than expected in the future as a result of increased workforce activism, a larger workforce, salary increases, headcount increases, government decrees and changes in social and pension contribution rules implemented to reduce government budget deficits or to increase welfare benefits to employees. We may be unable to offset the increase in labor costs through increased selling prices or productivity gains. If labor costs increase further, our operating costs will also increase, which could, if we are 30

51 unable to recover these cost increases from our customers through increased selling prices or offset such cost increases through labor productivity gains or other measures, have a material adverse effect on our business, results of operations and financial condition. We depend on key personnel whom we may not be able to retain. Our operations are managed by a number of key executive officers, and our future performance also depends on the continued contribution of management personnel who have longstanding experience in the industry in which we operate and play a crucial role in the continued development of our business. Our business also requires us to hire and retain skilled employees, and our success depends in part on our ability to continue to attract, motivate and retain highly qualified employees. A loss of one or more of our key executive officers or the inability to attract and retain qualified personnel could require additional costs and time in order to recruit suitable replacements and could have a material adverse effect on our business, results of operations and financial condition. A deterioration in our relationships with our employees or trade unions or a failure to extend, renew or renegotiate on favorable terms our collective bargaining agreements could have an adverse impact on our business. As of September 30, 2015, we employed 3,889 employees (including trainees and full time equivalent staff (FTEs)) in France and the United Kingdom and, as of December 31, 2015, we employed 686 FTEs in Germany. Maintaining good relationships with our employees, unions and other employee representatives is crucial to our operations. As a result, any deterioration of the relationships with our employees, unions and other employee representatives could have an adverse effect on our business, results of operations and financial condition. See Business Employees. Some of our employees are covered by national collective bargaining agreements. These agreements typically complement applicable statutory provisions in respect of, among other things, the general working conditions of our employees such as maximum working hours, holidays, termination, retirement, welfare and incentives. National collective bargaining agreements and company-specific agreements also contain provisions that could affect our ability to restructure our operations and facilities or terminate employees. We may not be able to extend existing company-specific agreements, renew them on their current terms or, upon the expiration of such agreements, negotiate such agreements in a favorable and timely manner or without work stoppages, strikes or similar industrial actions. We may also become subject to additional company-specific agreements or amendments to the existing national collective bargaining agreements. Such additional company-specific agreements or amendments may increase our operating costs and have an adverse effect on our business, results of operations and financial condition. While in the last five years we have not experienced any material disruption to our business as a result of strikes, work stoppages or other labor disputes, such events could disrupt our operations, result in a loss of reputation, increased wages and benefits, or otherwise have a material adverse effect on our business, results of operations and financial condition. Our business is subject to various laws and regulations, including in relation to labor and employment, and changes in, or violations of, such laws or regulations may adversely affect our business and profitability. Our operations are subject to a variety of laws and regulations, including laws and regulations relating to labor, employment, health and safety. The modification, suspension, repeal or expiration of favorable provisions in labor and employment laws and regulations or, conversely, any increases of mandatory minimum wages pursuant to laws, regulations or collective bargaining agreements, or of social security contributions, may negatively impact our business and profitability. For example, in France we benefit from reductions in employer social security contributions on certain wages pursuant to law of January 17, 2003, as subsequently amended (the Fillon Law ), as well as from a tax credit for competitiveness and employment (crédit d impôt pour la compétitivité et l emploi) ( CICE ). Pursuant to CICE, French companies received a tax credit of 4% of the gross salaries paid to employees whose wages are less than or equal to 2.5 times the French statutory minimum wage for 2013 and 6% in The Fillon Law allows employers to benefit from reductions in such social security contributions in respect of wages that amount to less than 160% of the French statutory minimum wage. 31

52 In 2009, a scrappage scheme (prime à la casse) was introduced in France to promote the replacement of old vehicles with modern vehicles that meet modern emission standards. Similar governmental scrappage programs may be implemented in the future and could have a material adverse effect on our business, results of operations or financial condition. In January 2013, an agreement was reached between national employer representatives and trade unions in France regarding certain labor market reforms. Many provisions of this agreement now appear in the law on job security published on June 14, This law provides, among other things, additional charges on fixed-term employment contracts, greater regulation of part-time employment and an extension of the scope of complementary health benefits to all employees. At this stage, such new measures have had a limited adverse impact on our costs. Labor market reform in general continues to be a key policy measure on the French government s political agenda, and changes in any of the above-mentioned laws or regulations or the coming into force of any new laws or regulations could substantially increase our operating costs or restrict our operational flexibility and therefore have a material adverse effect on our business, results of operations and financial condition. Environmental, health and safety regulations relating to our operations could subject us to increasing costs or fines. Our operations and properties are subject to a wide variety of European directives and regulations, national, state and local laws, rules, taxes and regulations relating to the protection of the environment, workers health and safety and the use, management, storage and disposal of hazardous substances (including asbestos), wastes and other regulated materials. These include, in particular, requirements governing the disposal of used oil, batteries, tires and other materials processed in our recycling business. These laws, rules and regulations may affect the way in which we conduct our operations, and the failure to comply with these regulations could lead to fines and other penalties. In addition, because we operate property, various environmental laws also may impose liability on us for the costs of cleaning up and responding to hazardous substances that may have been released on our property, including releases unknown to us. These environmental laws and regulations also could require us to pay for environmental remediation and response costs at third-party locations where we disposed of or recycled hazardous substances. With environmental regulations becoming increasingly stringent our future costs of complying with the various environmental requirements, as they now exist or may be altered in the future, could adversely affect our financial condition or results of operations. Such expenses could have a material adverse effect on our business, results of operations and financial condition. We may incur material losses and costs as a result of product liability and warranty or recall claims that may be brought against us. We may be exposed to product liability and warranty claims in the event that the products that we sell, actually or allegedly fail to perform as expected, or the use of our product results, or is alleged to result, in bodily injury and/or property damage. Accordingly, we could experience material warranty or product liability losses in the future and incur significant costs to defend these claims. In addition, if any of the products that we distribute are, or are alleged to be, defective, we may be required to participate in a recall of that product if the defect or the alleged defect relates to safety. We may not be able to pass these liabilities through to the product manufacturer, whether due to unfavorable supplier warranties or supplier credit issues. Product liability, warranty and recall costs may have a material adverse effect on our business, financial condition or results of operations. Potential liabilities and costs from litigation could adversely affect our business. We are involved in litigation and regulatory actions as part of our ordinary course of business. Specifically, we were recently involved in litigation with Doyen Auto, who has presented five claims against Homaco, a subsidiary of our Group, for an approximate aggregate amount of 4.9 million. The case was settled for an aggregate amount of 2.1 million. See Business Legal Proceedings. In the past, we have been a defendant in several lawsuits involving claims alleging, among other things, personal injury, including respiratory illness related to asbestos contamination used in the brake pads that we distributed well before its prohibition in While we ceased distributing asbestos-containing products before such prohibition, we still 32

53 are subject to certain asbestos- related litigation related to our brake pad distribution activities. There is no guarantee that we will be successful in defending against civil suits. Even if a civil litigation claim is meritless, does not prevail or is not pursued, any negative publicity surrounding assertions against our business or products could adversely affect our reputation. Regardless of its outcome, litigation may result in substantial costs and expenses and divert the attention of our management. In addition to pending matters, future litigation could lead to increased costs or other interruptions. We are involved from time to time in various tax audits and investigations and we may face tax liabilities in the future. We are subject to tax audits and investigations by tax authorities from time to time, which include investigations with respect to the direct tax and indirect tax regime applicable to our business transactions. Adverse developments in laws or regulations, or any change in position by the relevant tax authorities regarding the application, administration or interpretation of laws or regulations, could have a material adverse effect on our business, results of operations and financial condition. In addition, the relevant tax authority may disagree with the position we have taken or intend to take regarding the tax treatment, characterization of any of our transactions, or as a result of any of our transactions. We could also fail, whether inadvertently or through reasons beyond our control, to comply with tax laws and regulations relating to the tax treatment of our transactions or financing arrangements, which could result in unfavorable tax treatment for such transactions or arrangements, and possibly lead to significant fines or penalties. It may be necessary to defend our tax filings in court if a reasonable settlement cannot be reached with the relevant tax authorities. Such ensuing litigation could be costly and distract management from operating our business. Tax audits and investigations by the competent tax authorities may generate negative publicity which could harm our business reputation with customers, suppliers and counterparties. We can provide no assurance that the financial impact of any adverse tax adjustment in connection with our business would not have a material adverse effect on our business, results of operations and financial condition. Our corporate and financing structure may expose us to potentially adverse tax consequences. We are subject to taxation, and to the tax laws and regulations, in all countries in which we have business operations. We are also subject to transfer pricing and other related laws, including those relating to the flow of funds among our companies pursuant to, for example, purchase agreements and licensing agreements. Adverse developments in these laws or regulations, or any change in position by the relevant tax authority regarding the application, administration or interpretation of these laws or regulations, could have a material adverse effect on our business, results of operations and financial condition. In addition, the tax authorities in the jurisdictions in which we operate may disagree with the positions we have taken or intend to take regarding the tax treatment or characterization of any of our transactions, including the tax treatment or characterization of our indebtedness, including the Notes, existing and future intercompany loans and guarantees or the deduction of interest expense on our indebtedness. We could also fail, whether inadvertently or through reasons beyond our control, to comply with tax laws and regulations relating to the tax treatment of our financing arrangements, which could result in unfavorable tax treatment for such arrangements and possibly lead to significant fines or penalties. We are subject to certain competition and antitrust laws. Our business is subject to applicable competition and antitrust laws, rules and regulations of the EU. We may become subject to legal action and/or investigations and proceedings by national and supranational competition and antitrust authorities for alleged infringements of antitrust laws, which could result in fines or other forms of liability, or otherwise damage our business reputation, which could have a material adverse effect on our business, results of operations and financial condition. Such laws and regulations could limit or prohibit our ability to grow in certain markets. The interests of our principal shareholder may not correspond with the interests of the holders of the Notes. The interests of our principal shareholder, in certain circumstances, may conflict with your interests as holders of the Notes. Investment funds or limited partnerships associated with or designated by Blackstone control us since the consummation of the Acquisition. See Principal Shareholder. Blackstone is able to appoint a majority of our board of directors and to determine our corporate strategy, management and policies. In addition, Blackstone has control over our decisions to enter into any corporate transaction and will have the ability to prevent any transaction that requires the approval of shareholders regardless of whether holders of the 33

54 Notes believe that any such transactions are in their own best interests. For example, the shareholders could vote to cause us to incur additional indebtedness, to sell certain material assets or make dividends, in each case, so long as the Indenture, the Revolving Credit Facility Agreement and the Intercreditor Agreement so permit. The incurrence of additional indebtedness would increase our debt service obligations and the sale of certain assets could reduce our ability to generate revenues, each of which could adversely affect holders of the Notes. Additionally, Blackstone is in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us. Blackstone may also pursue acquisition opportunities that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us. So long as investment funds associated with or designated by Blackstone collectively continue to own a significant amount of our capital stock, even if such amount is less than 50%, Blackstone will continue to be able to strongly influence or effectively control our decisions. The interests of Blackstone may not coincide with your interests. The inability for us, our customers or our suppliers to obtain and maintain sufficient capital financing, including working capital lines, and credit insurance may adversely affect our, our customers and our suppliers liquidity and financial condition. Our working capital requirements can vary significantly, depending on the payment terms with our customers and suppliers. Our liquidity could also be adversely impacted if our suppliers were to suspend normal trade credit terms and require payment in advance or payment on delivery. If our available cash flows from operations are not sufficient to fund our ongoing cash needs, we would be required to look to our cash balances and availability for borrowings under our credit facilities to satisfy those needs, as well as potential sources of additional capital, which may not be available on satisfactory terms and in adequate amounts, if at all. There can be no assurance that we, our customers and our suppliers will continue to have such ability. This may increase the risk that we cannot source our products or will have to pay higher prices for our inputs. These higher prices may not be recovered in our selling prices. Our suppliers often seek to obtain credit insurance based on the strength of the financial condition of our subsidiary with the payment obligation, which may be less robust than our consolidated financial condition. If we were to experience liquidity issues, our suppliers may not be able to obtain credit insurance and in turn would likely not be able to offer us payment terms that we have historically received. Our failure to receive such terms from our suppliers could have a material adverse effect on our liquidity. We do not manufacture any of our products and are dependent on the ability of our third-party suppliers to meet our product requirements. We do not manufacture any of our products and, therefore, rely on approximately 470 third-party suppliers in France and the UK for the provision of spare parts that are essential to our business. Approximately one third of our revenue in France and the UK is derived from our top ten suppliers. Our ability to acquire products from our suppliers in amounts and on terms acceptable to us is dependent upon the quality of the relationship and control processes built over time with suppliers, as well as on a number of factors which are beyond our control. Due to long-standing relationships with a number of suppliers, our operations are closely tied to their production capacity and their ability to organize their production and distribution in a manner that meets our requirements. Production by one or more suppliers could be disrupted due to a variety of factors, including closures of one of our suppliers plants or critical manufacturing lines due to strikes, mechanical breakdowns, electrical outages, fires, explosions, financial distress or bankruptcy, as well as political upheaval, adverse economic events or logistical complications, due to weather, natural disasters, mechanical failures, delayed customs processing, or other events. Any short-term or prolonged disruption in the supply of spare parts from our suppliers could have a material adverse effect on our business, results of operations and financial condition. In the event that one or more of our major suppliers experiences operational or financial difficulties, and we are unable to secure alternative sources in a timely manner or on commercially beneficial terms, we may experience inventory shortages which could result in unfilled customer orders and lost revenues due to our just-in-time delivery method, as well as damage to our business reputation. If our suppliers are unable or unwilling to continue to provide us with products under our presently agreed terms, or if we are unable to obtain products from our suppliers in the future at favorable prices, our 34

55 margins will likely be negatively impacted and there could be a material adverse effect on our business, results of operations and financial condition. Significant reductions in one or several of our suppliers production capacity or other circumstances that restrict their ability to supply us in accordance with the applicable contractual arrangements, could have an adverse effect on the availability of the products that we distribute which, in turn could have a material adverse effect on our business, results of operations or financial condition. Termination of one or more of our relationships with any of our suppliers or affiliated distributors could have an adverse effect on our business. We rely on third-party suppliers for the provision of spare parts that are essential to our business. Our business and, ultimately, our results of operations are dependent on our suppliers ability to provide us with such products. In addition, our ability to acquire products from our suppliers in amounts and on terms acceptable to us is dependent upon a number of factors which are beyond our control. Due to long-standing relationships with a number of suppliers, our operations are closely tied to their production capacity and their ability to organize their production and distribution in a manner that meets our requirements. A significant reduction in supplier s production capacity or other circumstances that may restrict its ability to supply us in accordance with the applicable contractual arrangements or in a timely manner, could have an adverse effect on the availability of the products we distribute. Failure by one or more of our suppliers to meet their contractual obligations could have a material adverse effect on our business, results of operations or financial condition. Further, a significant part of our revenue and EBITDA is obtained from our affiliated distributors in France and the UK. The termination by one or more of our affiliated distributors of their relationship with us could have a material adverse effect on our business, results of operation or financial condition. On September 23, 2014, we received a notice from one of our largest affiliated distributors expressing its intention to terminate its existing distribution contract with us, which we have agreed to terminate on March 31, For the twelve months ended September 30, 2015, we estimate that the EBITDA generated by that affiliated member amounted to approximately 1.6 million. A decline in the requirements of any of our customers, and in particular our largest customers, could adversely impact our revenues and profitability. We typically receive purchase orders for specific spare parts and do not enter into extended supply contracts with our affiliated distributors and end customers. In most instances, our customers purchase spare parts based on their existing needs, but are not required to purchase a minimum amount of any of our products. A significant decrease in demand for certain key spare parts for both passenger cars and commercial vehicles could have a material adverse effect on our results of operations. To the extent that we do not maintain our existing level of business with our largest customers, we will need to attract new customers or win new business with our existing customers and if we are unable to do so, our business, results of operations and financial condition may be adversely affected. We may not be adequately insured. We currently have customary insurance arrangements in place. However, these insurance policies may not cover any losses or damages resulting from the materialization of any of the risks we are subject to. Further, significant increases in insurance premiums could reduce our cash flow. It is also possible in the future that insurance providers may no longer wish to insure businesses in our industry against certain environmental occurrences. Risks Related to our Market Technological improvements may lead to higher quality components and, therefore, a decrease in demand for our spare parts. The demand for our products is affected by technological and qualitative improvements in new passenger cars and commercial vehicles. Improvements that increase the durability and resistance of the components used in the manufacturing of passenger and commercial vehicles, may, in the short term, result in a 35

56 decrease in demand for the repair and replacement of such components, which could, in turn, have a material adverse effect on our business, results of operations or financial condition. Governmental incentive plans to encourage car owners to replace their old vehicles with new models could result in a lower average age of vehicles in circulation, which could reduce the demand for our products. The demand for our products is affected by the size, composition and average age of the number of vehicles in circulation in the geographical areas in which we operate our business. To stimulate new car sales in challenging economic environments, governments of certain of the countries in which we operate our business have introduced incentive plans in the form of subsidies to encourage car owners to exchange their old vehicles with new models. In certain cases, these incentive plans have resulted in a rapid renewal of vehicles in circulation and have had an impact on the average age of the vehicles in circulation in certain of the countries in which we operate our business, including France. This has resulted in a decrease in demand for our products, as newer car models typically require fewer repairs. Similar governmental incentive plans may be implemented in the future and could have a material adverse effect on our business, results of operations or financial condition. Our business is subject to various laws and regulations in relation to compulsory tests of vehicle safety and changes in such laws or regulations may adversely affect our business and profitability. French and UK laws impose compulsory regular tests of vehicle safety (Contrôle Technique in France and MOT in the United Kingdom). In France, each vehicle needs to pass such tests on a bi-annual basis after the lapse of four years from the date of its registration. In the UK, such tests need to be passed on an annual basis after the lapse of three years from the date of its registrations. Such laws and regulations are beneficial for our business as a majority of the repairs are nondiscretionary as a consequence of such tests In the past, there have been plans to change the UK laws imposed by MOT to the laws imposed by Contrôle Technique in France but such plans have been rejected on the basis of the better safety of the UK system, in particular for older vehicles. However, changes in any of the laws or regulations in relation to compulsory test of vehicle safety or the coming into force of any new laws or regulations could have a material adverse effect on our business, results of operations and financial condition. Failure by independent repairers to keep up to date with new technological developments in the manufacturing of vehicle components could result in a decrease in the demand for services provided by repairers. The IAM channel, in which we operate, differs from the OES channel, in which operators are linked to the car manufacturers who directly supply them with the necessary technical information on vehicle components and repair methodologies. Due to on-going technological developments in the manufacturing of passenger and commercial vehicles, repairers are required to gain appropriate technical expertise in newly developed components. The failure of repairers to gain the appropriate technical expertise, or access to the tools, instruments and stock that such technological developments demand, may result in an increase in demand for maintenance and repair services provided by OES garages with the necessary technical expertise (and with whom we have no interaction), which could, in turn, have a material adverse effect on our business, results of operations or financial results. Demand for our products could decrease if vehicle manufacturers introduce new incentives for customers to service their cars at OES garages. Manufacturers of passenger and commercial vehicles may introduce a comprehensive warranty or warranties for a longer period, including for replacement spare parts, and provide for long term service programs to customers. If we and repairers operating in the IAM channel, which are our direct or indirect customers, are unable to respond appropriately, demand for the products we distribute could decrease, which could have a material adverse effect on our business, results of operations or financial condition. Our industry is highly competitive. We operate in a highly competitive industry and face competition from a variety of types of distributors and sellers in the French, UK and German automotive spare parts aftermarkets in which we operate. We 36

57 primarily compete on the basis of product availability, delivery lead time, quality of service, product range and technical support. Our main competitors are players in the OES channel and other automotive spare part distributors in France, the UK and Germany, as well as, to a lesser extent, new online automotive spare parts distributors, which mainly compete with us on the basis of price and convenience. Moreover, certain OEMs have or are expected to set up online portals where customers can buy spare parts directly from the OEMs. We believe that an increasing number of customers compare prices on the internet before making a purchase and generally choose products with the most competitive price. Over time, online automotive spare parts distributors may adapt our business-to- business distribution and logistics model, reduce costs and offer lower prices for the spare parts they sell. Further, in certain countries, low-cost discount distributors have emerged primarily competing on the basis of price, and such low-cost discount distributors may decide to enter the markets in which we operate. Moreover, our competitors might adopt new business models, for instance incorporating a greater use of technology in the way they assess demand for, and market and distribute, their products that could potentially bring about quite fundamental changes in our industry. Our failure to adapt to these or other changes in the competitive landscape could result in a low profit margin, decreased revenue and loss of market share and could have a material adverse effect on our business, results of operations or financial condition. Our customers also compete with OES such as Peugeot and Renault. Car dealers typically specialize in vehicles aged zero to four years old and capture a large share of automotive repairs covered by warranties. Certain car dealers, however, have extended their new automotive warranties to up to eight years, and provide for long- term service programs to customers. If automotive manufacturers continue to significantly expand (for example, as a result of changes in the legal environment) the scope of their warranties beyond the current limits, especially for replacement parts and maintenance items, these replacements and maintenance parts covered by such extended warranties would likely be performed by car dealers instead of us. Risks Related to our Financial Profile Our substantial leverage and debt service obligations could adversely affect our business and prevent us from fulfilling our obligations with respect to the Notes, Original Notes, Additional Fixed Rate Notes and the Note Guarantees. We will have a significant amount of outstanding debt with substantial debt service requirements. As of September 30, 2015, as adjusted for the indebtedness incurred by the Parent in connection with the Offering and the use of proceeds therefrom as contemplated under Use of Proceeds and as further adjusted to give effect to the acquisition of Coler as if it had occurred on September 30, 2015, our debt (net of overdrafts) outstanding would have been million. See Capitalization. Our significant leverage could have important consequences for our business and operations and for holders of the Notes, Original Notes and Additional Fixed Rate Notes, including, but not limited to: making it difficult for us to satisfy our obligations with respect to the Notes, Original Notes and Additional Fixed Rate Notes and our other debts and liabilities; increasing our vulnerability to, and reducing our flexibility to respond to, general adverse economic and industry conditions; requiring the dedication of a substantial portion of our cash flow to the payment of principal of, and interest on, indebtedness, thereby reducing the availability of such cash flow to fund working capital, capital expenditures, acquisitions, joint ventures, product research and development or other general corporate purposes; limiting our flexibility in planning for, or reacting to, changes in our business and the competitive environment and the industry in which we operate; placing us at a disadvantage to our competitors, to the extent that they are not as highly leveraged; restricting us from pursuing strategic acquisitions or exploiting certain business opportunities; and limiting our ability to borrow additional funds and increasing the cost of any such borrowing. 37

58 Any of the foregoing or other consequences or events could have a material adverse effect on our ability to satisfy our debt obligations, including the Notes, Original Notes, Additional Fixed Rate Notes and Note Guarantees. Despite our significant leverage, we and our subsidiaries are still able to incur significant additional amounts of debt, which could further exacerbate the risks associated with our substantial indebtedness. We and our subsidiaries may be able to incur substantial additional indebtedness in the future, including secured indebtedness and indebtedness drawn under our Revolving Credit Facility of up to 50.0 million. Although the Indenture and the Revolving Credit Facility Agreement contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of significant qualifications and exceptions, and under certain circumstances the amount of indebtedness that could be incurred in compliance with these restrictions could be substantial. If new debt is added to our and our subsidiaries existing debt levels, the related risks that we now face would increase. In addition, the Indenture and the Revolving Credit Facility Agreement do not prevent us from incurring obligations that do not constitute indebtedness under those respective agreements. We may not be able to generate sufficient cash to meet our debt service obligations. Our ability to make scheduled interest payments when due on our indebtedness and to meet our other debt service obligations, including under the Notes, Original Notes and Additional Fixed Rate Notes and the Revolving Credit Facility, or to refinance our debt, depends on our future operating and financial performance, which will be affected by our ability to successfully implement our business strategy as well as general economic, financial, competitive, regulatory and other factors, many of which are beyond our control, as well as those factors discussed in these Risk Factors and elsewhere in these listing particulars. If we cannot generate sufficient cash to meet our debt service requirements, we may, among other things, need to refinance all or a portion of our debt, including the Notes, Original Notes and Additional Fixed Rate Notes and the Revolving Credit Facility, obtain additional financing, delay planned capital expenditures or investments or sell material assets. If we are not able to refinance any of our debt, obtain additional financing or sell assets on commercially reasonable terms or at all, we may not be able to satisfy our debt obligations, including under the Notes, Original Notes and Additional Fixed Rate Notes and the Revolving Credit Facility. In addition, the terms of our Revolving Credit Facility and the Indenture and any future debt may limit our ability to pursue any of the foregoing measures. We are subject to restrictive debt covenants that may limit our ability to finance our future operations and capital needs and to pursue business opportunities and activities. The Indenture and the Revolving Credit Facility restrict, among other things, our ability to: incur or guarantee additional indebtedness and issue certain preferred stock; create or incur certain liens; make certain payments, including dividends or other distributions; prepay or redeem subordinated debt or equity; make certain investments; engage in sales of assets and subsidiary stock; enter into certain transactions with affiliates; consolidate or merge with other entities; and impair the security interest for the benefit of the holders of the Notes, Original Notes and Additional Fixed Rate Notes. 38

59 All of these limitations are subject to significant exceptions and qualifications. See Description of the Notes Certain Covenants. The covenants to which we are subject could limit our ability to finance our future operations and capital needs and our ability to pursue business opportunities and activities that may be in our interest. In addition, we are subject to the affirmative and negative covenants contained in the Revolving Credit Facility Agreement. A breach of any of those covenants or other restrictions could result in an event of default under the Revolving Credit Facility Agreement. Upon the occurrence of any event of default under the Revolving Credit Facility Agreement, subject to applicable cure periods and other limitations on acceleration or enforcement, the relevant creditors could cancel the availability of the Revolving Credit Facility and elect to declare all amounts outstanding under the Revolving Credit Facility Agreement, together with accrued interest, immediately due and payable. In addition, any default under the Revolving Credit Facility Agreement could lead to an event of default and acceleration under other debt instruments that contain cross-default or crossacceleration provisions, including the Indenture. If our creditors, including the creditors under the Revolving Credit Facility, accelerate the payment of those amounts, we cannot assure you that our assets and the assets of our subsidiaries would be sufficient to repay in full those amounts, to satisfy all other liabilities of our subsidiaries which would be due and payable and to make payments to enable us to repay the Notes, Original Notes and Additional Fixed Rate Notes, in full or in part. In addition, if we are unable to repay those amounts, our creditors could proceed against any collateral granted to them to secure repayment of those amounts. We are exposed to interest rate risk and shifts in such rates may adversely affect our debt service obligations. The Floating Rate Notes and the loans under our Revolving Credit Facility, and other indebtedness we may incur in the future may, bear interest at variable rates, generally linked to market benchmarks such as EURIBOR and LIBOR, as applicable. To the extent that the interest rates were to increase significantly on such indebtedness, our interest expense would correspondingly increase, reducing our cash flow. While we may attempt to manage this risk through entering into hedging arrangements, there can be no assurance that any current or future hedging contracts we enter into will adequately protect our operating result from the effects of interest rate fluctuations or will not result in losses or that our risk management practices and procedures will operate successfully. Risks Related to the Notes Creditors under the Revolving Credit Facility, certain hedging obligations and other additional super priority secured debt that we incur in the future may be entitled to be repaid with the proceeds of the Notes Collateral in priority to the Notes, Original Notes and Additional Fixed Rate Notes. Under the terms of the Intercreditor Agreement and the Collateral Documents, proceeds from enforcement of the Notes Collateral securing the Notes, Original Notes and Additional Fixed Rate Notes must first be applied in satisfaction in full of obligations under the Revolving Credit Facility, certain operating facility lenders, and under super priority hedging obligations and only thereafter to repay the obligations of the Issuer and the Guarantors under the Notes, Original Notes and Additional Fixed Rate Notes and the Note Guarantees, respectively. The Indenture, the Revolving Credit Facility Agreement and the Intercreditor Agreement will permit, under certain conditions, additional super priority debt and additional super priority hedging obligations to be incurred. Any such super priority debt or super priority hedging obligations may be secured by the same rights, property and assets that secure the Notes, Original Notes and Additional Fixed Rate Notes. As such, in the event of enforcement of the Notes Collateral, you may not be able to recover on the Notes Collateral if the then-outstanding liabilities under such super priority debt, including the Revolving Credit Facility, and certain super priority hedging obligations, are greater than the proceeds realized in the event of enforcement of the Notes Collateral. Holders of the Notes, Original Notes and Additional Fixed Rate Notes may not control certain decisions regarding the Notes Collateral. To the extent permitted under applicable law, and subject to the Agreed Security Principles, the Notes will be secured on a first-priority basis by the same rights, property and assets securing the obligations under the Revolving Credit Facility, the Original Notes, the Additional Fixed Rate Notes and the Note Guarantees in 39

60 respect thereof, any operating facilities and certain hedging obligations, respectively. In addition, under the terms of the Indenture, we are permitted to incur significant additional indebtedness and other obligations that may be secured by the Notes Collateral. The foregoing arrangements could result in the enforcement of the Notes Collateral in a manner that results in lower recoveries by holders of the Notes, Original Notes and Additional Fixed Rate Notes. Disputes may occur between the holders of the Notes, Original Notes and Additional Fixed Rate Notes and creditors under our Revolving Credit Facility, the counterparties to certain hedging arrangements and/or creditors of certain other super priority indebtedness as to the appropriate manner of pursuing enforcement remedies and strategies with respect to the Notes Collateral securing such obligations. In such an event, the holders of the Notes, Original Notes and Additional Fixed Rate Notes will be bound by any decisions of the relevant instructing group, which may result in enforcement action in respect of the relevant Notes Collateral, whether or not such action is approved by the holders of the Notes, Original Notes and Additional Fixed Rate Notes or may be adverse to such noteholders. The creditors under the Revolving Credit Facility, the counterparties to certain hedging arrangements or the holders of certain other super priority indebtedness secured by the Notes Collateral may have interests that are different from the interest of holders of the Notes, Original Notes and Additional Fixed Rate Notes and they may elect to pursue their remedies under the relevant Collateral Documents at a time when it would otherwise be disadvantageous for the holders of the Notes, Original Notes and Additional Fixed Rate Notes to do so. The holders of the Notes will not, and the holders of the Original Notes and Additional Fixed Rate Notes do not, have a separate right to enforce the Notes Collateral. In addition, the holders of the Notes, Original Notes and Additional Fixed Rate Notes will not be able to instruct the Security Agent, force a sale of the Notes Collateral or otherwise independently pursue the remedies of a secured creditor under the relevant Collateral Document, unless they comprise an instructing group which is entitled to give such instructions, which, in turn, will depend on certain conditions and circumstances including those described above. Furthermore, other creditors not subject to the Intercreditor Agreement could commence enforcement action against the Issuer, the Guarantors or any of its subsidiaries during such period, the Issuer, the Guarantors or one or more of its subsidiaries could seek protection under applicable bankruptcy laws, or the value of certain Notes Collateral could otherwise be impaired or reduced in value. In addition, if the Security Agent sells Notes Collateral comprising the shares of any of our subsidiaries as a result of an enforcement action in accordance with the Intercreditor Agreement, claims under the Notes, Original Notes and Additional Fixed Rate Notes and the Note Guarantees and the liens over any other assets securing the Notes, Original Notes and Additional Fixed Rate Notes and the Note Guarantees may be released. See Description of Certain Financing Arrangements Intercreditor Agreement and Description of the Notes Security Release of Liens and Description of the Notes Note Guarantees. The security interests in the Notes Collateral may be limited by local law or subject to certain limitations or defenses that may adversely affect their validity and enforceability. The ability of the Security Agent to enforce the security interests in certain of the Notes Collateral may be restricted by French law. General The security interests in the Notes Collateral that will secure the obligations of the Issuer under the Notes and the obligations of the Guarantors under the Note Guarantees will not be granted directly to the holders of the Notes but will be granted only in favor of the Security Agent. The Indenture provides (along with the Intercreditor Agreement) that only the Security Agent has the right to enforce the Collateral Documents. The Trustee has entered into the Intercreditor Agreement with, among others, the Security Agent and representatives of the other indebtedness secured by the Notes Collateral, including the Revolving Credit Facility, the counterparties to certain hedging obligations (if any) and operating facility lenders (if any). Other creditors may become parties to the Intercreditor Agreement in the future. Among other things, the Intercreditor Agreement governs the enforcement of the Collateral Documents, and provides that, to the extent permitted by applicable law, only the Security Agent has the right to enforce the Collateral Documents relating to the Notes Collateral on behalf of the Trustee and the holders of the Notes, the sharing in any recoveries from such enforcement and the release of the Notes Collateral by the Security Agent. As a consequence, holders of the Notes will not have direct security interests and will not be entitled to take enforcement action in respect of the Notes Collateral securing the Notes, except through the Trustee, who will (subject to the provisions of the Indenture and the 40

61 Intercreditor Agreement) provide instructions to the Security Agent in respect of the Notes Collateral. For more information, see Description of Certain Financing Arrangements Intercreditor Agreement and Limitations on Validity and Enforceability of the Note Guarantees and the Security Interests and Certain Insolvency Law Considerations. In addition, the ability of the Security Agent to enforce the security interests in the Notes Collateral is subject to mandatory provisions of the laws of each jurisdiction in which security interests over the Notes Collateral are taken, including provisions for reasonable notice and cure periods and a court s discretion to grant more time before permitting the enforcement of the right to payment and other remedies. For example, the laws of certain jurisdictions may not allow for an appropriation of certain pledged assets, but require a sale through a public auction and certain waiting periods may apply. There is some uncertainty under the laws of certain jurisdictions, including France, as to whether obligations to beneficial owners of the Notes, Original Notes and Additional Fixed Rate Notes that are not identified as registered holders in a Security Document will be validly secured. Under French law, the beneficiary of a security interest must be clearly identified and indicated in the relevant security document. The fact that the direct beneficiary of the French security will be the Security Agent and not the Noteholders from time to time, could imply that the pledge may not be validly and fully enforceable by the Noteholders who are not a direct party to the relevant pledge agreements creating the security interest. In addition, under French law a pledge granted for the benefit of creditors in respect of whom the perfection formalities have not been fully or validly carried out or for the benefit of persons who are not effectively creditors of the relevant secured claim may not be enforceable. If a challenge to the validity or enforceability of the security interest created by the security documents subject to French law brought on the above grounds were to be successful, the Noteholders could be unable to recover any amounts under such security interests. There is some uncertainty under the laws of certain jurisdictions, including, among others, the laws of France, as to whether trusts, including the security trust created pursuant to the Intercreditor Agreement, will be recognized and enforceable. To address this uncertainty in certain jurisdictions, a direct covenant to pay (the Parallel Debt ) has been granted to the Security Agent by each debtor under the Intercreditor Agreement, including each Guarantor of the Notes, Original Notes and Additional Fixed Rate Notes. Pursuant to such Parallel Debt, the Security Agent is the holder of an independent claim against the relevant pledgors in an amount equal to the amount payable by the Issuer under the Notes, Original Notes and Additional Fixed Rate Notes and the Indenture (the Principal Obligations ). The Parallel Debt is a separate obligation of each respective debtor to the Security Agent and independent from the corresponding Principal Obligations. The Parallel Debt provisions constitute a secured obligation for the purposes of each Security Document securing the Notes, Original Notes and Additional Fixed Rate Notes and the other indebtedness secured subject to the Intercreditor Agreement. Any payment in respect of the Principal Obligations shall discharge the corresponding Parallel Debt and any payment in respect of the Parallel Debt shall discharge the corresponding Principal Obligations. In respect of the security interests granted to the Security Agent (including to secure the Parallel Debt), the relevant Trustee and the holders of the relevant Notes, Original Notes and Additional Fixed Rate Notes do not have direct security and are not entitled to take enforcement actions in respect of such security, except through the Security Agent. As a result, the holders of Notes, Original Notes and Additional Fixed Rate Notes bear some risks associated with the security trust and Parallel Debt structure. See Limitations on Validity and Enforceability of the Note Guarantees and the Security Interests and Certain Insolvency Law Considerations. France The pledges over the shares of AAG, AAF, TPA S.A.S., Financière Précisium S.A.S. and Plateforme Préférence Grand Est (formerly CAR Distribution S.A.S.) and over the bonds (obligations) issued by AAG (together the French Share Pledges ) as well as the pledge of certain material bank accounts held by AAG, AAF, TPA and Plateforme Préférence Grand Est (the French Bank Account Pledges ) and the pledges over intercompany receivables (if any) owed to AAG and AAF (the Receivables Pledges and together with the French Share Pledges and the French Bank Account Pledges, the French Pledges ) are governed by French law. Under French law, certain accessory security interests such as pledges require that the pledgee and the creditor be the same person. Such security interests cannot be held on behalf of third parties who do not hold the 41

62 secured claim, unless they act as fiduciaries under Article 2011 of the French Civil Code or as security agents under Article of the French Civil Code. The Indenture and the Intercreditor Agreement provide that only the Security Agent, as security agent and Parallel Debt (as defined herein) creditor, has the right to enforce the security documents. As a consequence, holders of the Notes will not, and the holders of the Original Notes and Additional Fixed Rate Notes do not, have direct security interests and will not be entitled to take enforcement action in respect of the Notes Collateral, except through the Trustee under the Indenture, who will (subject to the provisions of the Indenture) provide instructions to the Security Agent for the Notes Collateral. The beneficial holders of interests in the Notes, Original Notes and Additional Fixed Rate Notes from time to time will not be parties to the security documents. In order to permit the beneficial holders of the Notes, Original Notes and Additional Fixed Rate Notes to benefit from a secured claim, the Intercreditor Agreement provides for the creation of parallel debt obligations in favor of the Security Agent (the Parallel Debt ) mirroring the obligations of the Issuer (as principal obligor) towards the holders of the Notes, Original Notes and Additional Fixed Rate Notes under or in connection with the Indenture (the Principal Obligations ). The Parallel Debt will at all times be in the same amount and payable at the same time as the Principal Obligations. Any payment in respect of the Principal Obligations shall discharge the corresponding Parallel Debt and any payment in respect of the Parallel Debt shall discharge the corresponding Principal Obligations. Pursuant to the Parallel Debt, the Security Agent becomes the holder of a claim equal to each amount payable by an obligor under the Notes, Original Notes and Additional Fixed Rate Notes. The pledges governed by French law will directly secure the Parallel Debt, and may not directly secure the obligations under the Notes, Original Notes and Additional Fixed Rate Notes and the other indebtedness secured by the Notes Collateral. The holders of the Notes, Original Notes and Additional Fixed Rate Notes will not be entitled to take enforcement actions in respect of such security interests except through the Security Agent (even if they are in some instances direct beneficiaries of the security interests in the Notes Collateral). None of the Parallel Debt and trust mechanism constructs have been generally recognized by French courts and to the extent that the Notes, Original Notes and Additional Fixed Rate Notes or security interests in the Notes Collateral created under the Parallel Debt and/or trust constructs are successfully challenged by other parties, holders of the Notes, Original Notes and Additional Fixed Rate Notes may not receive on this basis any proceeds from an enforcement of the security interests in the Notes Collateral. The holders of the Notes, Original Notes and Additional Fixed Rate Notes will bear the risks associated with the possible insolvency or bankruptcy of the Security Agent as the beneficiary of the Parallel Debt. There is one published decision of the French Supreme Court (Cour de cassation) on Parallel Debt mechanisms (Cass. com. September 13, 2011 No Belvédère) relating to bond documentation governed by New York law. Such a decision recognized the enforceability in France of certain rights (especially the filing of claims in safeguard proceedings) of a security agent benefiting from a Parallel Debt. In particular, the French Supreme Court upheld the proof of claim of the legal holders of a Parallel Debt claim, considering that it did not contravene French international public policy (ordre public international) rules. The ruling was made on the basis that the French debtor was not exposed to double payment or artificial liability as a result of the Parallel Debt mechanism. Although this court decision is generally viewed by legal practitioners and academics as a recognition by French courts of Parallel Debt structures in such circumstances, there can be no assurance that such a structure will be effective in all cases before French courts. Indeed, it should be noted that the legal issue addressed by it is limited to the proof of claims. The French court was not asked to generally uphold French security interests securing a Parallel Debt. It is also fair to say that case law on this matter is scarce and based on a case-by-case analysis. Such a decision should not be considered as a general recognition of the enforceability in France of the rights of a security agent benefiting from a Parallel Debt claim. There is no certainty that the Parallel Debt mechanism will eliminate the risk of unenforceability under French law. Although the French Supreme Court (Cour de cassation), has held, in the same published decision referred to above (Cass. com. September 13, 2011 No Belvédère) that a trustee validly appointed under a trust governed by the laws of the State of New York could validly be regarded as creditor in safeguard proceedings opened in France, this decision cannot be considered as a general recognition of the enforceability in France of the rights of a trustee. In addition, France has not ratified the Hague Convention of July 1, 1985 on the law applicable to trusts and on their recognition, so that the concept of trust has not been generally recognized under French law. The French Share Pledges are pledges over the securities accounts (nantissement de compte de titres financiers) to which the shares of AAG, AAF, Plateforme Préférence Grand Est, TPA S.A.S. and Financière Precisium S.A.S. and the bonds (obligations) issued by AAG, respectively, are credited. In France, no lien 42

63 searches are available for security interests which are not registered, such as pledges over securities accounts (nantissements de comptes de titres financiers). As a result, no assurance can be given on the priority of the pledge over the securities account in which the shares of AAG, AAF, Plateforme Préférence Grand Est, TPA S.A.S. and Financière Precisium, respectively, are registered. Security interests governed by French law may only secure payment obligations, may only be enforced following a payment default and may only secure up to the secured amount that is due and remaining unpaid. Under French law, pledges over assets may generally be enforced at the option of the secured creditors either (i) pursuant to a judicial process (x) by way of a sale of the pledged assets in a public auction (the proceeds of the sale being paid to the secured creditors) or (y) by way of the judicial foreclosure (attribution judiciaire) of the pledged assets or (ii) by way of contractual foreclosure (pacte commissoire) of the pledged assets to the secured creditors, following which the secured creditors become the legal owner of the pledged assets. If the secured creditors choose to enforce the French Share Pledges by way of foreclosure (whether a judicial foreclosure or private foreclosure), the secured liabilities would be deemed extinguished up to the value of the foreclosed assets. Such value is determined either by an expert appointed by the judge in the context of a judicial attribution or by a contractually agreed expert (or an expert appointed by the judge in case of disagreement between the parties) in the context of a private attribution (pacte commissoire). In a proceeding regarding an attribution judiciaire (judicial foreclosure) or a pacte commissoire (private foreclosure), an expert is appointed to value the collateral (in this case, the pledged shares) and if the value of the collateral exceeds the amount of secured debt, the secured creditor may be required to pay the pledgor a soulte equal to the difference between the value of the shares and the amount of the secured debt. This is true regardless of the actual amount of proceeds ultimately received by the secured creditor from a subsequent sale of the Notes Collateral. If the value of such share is less than the amount of the secured debt, the relevant amount owed to the relevant creditors will be reduced by an amount equal to the value of such shares, and the remaining amount owed to such creditors will be unsecured. Should a holder of the Notes, Original Notes and Additional Fixed Rate Notes decline to request the judicial or private foreclosure of the shares, an enforcement of the pledged shares could be undertaken through a public auction in accordance with applicable law. Since such public auction procedures are not designed for a sale of a business as a going concern, however, it is possible that the sale price received in any such auction might not reflect the value of the Group as a going concern. The Notes are structurally subordinated to the liabilities of our existing or future subsidiaries that are not, or will not become, guarantors of the Notes. Not all of our subsidiaries will guarantee the Notes. On a historical basis (without giving pro forma effect to the 2015 Acquisitions), non-guarantor subsidiaries of AAG accounted for 40.4% of the net assets of AAG and its consolidated subsidiaries as of September 30, 2015 and 59.4% of the EBITDA of AAG and its consolidated subsidiaries for the nine months ended September 30, The Issuer, and the Guarantors that are parent entities of AAG, had no significant assets as of September 30, 2015 nor generated any significant EBITDA for the nine months ended September 30, Generally, holders of indebtedness of, and trade creditors of, a non-guarantor subsidiary of the Issuer, including lenders under bank financing agreements, are entitled to payments of their claims from the assets of such subsidiaries before these assets are made available for distribution to the Issuer or any Guarantor, as a direct or indirect shareholder. Accordingly, in the event that any non-guarantor subsidiary of the Issuer becomes insolvent, is liquidated, reorganized or dissolved or is otherwise wound up other than as part of a solvent transaction: the creditors of the Issuer (including the holders of the Notes, Original Notes and Additional Fixed Rate Notes) and the Guarantors will have no right to proceed against the assets of such subsidiary; and creditors of such non-guarantor subsidiary, including trade creditors, will generally be entitled to payment in full from the sale or other disposal of the assets of such subsidiary before the Issuer or any Guarantor, as a direct or indirect shareholder, will be entitled to receive any distributions from such subsidiary. 43

64 As such, the Notes and each Note Guarantee will be structurally subordinated to the creditors (including trade creditors) and any preferred stockholders of the Issuer s non-guarantor subsidiaries. The financial information presented herein may be of limited use in assessing the financial results of the Guarantors. On a historical basis (without giving pro forma effect to the 2015 Acquisitions), non-guarantor subsidiaries accounted for 40.4% of the net assets of AAG and its consolidated subsidiaries as of September 30, 2015 and 59.4% of the EBITDA of AAG and its consolidated subsidiaries for the nine months ended September 30, Therefore, the financial information presented herein may be of limited use in assessing the financial position of the Guarantors. The Note Guarantees and the Notes Collateral granted by the Guarantors will be subject to certain limitations on enforcement and may be limited by applicable law or subject to certain defenses that may adversely affect their validity and enforceability. General Each Note Guarantee provides the holders of the Notes with a direct claim against the relevant Guarantor. The Indenture provides that each Note Guarantee will be limited to the maximum amount that can be guaranteed by the relevant Guarantor. The Note Guarantees and the enforcement thereof are subject to certain generally available defenses in the relevant jurisdictions. Although laws differ in these jurisdictions, these laws and defenses may include those that relate to fraudulent conveyance or transfer, financial assistance, corporate purpose or benefit, voidable preference, insolvency or bankruptcy challenges, preservation of share capital, thin capitalization, capital maintenance or similar laws and regulations or defenses affecting the rights of creditors generally. If one or more of the foregoing laws and defenses are applicable, a Guarantor may have no liability or decreased liability under its Note Guarantee or the security interest in the Notes Collateral may be void or may not be enforceable depending on the amounts of its other obligations and applicable law. Limitations on the enforceability of judgments obtained in New York courts in such jurisdictions could limit the enforceability of the Guarantees against the Guarantors or security interest in the Notes Collateral against any Guarantor. The Indenture provides that each Guarantee and the amounts recoverable thereunder will be limited to the maximum amount that can be guaranteed by the relevant Guarantor without rendering its relevant Guarantee voidable or otherwise ineffective under applicable law, and enforcement of each Guarantee would be subject to certain generally available defenses. See Limitations on Validity and Enforceability of the Note Guarantees and the Security Interests and Certain Insolvency Law Considerations. The Guarantees as well as the security interests will be contractually limited to the maximum amount that can be guaranteed or secured by the relevant Guarantor or collateral provider without rendering the Guarantee or security interest, as it relates to that Guarantor or collateral provider, voidable or otherwise ineffective under applicable laws, and enforcement of the Guarantee or security interest would be subject to certain generally available defenses. These laws and defenses include those that relate to fraudulent conveyance or transfer, insolvency, voidable preference, transactions at undervalue, financial assistance, corporate purpose or benefit capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally. Although laws differ among various jurisdictions, in general, under fraudulent conveyance, bankruptcy, insolvency law and other laws, a court could subordinate or void any Guarantee or the security interest provided by such Guarantor or collateral provider and, if payment had already been made under the relevant Guarantee or security interest, require that the recipient return the payment to the relevant Guarantor or take other action detrimental to you, if the court found that: the Guarantee was granted or the security interest created with actual intent to give preference to one creditor over another, hinder, delay or defraud creditors or shareholders of the Guarantor or other person, when the granting of the Guarantee has the effect of giving the creditor a preference or, in certain jurisdictions, even when the recipient was aware that the Guarantor was insolvent when it granted the Guarantee or security interest; 44

65 the Guarantee was entered into or, as the case may be, the security interest was created without a legal obligation to do so, is prejudicial to the interests of the other creditors and both the Guarantor or collateral provider and the beneficiary of the Guarantee were aware of or should have been aware of the fact that it was prejudicial to the other creditors; the Guarantor or, as the case may be, the collateral provider did not receive fair consideration or reasonably equivalent value or corporate benefit for the Guarantee or the granting of the security and/or the Guarantor: (i) became insolvent before the granting of the security or was insolvent or rendered insolvent because of the issuance of the Guarantee or the creation of the security interest; (ii) was undercapitalized or became undercapitalized because of the issuance of the Guarantee or the creation of the security interest; or (iii) intended to incur, or believed that it would incur, indebtedness beyond its ability to pay at maturity; the Guarantee or security interest was held to exceed the objects of the Guarantor or not to be in the best interests or for the corporate benefit of the Guarantor or was executed in the absence of corporate approvals required under applicable law; or the amount paid or payable was in excess of the maximum amount permitted under applicable law. We cannot assure you which standard a court would apply in determining whether any Guarantor was insolvent at the relevant time or that, regardless of method of valuation, a court would not determine that a Guarantor was insolvent on that date, or that a court would not determine, regardless of whether or not a Guarantor was insolvent on the date a Note Guarantee was issued, that payments to holders of the Notes, Original Notes and Additional Fixed Rate Notes constituted preferences, fraudulent transfers or conveyances or on other grounds. There is hence a possibility that a Note Guarantee may be set aside, in which case the relevant entire guarantee liability may be extinguished. If a court decided that a Note Guarantee was a preference, fraudulent transfer or conveyance and voided that Note Guarantee, or held it unenforceable for any other reason, you may cease to have any claim in respect of the relevant Guarantor and would be a creditor solely of the Issuer and the other Guarantor(s). These or similar laws may also apply to any future guarantee granted by any of our subsidiaries pursuant to the Indenture. If a court or a creditor were to find that the granting of a Guarantee and/or the security interest was a fraudulent conveyance or can otherwise be challenged, the court, a creditor or an insolvency administrator over the assets of the Guarantor or the collateral provider could void or declare unenforceable the payment obligations under such Guarantee or security interest, or subordinate such Guarantee to presently existing and future indebtedness of such Guarantor or require the Noteholders to repay any amounts received with respect to such Guarantee or security interest. In some of these events, you may cease to have any claim in respect of the Guarantor and would be a creditor solely of the Issuer and any remaining Guarantors. An overview of enforcement issues and other limitations as they relate to the Guarantees and the security interests is set forth under Limitations on Validity and Enforceability of the Note Guarantees and the Security Interests and Certain Insolvency Law Considerations. If one or more of these laws and defenses are applicable, a Guarantor may have no liability or decreased liability under its guarantee or the security documents to which it is a party. France The liabilities and obligations of a Guarantor incorporated in France (a French Guarantor ) are subject to the rules relating to corporate benefit: the grant of a guarantee by a French company for the obligations of another group company must be for the corporate benefit of the granting company. Under French corporate benefit rules, a court could declare any guarantee unenforceable and, if payment had already been made under the relevant guarantee, require that the recipient return the payment to the relevant guarantor, if the court found that a French guarantor did not receive some real and adequate corporate benefit from the transaction involving the grant of the guarantee as a whole. The existence of a real and adequate benefit to the guarantor and whether the amounts guaranteed are commensurate with the benefit received are matters of fact as to which French case law provides no clear guidance. Each guarantee provided by a French Guarantor will apply only insofar as required to guarantee the payment obligations of (i) the Issuer and/or (ii) other Guarantors; provided that in each such case such guarantee shall be limited: (A) to the payment obligations of (i) the Issuer and/or (ii) such other Guarantors but in each case (B) not exceeding an amount equal to the aggregate of all amounts directly or indirectly (by way of 45

66 intercompany loans directly or indirectly from the Issuer) received out of the proceeds of the Notes, Original Notes and Additional Fixed Rate Notes by the Issuer or such other Guarantors and made available directly or indirectly to that French Guarantor and outstanding from time to time (the Maximum Guaranteed Amount ); it being specified that any payment made by such French Guarantor under the Indenture in respect of the obligations of the Issuer or any other Guarantor shall reduce pro tanto the outstanding amount of the intercompany loans (if any) due by such French Guarantor to the Issuer or that Guarantor under the intercompany loan arrangements referred to above. By virtue of this limitation, each French Guarantor s obligations under the Note Guarantees and the security interests in the Notes Collateral could be significantly less than amounts payable with respect to the Notes, Original Notes and Additional Fixed Rate Notes or a French Guarantor may have effectively no obligation under the Note Guarantee and the security interest in the Notes Collateral should the balance of the portion of the proceeds of the Notes, Original Notes and Additional Fixed Rate Notes made available to a French Guarantor directly or indirectly be equal to or reduced to zero. No French Guarantor will secure liabilities under the Indenture and the Notes, Original Notes and Additional Fixed Rate Notes which would result in such French Guarantor not complying with French financial assistance rules as set out in Article L of the French Commercial Code (Code de commerce) and/or would constitute a misuse of corporate assets within the meaning of article L or L of the French Commercial Code (Code de commerce) or any other law or regulations having the same effect, as interpreted by French courts. No French Guarantor is acting jointly and severally with the Issuer and the other Guarantors and will be deemed to be a co-débiteur solidaire as to its obligations arising under or in connection with any such guarantee or under the Indenture. In addition, if a French Guarantor receives, in return for issuing the guarantee, an economic return that is less than the economic benefit such French Guarantor would obtain in a transaction entered into on an arms length basis, the difference between the actual economic benefit and that in a comparable arms length transaction could be taxable under certain circumstances. French tax legislation may restrict the deductibility, for French tax purposes, of all or portion of the interest on our indebtedness incurred in France, thus reducing the cash flow available to service our indebtedness. Under Article 212 II of the French tax code (Code général des impôts), the deduction of interest paid on loans granted by a related party or on loans granted by a third party but guaranteed by a related party may be subject to certain limitations (in addition to any interest which is non-deductible by reason of not being set on arm s length basis). Deduction of interest paid on such loans may be partially disallowed in the fiscal year during which it is incurred if such interest simultaneously exceeds each of the following: (i) the amount of interest multiplied by the ratio of (a) 1.5 times the company s net equity and (b) the average amount of indebtedness owed to related parties (and to third parties assimilated to related parties) over the relevant financial year; (ii) 25% of the company s earnings before tax and extraordinary items (as adjusted for the purpose of these limitations); and (iii) the amount of interest received by the company from related parties. Deductions may be disallowed for the portion of interest that exceeds in a relevant fiscal year the highest of the above three limitations if such portion of interest exceeds 150,000, unless the company is able to demonstrate for the relevant fiscal year that the indebtedness ratio of the group to which it belongs is higher or equal to its own indebtedness ratio. Specific rules apply to companies that belong to a French tax group (intégration fiscale). In addition, Article 209 IX of the French Code général des impôts imposes restrictions on the deductibility of interest expenses incurred by a French company if such company has acquired shares of another company qualifying as titres de participation within the meaning of current Article 219 I a quinquies of the French Code général des impôts and if such acquiring company cannot demonstrate, with respect to the fiscal year or fiscal years running over the twelve-month period from the acquisition of the shares (or with respect to the first fiscal year opened after January 1, 2012 for shares acquired during a fiscal year opened prior to such date), that (i) the decisions relating to such acquired shares are actually taken by the acquiring company (or, as the case maybe, by a company established in France controlling the acquiring company or by a company established in France directly controlled by such controlling company, within the meaning of Article L I of the French commercial code (Code de commerce)) and (ii) where control or an influence is exercised over the acquired company, such control or influence is exercised by the acquiring company (or, as the case may be, by a company established in France controlling the acquiring company or by a company established in France directly controlled by such controlling company, within the meaning of Article L I of the French Code 46

67 de commerce). Where such demonstration cannot be made, a portion of the acquiring company s interest expenses is added back to its taxable income in an amount determined as follows: interest expenses incurred in the relevant year multiplied by the acquisition price of the relevant shares and divided by the average amount of indebtedness of the acquiring company in the relevant year. This add-back must be made in the fiscal year during which the demonstration was to be made and in all fiscal years closed until the end of the eighth year following that of the acquisition of the relevant shares. Moreover, Article 212 bis of the French Code général des impôts aims to generally limit the deductibility of net financial charges accrued by companies that are subject to French corporate income tax. Under these provisions and subject to certain exceptions, adjusted net financial charges incurred by French companies that are subject to French corporate income tax and are not members of a French tax group (intégration fiscale) must be added back to these companies taxable income for a portion equal to 25% of their amount in respect of fiscal years opened as from January 1, 2014, to the extent that such companies net financial charges are at least equal to 3 million in a given fiscal year. Under Article 223 B bis of the French Code général des impôts, similar rules apply to companies that belong to French tax groups (intégration fiscale). Therefore, the adjusted aggregate net financial charges incurred by companies that are members of a French tax group (intégration fiscale) with respect to loans granted by companies that are not members of such French tax group (intégration fiscale) must be added back to the tax group s taxable income for a portion equal to 25% of their amount in respect of fiscal years opened as from January 1, 2014, to the extent that the tax group companies consolidated adjusted net financial expenses are at least equal 3 million in a given fiscal year. Pursuant to Article 212 I b. of the French Code général des impôts, interest paid to a related party within the meaning of Article 39,12 of the French Code général des impôts is tax deductible only to the extent that the borrower demonstrates, at the French tax authorities request, that the lender is, for the current fiscal year and with respect to the concerned interest, subject to an income tax in an amount which is at least equal to 25% of the corporate income tax determined under standard French tax rules and increased, if any, by its additional contributions. Where the related party lender is domiciled or established outside France, the corporate income tax determined under standard French tax rules shall mean that to which it would have been liable in France on the interest received if it had been domiciled or established in France. Specific rules apply where the lender is a pass- through entity for French tax purposes or a collective investment scheme referred to in Articles L to L of the French monetary and financial code or a similar entity. These tax rules may limit our ability to deduct interest accrued on our indebtedness incurred in France and, as a consequence, may increase our tax burden and reduce the cash flow available to service our indebtedness, which could adversely affect our business, financial condition and results of operations. The Notes will be treated as issued with OID for United States federal income tax purposes. The Notes are issued for United States federal income tax purposes in a qualified reopening of the Original Fixed Rate Notes, which were issued with OID for United States federal income tax purposes. Accordingly, the Notes will be treated as issued with OID for United States federal income tax purposes. Subject to the possible application of rules governing acquisition premium or bond premium, in addition to the stated interest on the Notes, a holder that is subject to United States federal income tax will be generally required to include any OID in gross income (as ordinary income) as it accrues (on a constant yield to maturity basis) in advance of the receipt of cash payments attributable to such OID and regardless of such holder s regular method of accounting for United States federal income tax purposes. See Certain Tax Considerations Certain United States federal income tax consequences Original issue discount ). The interests of the holders of the Floating Rate Notes and the interests of the holders of Fixed Rate Notes may be inconsistent and the interest of holders of additional notes under the Indenture may be inconsistent with the noteholders under the Indenture. The Notes will be issued pursuant to the Indenture which also governs the Original Notes and the Additional Fixed Rate Notes, and the Notes, the Original Notes and the Additional Fixed Rate Notes will vote as a single class with respect to amendments, waivers or other modifications of the Indenture other than with respect to amendments, waivers or other modifications that will only affect the Fixed Rate Notes or the Floating Rate Notes (as the case may be). The Notes, the Original Fixed Rate Notes and the Additional Fixed Rate Notes bear interest at a fixed rate, have a different call schedule and call protection and have other features that will differ from the Floating Rate Notes. As a result of these differences, the interests of holders of the Fixed Rate Notes and the interests of holders of the Floating Rate Notes could conflict. For example, the holders of Fixed 47

68 Rates Notes may be in a position to agree to certain terms to the Indenture in a consent solicitation that would be beneficial to such series of Notes but adverse to the economic interest of holders of Floating Rate Notes; however, to the extent the relevant amendment or waiver is approved by the holders of a majority in aggregate principal amount of the Fixed Rate Notes and the Floating Rate Notes (subject to the limited exceptions described above), all holders of the Fixed Rate Notes and the Floating Rate Notes will be bound by such amendment. Further series of additional notes may be issued under the Indenture which have different terms in respect of interest rate, maturity, call schedule and other matters. Such additional notes will also generally vote as a single class with other series of notes issued under the Indenture, but may have interest that differ from the holders of other series of the notes issued under the Indenture, including the Notes. Risks Related to our Structure The Issuer is a wholly owned finance subsidiary that has no turnover generating operations of its own and will depend on cash from operating companies to be able to make payments on the Notes. The Issuer is a wholly owned finance subsidiary of Parent and does not have (nor, following the Offering, will have) business operations or significant assets, other than the Original Notes, the Additional Fixed Rate Notes, the Notes and the Notes Proceeds Loans. The Issuer is, and will continue to be, dependent upon the cash flow from our operating companies to meet its obligations under the Original Notes, the Additional Fixed Rate Notes and the Notes. We intend to provide funds to the Issuer in order for the Issuer to meet its obligations under the Original Notes, the Additional Fixed Rate Notes and the Notes principally through payments under the Notes Proceeds Loans. We expect to provide funds to Alliance Automotive Investment to service the payments under the Notes Proceeds Loans principally through the provision of intercompany loans and dividends and other distributions. If the subsidiaries within the Group do not fulfill their obligations under any such intercompany loans and do not, or are unable to, otherwise distribute cash to Alliance Automotive Investment and, in turn, to the Issuer, in order for the Issuer to make scheduled payments on the Notes, the Issuer will not have any other source of funds that would allow it to make payments to the holders of the Original Notes, the Additional Fixed Rate Notes and the Notes. The amount of cash available to the Issuer will depend on the profitability and cash flows of the operating companies in the Group and the ability of those companies to transfer funds under applicable law. The operating companies in the Group, however, may not be able to, or may not be permitted under applicable law to, make distributions or advance loans, directly or indirectly, to the Issuer in order for the Issuer to make payments in respect of the Original Notes, the Additional Fixed Rate Notes and the Notes. Various agreements, including agreements governing the Group s debt, may restrict, and in some cases, may prevent the ability of the members of the Group to transfer funds within the Group. In addition, the members of the Group that do not guarantee the Notes have no obligation to make payments with respect to the Notes. The Notes Collateral may not be sufficient to secure the obligations under the Notes. The Notes and Note Guarantees will be secured by first-priority security interests in the Notes Collateral described in these listing particulars, which Notes Collateral also secures the obligations under the Original Notes, the Additional Fixed Rate Notes and the Note Guarantees in respect thereof, the Revolving Credit Facility Agreement and certain hedging obligations. The Notes Collateral will be subject to any and all exceptions, defects, encumbrances, liens and other imperfections permitted under the Indenture. The existence of any such exceptions, defects, encumbrances, liens and other imperfections could adversely affect the value of the Notes Collateral securing the Notes and the Note Guarantees, respectively, as well as the ability of the Security Agent to realize or foreclose on such Notes Collateral. If there is an event of default on the Notes, the holders of the Notes will be secured only by the Notes Collateral. There is no guarantee that the value of the Notes Collateral will be sufficient to enable the Issuer to satisfy its obligations under the Notes. The proceeds of any sale of the Notes Collateral following an event of default with respect to the Notes may not be sufficient to satisfy, and may be substantially less than, amounts due on the Notes. Not all of our assets will secure the Notes. The value of the Notes Collateral and the amount to be received upon an enforcement of the Notes Collateral will depend upon many factors, including, among others, the ability to sell the Notes Collateral in an orderly sale, whether or not the business is sold as a going concern, economic conditions where operations are located, the availability of buyers for the relevant Notes Collateral and any fees, taxes or duties required to be paid under applicable law in connection with the enforcement of the Notes Collateral. The book value of the Notes Collateral should not be relied on as a measure of realizable value 48

69 for such assets. All or a portion of the Notes Collateral may be illiquid and may have no readily ascertainable market value. Likewise, we cannot assure you that there will be a market for the sale of the Notes Collateral, or, if such a market exists, that there will not be a substantial delay in its liquidation. In addition, the pledges, shares and ownership interests of an entity may be of no value if that entity is subject to an insolvency or bankruptcy proceeding because all or part of the obligations of the entity must first be satisfied, leaving little or no remaining assets in the entity. The rights of holders of the Notes in the Notes Collateral may be adversely affected by the failure to perfect the security interests in the Notes Collateral. Under applicable law, for example in France, a security interest in certain tangible and intangible assets can only be properly perfected, and its priority retained, through certain actions undertaken by the secured party and/or the grantor of the security. The liens in the Notes Collateral securing the Notes and Note Guarantees, as the case may be, may not be perfected with respect to the claims of such Notes if we fail or are unable to take the actions required to be taken in order to perfect any of these liens. Such failure may result in the invalidity of the relevant security interest in the Notes Collateral securing the Notes, as applicable, or adversely affect the priority of such security interest in connection with the Notes against third parties, including a trustee in bankruptcy and other creditors who claim a security interest in the same Notes Collateral. In addition, applicable law may require that certain property and rights acquired after the grant of a general security interest can only be perfected at the time such property and rights are acquired and identified. There can be no assurance that we will inform the Security Agent of, the future acquisition of property and rights that constitute Notes Collateral, and that the necessary action will be taken to properly perfect the security interest in such after- acquired collateral. The Security Agent has no obligation to monitor the acquisition of additional property or rights that constitute Notes Collateral or the perfection of any security interest therein. Such failure may result in the loss of the security interest in the Notes Collateral or adversely affect the priority of the security interest in favor of the relevant Notes and the Note Guarantees against third parties, including a trustee in bankruptcy and other creditors who may claim a secured interest in the Notes Collateral. Although the Indenture and the Collateral Documents entered into in connection with the Notes will require us to take a number of actions that might improve the perfection or priority of the liens of the Security Agent in the Notes Collateral, certain of these perfection steps may not be taken until after the date on which the security interest is granted, as permitted by the Collateral Documents. To the extent that the security interests created by the Collateral Documents with respect to any Notes Collateral are not perfected, the Security Agent s rights will be equal to the rights of general unsecured creditors in the event of a bankruptcy, receivership, foreclosure, dissolution, winding-up, liquidation, reorganization, restructuring arrangement, administration or other bankruptcy or insolvency proceeding. Insolvency laws and other limitations on the Note Guarantees and the security may adversely affect their validity and enforceability. Our obligations under the Notes will be guaranteed by, and secured by certain assets of, the Guarantors or their shares. The Guarantors are organized or incorporated under the laws of France, Luxembourg and England. Although laws differ among these jurisdictions, in general, applicable fraudulent transfer and conveyance laws, equitable principles and insolvency laws and limitations on the enforceability of judgments obtained in New York courts in such jurisdictions could limit the enforceability of the Guarantee and the security against a Guarantor or collateral provider. Courts may also in certain circumstances avoid the security or the Guarantee where the relevant company is close to or in the vicinity of insolvency. The following discussion of fraudulent transfer, conveyance and insolvency law, although an overview, describes generally applicable terms and principles, which are defined under the relevant jurisdiction s fraudulent transfer and insolvency statutes. In insolvency proceedings, it is possible that creditors of the Guarantors, the collateral providers or the appointed insolvency administrator may challenge the Guarantees and/or security, and intercompany obligations generally, as fraudulent transfers or conveyances or on other grounds. If so, such laws may permit a court, if it makes certain findings, to: avoid or invalidate all or a portion of a Guarantor s obligations under its guarantee or the security provided by us or such Guarantor; 49

70 direct that the Issuer and/or the Noteholders return any amounts paid under a guarantee or any security document to the relevant Guarantor or to the respective collateral provider or to a fund for the benefit of the Guarantor s creditors or the collateral provider; and take other action that is detrimental to you. If we cannot satisfy our obligations under the Notes and any Note Guarantee or security is found to be a fraudulent transfer or conveyance or is otherwise set aside, we cannot assure you that we can ever repay in full any amounts outstanding under the Notes. In addition, the liability of each Guarantor under its guarantee of the Notes and the liability of each collateral provider will be limited to the amount that will result in such guarantee or security not constituting a fraudulent conveyance or improper corporate distribution or otherwise being set aside. The amount recoverable from a Guarantor or a collateral provider under the security documents will also be limited. However, there can be no assurance as to what methodology a court would apply in making a determination of the maximum liability of each Guarantor or each collateral provider and whether a court would give effect to such attempted limitation. Also, there is a possibility that the entire guarantee or security may be set aside, in which case, the Guarantor s or collateral provider s entire liability may be extinguished. Different jurisdictions evaluate insolvency on various criteria, but a Guarantor or collateral provider generally may in different jurisdictions be considered insolvent at the time it issued a guarantee or created any security if: its liabilities exceed the fair market value of its assets; it cannot pay its debts as and when they become due (and it is unable to get further credit); or the present saleable value of its assets is less than the amount required to pay its total existing debts and liabilities, including contingent and prospective liabilities, as they mature or become absolute. We cannot assure you which standard a court would apply in determining whether a Guarantor or a collateral provider was insolvent as of the date the Guarantees were issued or security was created or that, regardless of the method of valuation, a court would not determine that we or a Guarantor were insolvent on that date, or that a court would not determine, regardless of whether or not a Guarantor or a collateral provider was insolvent on the date the respective guarantee was issued or security was created, that payments to the Noteholders constituted fraudulent transfers on other grounds. An overview of the enforceability issues as they relate to the Guarantees and security documents is set forth under Limitations on Validity and Enforceability of the Note Guarantees and the Security Interests and Certain Insolvency Law Considerations. Enforcing your rights as a holder of the Notes or under the Guarantees or security across multiple jurisdictions may prove difficult or provide less protection than U.S. bankruptcy law. The Notes will be issued by the Issuer, a company incorporated under the laws of England and Wales. The Notes will be guaranteed by the Guarantors, which are incorporated under the laws of France and England and Wales and Luxembourg, and which hold assets in, among other jurisdictions, France, United Kingdom and Luxembourg. In the event of a bankruptcy, insolvency or similar event, proceedings could be initiated in any, all or any combination of the above jurisdictions. Such jurisdictions may not be as favorable to investors as the laws of the United States or other jurisdictions with which investors are familiar, and proceedings in these jurisdictions are likely to be complex and costly for creditors and otherwise may result in greater uncertainty and delay regarding the enforcement of your rights. Your rights in and under the Notes, the Guarantees and the Notes Collateral will be subject to the bankruptcy, insolvency and administrative laws of the relevant jurisdictions and there can be no assurance that you will be able to effectively enforce your rights in such complex, multiple bankruptcy, insolvency or similar proceedings. See Limitations on Validity and Enforceability of the Note Guarantees and the Security Interests and Certain Insolvency Law Considerations. Moreover, in certain jurisdictions, the security interests in the Notes Collateral will not give the Security Agent a right to prevent other creditors from foreclosing on and realizing the Notes Collateral, but will only give the Security Agent priority (according to their rank) in the distribution of any proceeds of such 50

71 realization. Accordingly, the Security Agent and the holders of the Notes may not be able to avoid foreclosure by other creditors (including unsecured creditors) on the Notes Collateral. The granting of the security interests in the Notes Collateral in connection with the issuance of the Notes may create hardening periods for such security interests in accordance with the law applicable in certain jurisdictions. The granting of new security interests in the Notes Collateral in connection with the issuance of the Notes and the entry into the Revolving Credit Facility may create hardening periods for such security interests in certain jurisdictions including France. Under French law, hardening periods are created when an entity organized under French law grants security, even if the governing law of the instrument creating the security interest is not French law (for example, share pledges of the shares of a non-french entity by a French entity). The applicable hardening period for these new security interests will run from the moment each such security interest has been granted, perfected or recreated. At each time, if the security interest granted, perfected or recreated were to be enforced before the end of the respective applicable hardening period, it may be declared void and/or it may not be possible to enforce it. In addition, the granting of a shared security interest to secure future indebtedness may restart or reopen hardening periods in certain jurisdictions. The applicable hardening period may run from the moment such security interest is amended, granted or perfected. If the security interest granted were to be enforced before the end of the respective applicable hardening period, it may be declared void or ineffective and/or it may not be possible to enforce it. See Limitations on Validity and Enforceability of the Note Guarantees and the Security Interests and Certain Insolvency Law Considerations. Under the Revolving Credit Facility Agreement, the Indenture and the Intercreditor Agreement, the Security Agent (acting on behalf of the relevant secured creditors) may be required to release and retake security over certain Notes Collateral to facilitate certain transactions (including the addition of a new credit facility under the Revolving Credit Facility Agreement, a refinancing of certain indebtedness under the Intercreditor Agreement), such circumstances may restart or reopen hardening periods in certain jurisdictions, as the Indenture permits the release and retaking of security granted in favor of the Notes in certain circumstances, including in connection with the incurrence of future debt. The applicable hardening period for these new security interests will run from the moment each new security interest has been granted or perfected. If the security interest granted were to be enforced before the end of the respective hardening period applicable in such jurisdiction, the security interest may be declared void or ineffective and it may not be possible to enforce it. To the extent that the grant of any security interest is voided, holders of the Notes would lose the benefit of the security interest. The same rights and risks also will apply with respect to future security interests granted in connection with the accession of further subsidiaries as additional Guarantors and the granting of security interests over their relevant assets and equity interests for the benefit of holders of the Notes. See Description of the Notes Security. The providers of the security interests securing the Notes will have control over the Notes Collateral, and the sale of particular assets could reduce the pool of assets securing the Notes. The Collateral Documents, subject to the terms of the Revolving Credit Facility and the Indenture, will allow the relevant provider of the security interest securing the Notes to remain in possession of, retain exclusive control over, freely operate, and collect, invest and dispose of any income from, the relevant Notes Collateral. So long as no enforcement event has occurred and is continuing under the Revolving Credit Facility or under the Indenture would result therefrom, the relevant security provider, may, among other things, and subject to the terms of the applicable Security Document, without any release or consent by the Security Agent or the Trustee, conduct ordinary course activities with respect to certain of the Notes Collateral such as selling, factoring, abandoning or otherwise disposing of such Notes Collateral and making ordinary course cash payments, including repayments of indebtedness. Any of these activities could reduce the value of the Notes Collateral, which could reduce the amounts payable to you from the proceeds of any sale of the Notes Collateral in the case of an enforcement of the liens on the Notes Collateral. In France, a valid and enforceable security interest will not be deemed to have been effectively created until it is duly perfected and perfection will not be possible to achieve once insolvency proceedings have been commenced. Security may also be considered null and void if granted or perfected within a certain critical time before the commencement of, for example, insolvency proceedings. Further, the enforceability and scope of 51

72 security created under Collateral Documents may be limited due to statutory restrictions (relating to, among other things, corporate benefit and prohibited financial assistance) applying in the jurisdiction of the relevant security provider. All of the above could reduce the value of the Notes Collateral and consequently the amounts payable to you from proceeds of any sale of Notes Collateral in the case of enforcement. See Limitations on Validity and Enforceability of the Note Guarantees and the Security Interests and Certain Insolvency Law Considerations. It may be difficult to realize the value of the Notes Collateral securing the Notes. The Notes Collateral securing the Notes will be subject to any and all exceptions, defects, encumbrances, liens and other imperfections permitted under the Indenture and/or the Intercreditor Agreement and accepted by other creditors that have the benefit of a priority security interest in the relevant Notes Collateral from time to time, whether on or after the date the Notes are first issued. The existence of any such exceptions, defects, encumbrances, liens and other imperfections could adversely affect the value of the Notes Collateral securing the Notes, as well as the ability of the Security Agent to realize or foreclose on such Notes Collateral. Furthermore, the ranking of security interests in the Notes Collateral can be affected by a variety of factors, including, among others, the timely satisfaction of perfection requirements, statutory liens or recharacterization under the laws of certain jurisdictions. The security interests will be subject to practical problems generally associated with the realization of security interests in collateral. For example, the Security Agent may need to obtain the consent of a third party to enforce a security interest, whether by means of a sale or an appropriation, is subject to certain specific requirements. We cannot assure you that the Security Agent will be able to obtain any such consent or promptly satisfy such requirements. We also cannot assure you that the consent of any third party will be given when required to facilitate a foreclosure on such asset. Accordingly, the Security Agent may not have the ability to foreclose upon that asset, and the value of the Notes Collateral may, as a consequence, significantly decrease. In the event of a bankruptcy, receivership, foreclosure, dissolution, winding-up, liquidation, reorganization, restructuring arrangement, administration or other bankruptcy or insolvency proceeding, the value of the Notes Collateral and the amount that may be received upon a sale of Notes Collateral will depend upon many factors including, among other things, the condition of the Notes Collateral and our industry, the ability to sell the Notes Collateral in an orderly sale, market and economic conditions, whether the business is sold as a going concern, the availability of buyers and other factors. In addition, courts could limit recoverability with respect to the Notes Collateral if they deem a portion of the interest claim usurious in violation of applicable public policy. As a result, liquidating the Notes Collateral may not produce proceeds in an amount sufficient to pay any amounts due on the Notes. We cannot assure you of the value of the Notes Collateral or that the net proceeds received upon a bankruptcy, receivership, foreclosure, dissolution, winding-up, liquidation, reorganization, restructuring arrangement, administration or other bankruptcy or insolvency proceeding would be sufficient to repay all amounts due on the Notes. To the extent that the claims under the Notes and the Guarantees exceed the value of the assets securing the Notes and the Note Guarantees, those claims will rank equally with the claims of the holders of any of our other senior unsecured indebtedness and those claims may not be satisfied in full before the claims of our unsecured creditors are paid. Furthermore, enforcement procedures and timing for obtaining judicial decisions in France and any other jurisdictions in which Notes Collateral may be located may be materially more complex and timeconsuming than in equivalent situations in jurisdictions with which investors may be familiar. The insolvency laws of the jurisdiction of incorporation or formation of each of the Guarantors may not be as favorable to holders of Notes as U.S. insolvency laws or those of another jurisdiction with which you may be familiar and may preclude the Noteholders from recovering payments due on the Notes. The rights of holders under the Notes and the Note Guarantees will be subject to the insolvency and administrative laws of several jurisdictions and you may not be able to effectively enforce your rights in such complex, multiple bankruptcy or insolvency proceedings. The Notes will be issued by the Issuer, which is incorporated under the laws of England and Wales, and will be guaranteed by entities organized or incorporated in France, United Kingdom and Luxembourg. In the event of a bankruptcy or insolvency event, proceedings could be initiated in France or in one or more other jurisdictions in which the Guarantors are domiciled. Such multi- jurisdictional proceedings are likely to be complex and costly and otherwise may result in greater uncertainty and delay regarding the enforcement of the rights of holders of the Notes. The bankruptcy laws of these jurisdictions may be less favorable to your interests as a creditor than the bankruptcy laws of the U.S. or 52

73 any other jurisdiction you may be familiar with, including in respect of priority of creditors, the ability to obtain post-petition interest and the ability to influence proceedings and the duration thereof, and this may limit your ability to receive payments due on the Notes. In the event that any one or more of the Issuer, the Guarantors, any future guarantors of the Notes, if any, or any other of our subsidiaries experienced financial difficulty, it is not possible to predict with certainty in which jurisdiction or jurisdictions insolvency or similar proceedings would be commenced, or the outcome of such proceedings. The insolvency and other laws of different jurisdictions may be materially different from, or in conflict with, each other, including in the areas of rights of secured and other creditors, the ability to void preferential transfer and certain other transactions, priority of governmental and other creditors, ability to obtain post-petition interest and duration of the proceeding. The application of these laws, or any conflict among them, could call into question whether any particular jurisdiction s laws should apply, adversely affect your ability to enforce the rights of holders of the Notes under the Note Guarantees or the rights of holders of the Notes under the relevant Notes Collateral in these jurisdictions and limit any amounts that you may receive. In addition, in actions brought in countries outside of the United States, courts may choose to apply their own law rather than the law of the State of New York, which governs the Indenture, the Notes and the Note Guarantees. The application of foreign law may limit your ability to enforce your rights under the Notes and the Note Guarantees. See Limitations on Validity and Enforceability of the Note Guarantees and the Security Interests and Certain Insolvency Law Considerations for further information. The insolvency laws of France and the insolvency laws of the jurisdictions where the Guarantors are incorporated may be materially different from, conflict with or may not be as favorable to holders as insolvency laws of jurisdictions of the United States or with which investors may be familiar, including in the areas of rights of creditors, contractual subordination, priority of governmental and other creditors, ability to obtain postpetition interest and duration of the proceedings. The application of these laws, or any conflict among them, could call into question whether the law of any particular jurisdiction should apply, and may adversely affect your ability to enforce your rights under the Notes, the Guarantees and the Notes Collateral in those jurisdictions or limit any amounts that you may receive. The Issuer is incorporated in England and its center of main interests may be regarded as being in England. There are a number of factors that are taken into account to ascertain the center of main interests, which should correspond to the place where the relevant debtor conducts the administration of its interests on a regular basis and is therefore ascertainable by third parties. The point at which this issue will be determined is at the time when the relevant insolvency proceedings are opened. The determination of where the Issuer or any of the Guarantors has its center of main interests would be a question of fact on which the courts of the different EU Member States may have and had in the past differing and even conflicting views. Furthermore, center of main interests is not a static concept and may change from time to time. In the event that the center of main interest of the Guarantors that are not French Guarantors were deemed to be in France, French law would also apply to proceedings affecting creditors, including mandated ad hoc proceedings (procédure de mandat ad hoc), conciliation proceedings (procédure de conciliation), safeguard proceedings (procédure de sauvegarde), accelerated safeguard proceedings (procédure de sauvegarde accélérée), accelerated financial safeguard proceedings (procédure de sauvegarde financière accélérée), judicial reorganization (redressement judiciaire) and judicial liquidation proceedings (liquidation judiciaire). In general, French safeguard and reorganization legislation favors the continuation of the business and the protection of employment over the protection of creditors. As from the opening of safeguard proceedings (procédure de sauvegarde), judicial reorganization (redressement judiciaire) and judicial liquidation proceedings (liquidation judiciaire), creditors may not pursue any individual legal action against the debtor (or a guarantor of the debtor provided such guarantor is an individual) with respect to any claim arising prior to the court decision commencing the proceedings if the objective of such legal action is: to obtain an order for payment of a sum of money by the debtor to the creditor (however, the creditor may require that a court determine the amount due in order to file a proof of claim, see below); to terminate a contract for nonpayment of pre-petition amounts owed to the creditor; or to enforce the creditor s rights against any assets of the debtor except where such asset whether tangible or intangible, movable or immovable is located in another Member State within the 53

74 European Union, in which case the rights in rem of creditors thereon would not be affected by the insolvency procedure, in accordance with the terms of Article 5 of EC Regulations 1346/2000). Regarding accelerated safeguard proceedings (procédure de sauvegarde accélérée) and accelerated financial safeguard proceedings (procédure de sauvegarde financière accélérée), this general stay only applies to the creditors that are subject to the accelerated safeguard (i.e. creditors subjected to the obligation to file a proof of claim and co-contracting parties, as described below) or to the accelerated financial safeguard (i.e., credit institutions that are eligible to the credit institutions committee and bondholders, which are eligible to the bondholders general assembly ). For a brief description of certain aspects of the EU Insolvency Regulation, the insolvency laws of France, see Limitations on Validity and Enforceability of the Note Guarantees and the Security Interests and Certain Insolvency Law Considerations. There are circumstances other than repayment or discharge of the Notes under which the Notes Collateral securing the Notes and the Note Guarantees will be released automatically, without the consent of holders of the Notes or the consent of the Trustee. Under various circumstances, the Notes Collateral securing the Notes and the Note Guarantees may be released automatically without the consent of the holders of the Notes or the Trustee, including: upon payment in full of principal, interest and all other obligations in respect of the Notes or discharge or defeasance thereof in accordance with the Indenture; upon release of a Guarantee in accordance with the Indenture; in connection with any disposition of Notes Collateral as permitted in the Indenture, the Revolving Credit Facility and the Intercreditor Agreement (but excluding any transaction subject to Description of the Notes Certain Covenants Merger, Consolidation or Sale of All or Substantially All Assets ); as described under the caption Description of the Notes Amendment, Supplement and Waiver ; in order to effectuate a merger, consolidation, conveyance or transfer as described in caption Description of the Notes Certain Covenants Merger, Consolidation or Sale of All or Substantially All Assets ; and in connection with an IPO Pushdown, as described under the caption Description of the Notes IPO Pushdown. You may face foreign exchange risks by investing in the Notes, which risk may be increased if the Euro no longer exists or if the Notes are otherwise redenominated as a result of member states leaving the Eurozone. The Notes will be denominated and payable in Euro. If investors measure their investment returns by reference to a currency other than Euro, an investment in the Notes will entail foreign exchange-related risks due to, among other factors, possible significant changes in the value of the Euro relative to the currency by reference to which investors measure the return on their investments because of economic, political and other factors over which we have no control. Depreciation of the Euro against the currency by reference to which investors measure the return on their investments could cause a decrease in the effective yield of the Notes below their stated coupon rates and could result in a loss to investors when the return on the Notes is translated into the currency by reference to which the investors measure the return on their investments. Despite the measures taken by countries in the Eurozone to alleviate credit risk, concerns persist regarding the debt burden of certain Eurozone countries and their ability to meet future financial obligations, the overall stability of the Euro and the suitability of the Euro as a single currency given the diverse economic and political circumstances in individual Eurozone member states. These and other concerns could lead to the reintroduction of individual currencies in one or more Eurozone member states, or, in more extreme circumstances, the possible dissolution of the Euro entirely. Should the Euro dissolve entirely, the legal and contractual consequences for holders of Euro-denominated obligations would be determined by laws in effect at 54

75 such time. We cannot assure you that the official exchange rate at which the Notes may be redenominated would accurately reflect their value in Euro. These potential developments, or market perceptions concerning these developments and related issues, could adversely affect the value of the Notes. See Exchange Rate and Currency Information. We may not be able to obtain the funds required to repurchase the Notes upon a change of control. The Indenture contains provisions relating to certain events constituting a change of control. Upon the occurrence of a change of control, the Issuer will be required to offer to repurchase all of the outstanding Notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest and additional amounts, if any, to the date of repurchase. If a change of control were to occur, we cannot assure you that we would have sufficient funds available at such time, or that we would have sufficient funds to provide to the Issuer to pay the purchase price of the outstanding Notes or that the restrictions in the Indenture, the Revolving Credit Facility Agreement, the Intercreditor Agreement or our other than existing contractual obligations would allow the Issuer to make such required repurchases. A change of control may result in an event of default under, or acceleration of, the Revolving Credit Facility, and certain other indebtedness or trigger a similar obligation to offer to repurchase loans or notes thereunder (as the case may be). The repurchase of the Notes pursuant to such an offer could cause a default under such indebtedness, even if the change of control itself does not. The ability of the Issuer to receive cash from our subsidiaries to make cash payments to the relevant holders of the Notes following the occurrence of a change of control, may be limited by our then existing financial resources. If an event constituting a change of control (as defined in the Indenture) occurs at a time when we are prohibited from providing funds to the Issuer for the purpose of repurchasing the Notes, we may seek the consent of the lenders under such indebtedness to the purchase of the Notes or may attempt to refinance the borrowings that contain such prohibition. If such consent to repay such borrowings is not obtained, the Issuer will remain prohibited from repurchasing any tendered Notes. In addition, we expect that we would require third-party financing to make an offer to repurchase the Notes upon a change of control. We cannot assure you that we would be able to obtain such financing. Any failure by the Issuer to offer to purchase the Notes would constitute a default under the Indenture, which would, in turn, constitute a default under the Revolving Credit Facility and certain other indebtedness. See Description of the Notes Repurchase at the Option of Holders Change of Control. The change of control provision contained in the Indenture may not necessarily afford you protection in the event of certain important corporate events, including a reorganization, restructuring, merger or other similar transaction involving us that may adversely affect you, because such corporate events may not involve a shift in voting power or beneficial ownership or, even if they do, may not constitute a change of control as defined in the Indenture. Except as described under Description of the Notes Repurchase at the Option of Holders Change of Control, the Indenture does not contain provisions that would require the Issuer to offer to repurchase or redeem the Notes in the event of a reorganization, restructuring, merger, recapitalization or similar transaction. The definition of change of control contained in the Indenture includes a disposition of all or substantially all of the assets of the Issuer and its restricted subsidiaries (if any), taken as a whole, to any person. Although there is a limited body of case law interpreting the phrase all or substantially all, there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances, there may be a degree of uncertainty as to whether a particular transaction would involve a disposition of all or substantially all of the assets of the Issuer and its restricted subsidiaries taken as a whole. As a result, it may be unclear as to whether a change of control has occurred and whether the Issuer is required to make an offer to repurchase the Notes. The Notes will initially be held in book-entry form, and therefore you must rely on the procedures of the relevant clearing systems to exercise any rights and remedies. Owners of the book-entry interests will not be considered owners or holders of Notes unless and until definitive Notes are issued in exchange for book-entry interests. Instead, the common depositary (or its nominee) for Euroclear and Clearstream will be the sole registered holder of the Notes in global form. 55

76 Payments of principal, interest and other amounts owing on or in respect of the Notes in global form will be made to Deutsche Bank AG, London Branch, as Paying Agent, which will make payments to Euroclear and Clearstream. Thereafter, such payments will be credited to Euroclear and Clearstream participants accounts that hold book-entry interests in the Notes in global form and credited by such participants to indirect participants. After payment to Euroclear and Clearstream, as described above, none of the Issuer, the Trustee or any paying agent will have any responsibility or liability for any aspect of the records relating to or payments of interest, principal or other amounts to Euroclear and Clearstream, or to owners of book-entry interests. Accordingly, if you own a book- entry interest in the Notes, you must rely on the procedures of Euroclear and Clearstream and, if you are not a participant in Euroclear and/or Clearstream, on the procedures of the participant through which you own your interest, to exercise any rights and obligations of a holder of the Notes under the Indenture. Owners of book-entry interests will not have the direct right to act upon any solicitations for consents or requests for waivers or other actions from holders of the Notes. Instead, if you own a book-entry interest, you will be reliant on the common depositary (or its nominee) (as registered holder of the Notes) to act on your instructions and/or will be permitted to act directly only to the extent you have received appropriate proxies to do so from Euroclear and/or Clearstream or, if applicable, from a participant. We cannot assure you that procedures implemented for the granting of such proxies will be sufficient to enable you to vote on any requested actions or to take any other action on a timely basis. Similarly, upon the occurrence of an event of default under and as defined in the Indenture governing the Notes, unless and until the definitive registered Notes are issued in respect of all book-entry interests, if you own a book-entry interest, you will be restricted to acting through Euroclear and Clearstream. We cannot assure you that the procedures to be implemented through Euroclear and Clearstream will be adequate to ensure the timely exercise of rights under the Notes. There may not be an active trading market for the Notes, in which case your ability to sell the Notes may be limited. We cannot assure you as to: the liquidity of any market in the Notes; your ability to sell your Notes; or the prices at which you would be able to sell your Notes. The Notes sold in reliance on Regulation S have a different restricted trading period than the Original Fixed Rate Notes and the Additional Fixed Rate Notes sold in reliance on Regulation S, given that for the 40 day period after the Issue Date, such Notes will not be fungible with such Original Fixed Rate Notes and the Additional Fixed Rate Notes. Accordingly, the Notes will be new securities for which there is no existing trading market and, as such, there can be no assurance that an active or liquid trading market will develop in respect of the Notes in the future. Future trading prices for the Notes will depend on many factors, including, among other things, the period upon which such Notes are restricted from trading with the Original Fixed Rate Notes and the Additional Fixed Rate Notes, prevailing interest rates, our operating results and the market for similar securities. Historically, the market for non-investment grade securities has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the Notes. The liquidity of a trading market for the Notes may be adversely affected by a general decline in the market for similar securities and is subject to disruptions that may cause volatility in prices. The trading market for the Notes may attract different investors and this may affect the extent to which such Notes may trade. It is possible that the market for the will be subject to disruptions. Any such disruption may have a negative effect on you, as a holder of the Notes, regardless of our prospects and financial performance. As a result, there is no assurance that there will be an active trading market for the Notes. If no active trading market develops, you may not be able to resell your holding of the Notes at a fair value, if at all. In addition, the Indenture allows us to issue additional Fixed Rate Notes in the future, which could adversely impact the liquidity of the Notes. 56

77 You may not be able to recover in civil proceedings for U.S. securities law violations. The Issuer, the Guarantors and each of their respective subsidiaries are organized outside the United States, and our business is conducted entirely outside the United States. Almost all of the directors and executive officers of the Issuer and the Guarantors are non-residents of the United States. Although the Issuer and the Guarantors will submit to the jurisdiction of certain New York courts in connection with any action under U.S. securities laws, you may be unable to effect service of process within the United States on these directors and executive officers. In addition, as substantially all of the assets of the Issuer, the Guarantors and their respective subsidiaries and those of their respective directors and executive officers are located outside of the United States, you may be unable to enforce judgments obtained in the U.S. courts against them. Moreover, in light of recent decisions of the U.S. Supreme Court, actions of the Issuer and the Guarantors may not be subject to the civil liability provisions of the federal securities laws of the United States. See Enforceability of Civil Liabilities. Credit ratings may not reflect all risks, are not recommendations to buy or hold securities and may be subject to revision, suspension or withdrawal at any time. One or more independent credit rating agencies may assign credit ratings to the Notes. The credit ratings address our ability to perform our obligations under the terms of the Notes and credit risks in determining the likelihood that payments will be made when due under the Notes. The ratings may not reflect the potential impact of all risks related to the structure, market, additional risk factors discussed above and other factors that may affect the value of the Notes. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal by the rating agency at any time. No assurance can be given that a credit rating will remain constant for any given period of time or that a credit rating will not be lowered or withdrawn entirely by the credit rating agency if, in its judgment, circumstances in the future so warrant. A suspension, reduction or withdrawal at any time of the credit rating assigned to the Notes by one or more of the credit rating agencies may adversely affect the cost and terms and conditions of our financings and could adversely affect the value and trading of the Notes. Transfers of the Notes are restricted, which may adversely affect the value of the Notes. The Notes are being offered and sold pursuant to an exemption from registration under the U.S. Securities Act and applicable state securities laws of the United States. The Notes have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws. Therefore you may not transfer or sell the Notes in the United States except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws, or pursuant to an effective registration statement, and you may be required to bear the risk of your investment in the Notes for an indefinite period of time. The Notes and the Indenture contain provisions that restrict the Notes from being offered, sold or otherwise transferred except pursuant to the exemptions available pursuant to Rule 144A and Regulation S under the U.S. Securities Act, or other exemptions under the U.S. Securities Act. In addition, by acceptance of delivery of any Notes, the holder thereof agrees on its own behalf and on behalf of any investor accounts for which it has purchased the Notes that it shall not transfer the Notes in an aggregate principal amount of less than 100,000. Furthermore, we have not registered the Notes under any other country s securities laws. It is your obligation to ensure that your offers and sales of the Notes within the United States and other countries comply with applicable securities laws. See Transfer Restrictions. The Notes sold in reliance on Regulation S have initially been issued with temporary ISINs and common codes. In the event that we are unable to transfer such Notes to the permanent ISINs and common codes, such Notes will continue to trade under a separate ISIN and common code to the Original Fixed Rate Notes and the Additional Fixed Rate Notes sold in reliance on Regulation S, which may adversely affect the liquidity of the Notes and cause the Notes to trade at different prices than the Original Fixed Rate Notes and the Additional Fixed Rate Notes. Once the Notes sold in reliance on Regulation S have become freely tradeable upon the expiration of the relevant restrictive period under Regulation S, we expect that the Notes will share a single ISIN and common code with the Original Fixed Rate Notes and the Additional Fixed Rate Notes sold in reliance on Regulation S, and that the Notes, the Original Fixed Rate Notes and the Additional Fixed Rate Notes will thereafter be fungible. However, in the event that we are unable to transfer the Notes to the permanent ISINs and common codes, the Notes will continue to trade under separate ISINs and common codes to the Original Fixed Rate Notes and the Additional Fixed Rate Notes sold in reliance on Regulation S, which may adversely affect 57

78 the liquidity of the Notes and cause the Notes to trade at different prices than the Original Fixed Rate Notes and the Additional Fixed Rate Notes. 58

79 USE OF PROCEEDS We will use the net proceeds of the Offering for general corporate purposes, including to finance potential acquisitions in 2016, and to pay commissions, fees and expenses estimated at approximately 2 million in connection with the Offering. Sources and Uses for the Offering The expected estimated sources and uses of the funds of the Offering are shown in the table below. Actual amounts are subject to adjustments and may vary from estimated amounts depending on several factors, including differences in the estimated total transaction costs. Sources (EUR millions) Uses (EUR millions) Notes (1) General corporate purposes, including potential 69.6 acquisitions... Transaction fees and expenses (2) Total sources Total uses (1) Reflects the aggregate principal amount of the Notes issued on the Issue Date plus the offering premium, excluding approximately 0.8 million of accrued and unpaid interest on the Notes from December 1, 2015 to, but excluding, the Issue Date. (2) Represents estimated fees and expenses associated with the Offering, including the Initial Purchasers commissions and discounts and other transaction costs and professional fees. 59

80 CAPITALIZATION The following table sets forth the consolidated cash and cash equivalents, and the capitalization of: AAG, on a historical basis, derived from AAG s unaudited consolidated financial statements as of and for the nine months ended September 30, 2015, which were prepared in accordance with French GAAP; the Parent, on a historical basis, derived from the Parent s unaudited management accounts as of September 30, 2015, which is maintained in accordance with French GAAP; as adjusted to give effect to the acquisition of Coler as if it had occurred on September 30, 2015; and as further adjusted to give effect to the Offering and the use of proceeds therefrom as described in Use of Proceeds as if it had occurred on September 30, You should read the following table in conjunction with Use of Proceeds, Summary Recent Developments, Management s Discussion and Analysis of Financial Condition and Results of Operations, Description of Certain Financing Arrangements and the consolidated financial statements and the accompanying notes of AAG included elsewhere in these listing particulars. Except as set forth below, there have been no other material changes to AAG s capitalization since September 30, AAG (historical) Parent (historical) As of September 30, 2015 As adjusted for the acquisition of Coler As adjusted for the Offering Total as adjusted amount (EUR million) Total cash and cash equivalents (2) (3) (10.0) (4) (3) Debt: Notes (5) Additional Fixed Rate Notes Original Fixed Rate Notes Floating Rate Notes Revolving Credit Facility (6)... Loans to AAG from its parent entities (7) (393.5) Other financial debt (8) Total third-party debt (9) (9) (9) Total equity (10) Total capitalization (1) Amounts are gross of debt issuance costs that will be amortized and exclude (i) approximately 5.5 million of aggregate accrued and unpaid interest on the Notes, the Additional Fixed Rate Notes, the Original Fixed Rate Notes and the Floating Rate Notes from December 1, 2015 to, but excluding, the Issue Date and (ii) the offering premium reflected in the gross proceeds received from the Offering. (2) The historical and total adjusted amounts of cash and cash equivalents as of September 30, 2015 are shown net of bank overdrafts in the amount of 20.7 million. The total adjusted amount of cash and cash equivalents represents total cash and cash equivalents as of September 30, 2015 for the Parent, as adjusted to give effect to the Offering and the use of proceeds of the Offering as contemplated under Use of Proceeds (excluding approximately 0.8 million of accrued and unpaid interest on the Notes from December 1, 2015 to, but excluding, the Issue Date, and the offering premium reflected in the gross proceeds received from the Offering) and as further adjusted to give effect to the acquisition of Coler as if it had occurred on September 30, (3) The historical amount of cash and cash equivalents for the Parent as of September 30, 2015 is shown net of cash and cash equivalents for AAG and its consolidated subsidiaries as of September 30, 2015 in the amount of 60.6 million. The total adjusted amount of cash and cash equivalents as of September 30, 2015 does not reflect the increase or decrease in cash and cash equivalents for the Parent and its consolidated subsidiaries after September 30, 2015, including any cash on balance sheet that we may have used to finance the acquisitions of Gallays and Fenland in November 2015, and a French distributor of LV parts in February 2016, or intend to use to finance the acquisition of another French distributor that we have described under Summary Recent Developments. As of December 31, 2015, we estimate that cash and cash equivalents for the Parent and its consolidated subsidiaries was approximately 52 million net of bank overdrafts. 60

81 (4) Represents the amount of cash on our balance sheet that we used for the acquisition of Coler on December 9, 2015 net of the amount of cash and bank overdrafts on Coler s balance sheet as of that date. (5) Adjusted amount reflects the aggregate principal amount of the Notes, excluding (i) approximately 0.8 million of accrued and unpaid interest on the Notes from December 1, 2015 to, but excluding, the Issue Date and (ii) the offering premium reflected in the gross proceeds received from the Offering. (6) The Revolving Credit Facility will mature in As of the Issue Date, our Revolving Credit Facility was undrawn. For more information on our Revolving Credit Facility, see Description of Certain Financing Arrangements. (7) Represents intra-group debt between AAG and its parent entities which, on a consolidated basis, has no impact on our total third-party debt position at the level of the Parent. (8) The historical amount of other financial debt as of September 30, 2015 represents (i) certain local debts incurred to finance our capital expenditures for 5.3 million and (ii) finance leases that accounted for as financial debt for 4.6 million, in each case as of September 30, 2015 and excluding accrued interest, which in aggregate amounted to 0.5 million as of September 30, Other financial indebtedness for the Parent is shown net of any consolidation impacts. The adjustment made in connection with the acquisition of Coler represents the amount of third-party debt (net of overdrafts) outstanding at Coler that we assumed on December 9, 2015 when we acquired Coler. For a description of Coler s third-party debt, see Description of Certain Financing Arrangements. (9) The historical amount of total third-party debt for AAG and its consolidated subsidiaries represents only third-party debt outstanding at this level net of any intra-group loans owed by it to its parent entities. The historical amount of total third-party debt for the Parent and its consolidated subsidiaries represents only third-party debt outstanding at the level of the Parent net of any intra-group receivables and any consolidation impacts. (10) The historical amount of equity for the Parent as of September 30, 2015 represents the equity contribution made by our shareholders to us in connection with the Acquisition in the amount of million net of equity outstanding at the level of AAG and its consolidated subsidiaries in the amount of 19.5 million. The adjustment made in connection with the acquisition of Coler represents the equity contribution made by our shareholders to us for the acquisition of Coler. 61

82 SELECTED HISTORICAL FINANCIAL INFORMATION Nine months ended September 30, Historical Pro Forma Historical Year ended December 31, (1) ( in thousands) Income Statement Data Sale of goods , ,362 1,073,132 1,081, , ,314 Production sold services... 83,407 62, ,674 73,488 71,533 70,057 Net revenue , ,328 1,180,806 1,155, , ,371 Release of amortization and provisions... 8,451 5,650 9,952 10,344 7,982 8,306 Transferred charges... 2,808 3,100 3,995 6,141 3,179 3,825 Other income... 1,149 1, , ,305 Operating income... 1,006, ,121 1,195,573 1,173, , ,807 Purchase of goods... (746,213) (664,597) (888,485) (877,057) (644,754) (619,209) Movement in inventory... 1, ,204 (1,522) (2,210) 2,227 Other purchases and external costs... (65,500) (61,350) (81,365) (80,667) (57,164) (52,747) Other taxes... (9,715) (8,187) (11,294) (11,209) (8,534) (7,461) Wages and salaries... (84,178) (74,651) (100,394) (93,022) (71,605) (63,823) Employee profit-sharing plan... (963) (709) (808) (720) (659) (614) Social security charges... (26,087) (24,900) (32,371) (32,881) (24,622) (22,704) Operating depreciations charges and provisions On fixed assets: depreciation charges... (7,724) (8,053) (11,525) (9,491) (7,939) (6,606) On current assets and increases in (9,586) (8,386) (11,874) (10,201) (7,619) (8,247) provisions... Other expenses... (2,787) (2,164) (4,632) (4,720) (2,605) (1,888) Operating expenses... (951,530) (852,015) (1,138,544) (1,121,490) (827,711) (781,072) Operating result... 55,222 43,105 57,029 51,534 40,589 34,735 Financial income ,883 2,620 1,407 1,266 Financial costs... (20,972) (19,706) (42,317) (20,272) (20,341) Net financial result... (20,021) (17,824) (39,697) (18,865) (19,075) Result before tax and extraordinary 35,200 25,281 17,332 21,724 15,660 items... Extraordinary result... (576) (1,319) (12,685) (1,997) (954) Income tax expense... (10,426) (7,504) (9,669) (7,710) (6,878) Deferred income tax ,957 10,785 (1,213) 40 Profit from fully consolidated companies.. 24,400 21,415 5,764 10,804 7,869 Goodwill amortization of fully (12,573) (11,319) (15,501) (12,326) (12,210) consolidated companies... Net consolidated profit/(loss) for the period... 11,833 10,097 (9,738) (1,552) (4,341) As of September 30, As of December 31, ( in thousands) Condensed Balance Sheet Data Intangible assets , , , ,857 Tangible assets... 35,295 32,358 33,058 36,935 Financial assets... 7,114 12,065 6,268 5,259 Non-current Assets , , , ,052 Inventories and work in progress , , ,095 85,248 Accounts receivable , , , ,311 Other assets ,285 85,532 65,467 39,594 Current Assets , , , ,153 Cash and short term deposits... 81,262 68,093 58,287 50,509 Total assets , , , ,714 Equity group share... 5,039 (4,347) 7,965 1,556 Non-controlling interests... 14,481 14,139 13,390 10,571 Provisions for liabilities and charges... 12,163 12,491 15,480 10,875 Financial liabilities , , , ,780 Trade payable , , , ,360 Other liabilities... 95,714 83,949 72,476 47,933 Deferred income... 3,682 2,799 2,631 1,639 Total liabilities , , , ,712 Total equity and liabilities ,97 729, ,77 525,714 62

83 Nine months ended September 30, Year ended December 31, ( in thousands) Summary Cash Flow Data Net cash flow from operations... 29,321 19,845 25,846 15,003 14,949 Net cash flow used in investing activities... (51,425) (7,245) (14,813) (33,416) (7,447) Net cash flow from/(used in) financing activities... 42,304 (13,830) (5,750) 6,156 (5,262) Impact of exchange rate fluctuations... 1,679 2,020 1,877 (562) 365 Net cash flow... 21, ,160 (12,819) 2,605 (1) During the course of 2013, we carried out the 2013 Business Combinations and integrated certain businesses to our activities. In light of these business combinations and their impact on the scope of the consolidation, an unaudited condensed pro forma income statement for the year ended December 31, 2013, is presented in accordance with paragraph 423 of CRC ruling. The unaudited condensed pro forma consolidated income statement of AAG for the year ended December 31, 2013 has been prepared as described in the basis of presentation in Unaudited Condensed Pro forma Financial Information, and is not intended to comply with the requirements of Regulation S-X of the U.S. Securities Act. The pro forma financial information of AAG for the year ended December 31, 2013 is for informational purposes only and is not intended to represent or to be indicative of the consolidated results of operations or financial position of AAG, had the 2013 Business Combinations occurred on January 1, The actual historical results may differ significantly from those reflected in the pro forma financial information of AAG for the year ended December 31, 2013 for a number of reasons, including, but not limited to, differences between the assumptions used to prepare the unaudited condensed pro forma financial information and actual amounts. As a result, the unaudited condensed pro forma financial information of AAG for the year ended December 31, 2013 does not purport to be indicative of the financial condition or results of operations of AAG, had the 2013 Business Combinations occurred on January 1, For more information, see Presentation of Financial and Other Data 2013 Unaudited Condensed Pro Forma Financial Information. 63

84 MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Each of the Parent, Alliance Automotive Investment and the Issuer, respectively, were formed for the purpose of facilitating the Acquisition. The Parent is the holding company for the Group and has no revenuegenerating operations or operating assets of its own, other than the ownership of the share capital of its direct subsidiaries Alliance Automotive Investment and the Issuer. On the Completion Date, Alliance Automotive Investment acquired indirectly the entire share capital of AAG. Prior to the Completion Date, the Parent, Alliance Automotive Investment and the Issuer had no material assets or liabilities other than in respect of the issuance of the Original Notes and did not engage in any activities other than those related to the Acquisition. As of the date of these listing particulars, the Parent is the direct holding company of Alliance Automotive Investment and the indirect holding company of AAG. The following is a discussion and analysis of AAG s financial condition and the results of operations as of and for the nine months ended September 30, 2014 and 2015 and the years ended December 31, 2013 and 2014, and Financière Poinsetia s financial condition and the results of operations as of and for the year ended December 31, However, there are material differences between the Parent s results of operations and AAG s historical consolidated financial information relating to (i) the quantum of indebtedness and interest expense incurred in connection with the Original Notes issued and the Revolving Credit Facility entered into as a part of the Acquisition and the Additional Fixed Rate Notes issued on May 13, 2015, and (ii) the impact of the purchase price allocation related to the Acquisition (including adjustments to goodwill). As a result, we have included, where appropriate, discussions of the impacts of such indebtedness, interest expense and purchase price allocation. You should read this discussion in conjunction with Presentation of Financial and Other Data and our consolidated financial statements and the related notes included elsewhere in these listing particulars. Unless otherwise indicated, information presented in this discussion is presented on a consolidated basis for AAG and Financière Poinsetia. Our financial statements have been prepared in accordance with French GAAP. IFRS differs in significant respects from French GAAP. See Presentation of Financial and Other Data and Annex A: Summary of Certain Differences between French GAAP and IFRS. This discussion includes forward-looking statements which, although based on assumptions that we consider reasonable, are subject to risks and uncertainties, which could cause actual events or conditions to differ materially from those expressed or implied by the forward-looking statements. See Information Regarding Forward-Looking Statements for a discussion of risks and uncertainties facing us. You should also see Risk Factors. Overview We operate in the independent aftermarket distributor channel for automotive parts and services in France, the UK and Germany. We buy LV and CV spare parts from manufacturers that we distribute to various categories of customers through our network of distributors, which are either wholly owned subsidiaries or affiliated distributors. According to Roland Berger, in 2014, we were the leader in the French distribution aftermarket for wholesalers of LV spare parts based on distribution network revenue (which includes the aggregate revenues from the sale of LV aftermarket spare parts of all our distributors, including subsidiary and affiliated independent distributors). In addition, we are a significant participant in the United Kingdom in the distribution aftermarket for wholesalers of LV spare parts. In December 2015, we entered the German market through our acquisition of Coler, a distributor of automotive parts and services for light vehicles based in Western Germany. CV spare parts represented approximately 14% of our consolidated revenues for the twelve months ended September 30, For the twelve months ended September 30, 2015, we generated consolidated net revenues of 1,289.8 million and Adjusted EBITDA of 96.0 million, including the estimated EBITDA contribution and the estimated run-rate effect of synergies related to the 2015 Acquisitions. We offer approximately 150,000 SKUs on permanent stock in France, as well as a similar number of SKUs in the United Kingdom and Germany, as we believe that a broad selection and availability of parts, tools and equipment is of critical importance in our industry. Our comprehensive product portfolio covers all market channels (both LVs and CVs) and product families (such as brakes, clutches, batteries and timing belts). In addition to automotive parts, we provide independent garages with a broad assortment of repair shop tools and equipment such as pneumatic, electrical, hand and special tools used for diagnostic and repair of vehicles. 64

85 We are an integrated company, acting as a strategic intermediary between key parts manufacturers (approximately 470 parts suppliers as of September 30, 2015 in France and the UK) and a large number of garages (approximately 14,300 independent garages in France and 14,900 in the UK in 2014) geographically dispersed across each of these countries. We distribute spare parts in France and the UK through our trading groups, which buy the spare parts from the suppliers and sell them to our wholly owned distributors and affiliated distributors, which in turn sell these parts to the end customer in these countries. Parts are either delivered directly by our suppliers to our wholly owned or affiliated distributors, or delivered by our trading groups out of their national or regional warehouses in France and the UK. Our wholly owned or affiliated distributors end customers are primarily independent garages, body shops, autocenters and fast-fitters, some of which operate under contract with us and under our repair network brands, such as Top Garage and Précisium Garage in France and AutoCare in the United Kingdom. Our trading groups in France and the UK perform central purchasing functions and provide logistic, marketing and general services to our wholly owned and affiliated distributors. In Germany, Coler s operations are set up in a similar fashion. In France, as of September 30, 2015, we operated a network of 163 subsidiary outlets and 805 affiliated outlets representing a total of 968 sites which are either supplied by our owned warehouses (three national and six regional warehouses) or through direct shipment from suppliers. In the United Kingdom, as of September 30, 2015, we had a network of 65 subsidiary outlets and 667 affiliated outlets operating from a total of 732 sites. We believe our overall size provides us with competitive pricing terms with aftermarket spare parts suppliers, while our extensive network allows us to deliver a broad range of parts on a timely and efficient manner throughout our three geographic regions. As of September 30, 2015, we estimate that we serviced more than 25,000 customers across France and the UK, of which approximately 3,150 were affiliated garages. These affiliated garages operate under contract with us and receive marketing and logistics services and support from the Group, which we believe leads to increased loyalty with our distributors. Key Factors Affecting Our Results of Operations The following are key factors that have significantly affected AAG s results of operations, financial condition and liquidity during the nine months ended September 30, 2014 and 2015 and the years ended December 31, 2013 and 2014, and Financière Poinsetia s results of operations, financial condition and liquidity during the year ended December 31, 2012 or which we expect will significantly affect (or continue to affect) AAG s results of operations in the future. Dynamics of the aftermarkets for spare parts for LVs The following factors may affect the amount of LV parts sold in France and the United Kingdom in any given period: Size of the car parc. There were approximately 37.8 million LVs in circulation in France in 2014 and 35.6 million LVs in circulation in the United Kingdom as of December 31, 2014, according to Roland Berger. The size of the car parc in the markets in which we operate is impacted by population size (which has grown to a limited extent in France and the United Kingdom over the last five years), penetration rate, consumer spending power, the use of public transportation (which has increased in recent years) and the rate at which new cars are introduced and old cars are retired from the car parc. Average age of the car parc. The slowdown in LV registrations in France and the United Kingdom typically result in an increase in the average age of the car parc in France and the United Kingdom. In general, older cars require more repair and maintenance services and spare parts than newer cars, and as a result an increase in the average age of the car parc can have a positive impact on our operations. Miles travelled. We believe that the deterioration of general economic conditions in Europe and the fluctuations in fuel prices, particularly in France, have historically affected the spending power of car owners, leading to a decrease in miles travelled per car. Typically, cars with greater mileage require more maintenance services and spare parts replacements than cars which are used less often. 65

86 Postponement of certain light vehicle repairs. Despite a stable car parc size and the increasing age of LVs in circulation, we believe that during an economic downturn, some of our endcustomers may postpone LV repairs and maintenance due to their diminished spending power. In addition to the economic environment, the improved quality of LVs (which generally enables vehicles to run longer without repair or replacement) generally leads vehicle owners to delay the purchase of new LVs. However, key maintenance inspections and repairs cannot be postponed for a prolonged period and ultimately these repairs need to be performed in order for a light vehicle to continue to operate at a minimum level. For example, French and UK law impose compulsory regular tests of vehicle safety (Contrôle Technique in France and MOT in the United Kingdom), which need to be passed by each vehicle on an annual or bi-annual basis after the lapse of three to four years from the date of its registration, reduce the amount of time where maintenance repairs can be postponed by our end- customers, thus partially offsetting the effects of economic downturns. We believe that the IAM for LVs in France and the United Kingdom have been affected by this temporary postponement of repairs during last economic downturns. Preference of IAM channel versus OES channel. While certain car owners prefer, particularly during the warranty coverage period, to have their LV serviced in a manufacturers dealers garage, due to the link between the manufacturers dealers garage and the original LV manufacturer, from the end- customer s standpoint, the IAM channel is significantly cheaper than the OES channel. For instance, authorized car dealers in France and the United Kingdom generally charge approximately 50% more per hour of labor compared to independent repairers. Moreover, the flexibility to use non-oes parts also reduces cost. This lower cost, together with the diminished spending power of our end-consumer s and the increasing age of the car parc, have encouraged some car owners to rely more on garages operating in the independent channel, as opposed to the manufacturers dealers channel. Increased variety in LVs. The number of brands and models of LVs in France has been steadily increasing in recent years, which has resulted in an increase in the variety of spare parts ultimately ordered by our customers. This increase in the variety of spare parts benefits large, integrated distributors such as us because we have the scale to stock a wide variety of spare parts. As a result, we can serve as a one-stop shop for our independent repairers, who increasingly require a wider range of products. The factors described above have generally had a positive impact on our results, and we believe have generally increased our earnings and cash flow. Selected acquisitions Acquisitions and dispositions affect our results of operations in several ways. First, our results for the period during which an acquisition takes place are affected by the inclusion of the results of the acquired entity into our consolidated results. Second, the results of the acquired businesses after their acquisitions may be positively affected by synergies. Additionally, we may experience an increase in operating expenses, including staff costs, as we integrate the acquired business into our network. Finally, because acquired entities are consolidated from their date of acquisition, the full impact of an acquisition is only reflected in our financial statements in the subsequent period. Successive acquisitions have allowed the Group to grow from an EBITDA of 41.3 million in 2012 to an EBITDA of 80.3 million and an Adjusted EBITDA of 96.0 million, including the estimated EBITDA contribution and the estimated run-rate effect of synergies related to the 2015 Acquisitions, for the twelve months ended September 30, Historically, we have carried out acquisitions ranging from 1 million to 30 million annual sales per target. Distributors affiliated to our network constitute the bulk of acquisition targets. By consolidating smaller distributors, not only do we enhance our geographic coverage but we also achieve meaningful synergies, by applying our procurement terms to the acquired businesses, while leveraging additional volumes with suppliers to obtain higher rebates and generating savings on logistic and support functions. 66

87 Acquisitions completed in the first nine months of 2015 We acquired C.T. Autoparts Limited ( CT ) on January 9, 2015, for a purchase price of approximately 0.4 million. CT is a distributor of LV parts in the United Kingdom. CT operates two branches in the Northamptonshire area. We acquired the Techni Freins group ( Techni Freins ) on January 15, 2015, for a purchase price of approximately 9.5 million. Techni Freins is a group of distributors active in the wholesale and retail of automotive spare parts. The group comprises the following companies: Atlantic Accessoires Diffusion (a French société par actions simplifiée), Centre Technique du Frein (a French société par actions simplifiée), Super Freins (a French société par actions simplifiée), and Techni Freins (a French société par actions simplifiée). Techni Freins operates in the southwest of France, in the Bordeaux region, and is a historical member of Groupauto International. We acquired United Aftermarket Network Limited ( UAN ) on February 27, 2015, for a purchase price of approximately 3.0 million. UAN is a trading group for the automotive market located in the United Kingdom, which unites LV and CV parts distributors and provides them with favorable purchasing terms through its collective buying power. We have continued to run UAN as a distinct distribution network. We acquired the Théret group ( Théret ) on March 3, 2015, for a purchase price of 4. Théret is a group of distributors active in the wholesale and retail of automotive spare parts. The group comprises the following companies: Auto Evolution (a French société à responsabilité limitée), Meca Stock (a French société à responsabilité limitée), Pirot Tecni Car (a French société à responsabilité limitée) and Théret (a French société par actions simplifiée). Théret operates in central France. Prior to the acquisition, Théret was not a member of our trading groups. As a result of this acquisition, we increased our trading groups coverage and strengthened purchase volumes. We acquired Motex Automotive Distribution Limited ( Motex ) on March 31, 2015, for a purchase price of approximately 3.9 million. Motex is a distributor of LV spare parts, lubricants and tools in the United Kingdom. Motex operates predominantly in the Essex and East London areas and has branches in Chelmsford, Romford, Wickford, Southend and Witham. We acquired Saint Amand Service France ( SASF ) on May 6, 2015, for a purchase price of approximately 12.9 million. SASF is a distributor of LV parts specializing in bodywork parts in France. SASF is located in Villebon-sur-Yvette and operates in Lyon and Toulouse. We acquired Industrial Friction Services Limited ( IFS ) on June 30, 2015, for a purchase price of approximately 3.2 million. IFS is a distributor of CV parts in the UK, operating from a single location in Essex in the South East of England. We acquired CAT Automotive Limited ( CAT ) on June 30, 2015, for a purchase price of approximately 1.8 million. CAT is a distributor of LV parts in the UK and is located in the South East of England, it has four branches on the coast of Kent. We acquired Groupe Chambon ( Chambon ) on July 20, 2015, for a purchase price of approximately 3.7 million. Chambon is a distributor of automotive spare parts in the Center of France and is located in Nemours and has a turnover of approximately 8 million. We acquired Frenco Service Replacements Limited ( Frenco ) on August 12, 2015, for a purchase price of approximately 0.6 million. Frenco is a distributor of both LV and CV parts in the UK and the business trades from three sites in Banbury, Kidderminster and Oxford in the West Midlands. We also acquired Coler, Gallays and Fenland in the last quarter of financial year For more information on these acquisitions see, Summary Recent Developments Acquisitions completed in the fourth quarter of Significant Acquisitions and Business Combinations in 2013 and 2014 Given their size, the TPA Acquisition and the Precisium Acquisition had a material impact on our results of operations in the years ended December 31, 2013 and 2014, with the achievement of significant 67

88 synergies, primarily related to increased revenues and cost savings from our suppliers in relation to negotiation of additional rebates and increased management fees, as well as a negative adjustment due to higher discounts to some of our affiliated distributors and cost savings resulting from the integration and efficiencies with respect to our staff functions and personnel. We have also acquired other distributors and trading groups. In December 2013 and June 2014 respectively, we acquired Allio SAS ( Allio ) and Homaco Groupe SARL ( Homaco ), two distributors in France and we acquired BJ Marshall (Eastbourne) Limited ( BJ Marshall ), a UK distributor in February We also acquired Motofacts Limited ( Motofacts ) on March Acquisition of TPA: On July 4, 2013, we acquired TPA Group, a distributor of spare parts for LV and the largest independent member of Groupauto France. It distributed through its outlets, as well as its regional platform, especially present in the North-Eastern part of France. Acquisition of Precisium: On April 10, 2013, FAI acquired Precisium Group, the third largest trading group in France at the time, with 164 members and 797 affiliated garages. The Precisium Acquisition allowed us to achieve a leading position in the French independent aftermarket distributor channel. On September 23, 2014, we received a notice from one of our largest affiliated distributors expressing its intention to terminate its existing distribution contract with us, which we agreed to terminate on March 31, For the year ended December 31, 2014, the EBITDA generated by sales to that affiliated distributor represented 0.9 million. As a consequence of this termination, we intend to seek strategic acquisitions and other development opportunities in the regions covered by such affiliated distributor. FAI Reorganization: On November 26, 2013, we carried out a contribution-in-kind of the shares of FAI to AAG. See Presentation of Financial and Other Data. Technological trends in our industry Our results are impacted by the changing technological trends in our industry and our ability to respond to such trends. Technological advancements in the LV market, such as the increased number of driver assistance systems, control devices and other electronic components, have resulted in sophisticated repair processes and related spare parts. The increased use of technology in the manufacturing of LVs and spare parts has also led to an extended lifespan of key LV components, such as exhaust systems, brakes and motor oil. These trends have adversely affected our operations in certain of our business channels because LV spare parts tend to wear out less frequently, which in turn extends maintenance service cycles and leads to lower demand for spare parts and repair services. Further, due to ongoing technological developments, repairers are required to acquire the appropriate technical expertise in newly developed components and gain access to the tools, instruments and parts that such technological developments demand, which may increase costs for the IAM channel. Similarly, given the extended lifespan of spare parts, certain LV manufacturers have extended their new LV warranties for eight years or more and provide long-term service programs to customers. However, in many cases decreasing volumes have been offset by increased prices for technologically advanced spare parts and complex repair services. Further, given the IAM channel covers repairs of cars mainly aged six years or more, there is generally sufficient time for us to acquire the necessary technical knowledge and provide the appropriate training to our employees and our repairer customers. Also, some of our major suppliers, such as Bosch, develop and constantly update versatile diagnostics tools that allow repairs on multiple car brands and models. In addition, certain technological advancements may require that entire modules or systems be replaced in certain types of LVs, as opposed to discrete parts, thereby increasing replacement costs. We have also developed various sophisticated IT services for our garage customers, including easily accessible websites and support and training programs, in order to keep our garage customers up- to-date with the latest technological developments. Regulation The market for the supply and distribution of spare parts is affected by regulatory changes, including those that govern access by independent aftermarket distributors and those that seek to impact vehicle safety and other driver behaviors. 68

89 Compulsory tests of vehicle safety French and UK laws impose compulsory regular tests of vehicle safety (Contrôle Technique in France and MOT in the United Kingdom), which need to be passed by each vehicle on an annual or bi-annual basis after the lapse of three to four years from the date of its registration. Such regulations are beneficial for our business as a majority of the repairs are non-discretionary as a consequence of such tests. New BER In recent years, the market for the supply and distribution of spare parts has been generally liberalized as a result of EU regulatory changes. This development has improved access to the spare parts aftermarket for the IAM channel. The LV sector in the European Union is currently regulated by Regulation (EU) No. 461/2010 related to the new General Vertical Block Exemption Regulation (the New BER ), which was adopted in 2010 and replaced Regulation (EC) No. 1400/2002 (the BER 2002 ). A key aim of the New BER is to ensure fair competition in the LV sector. In general, we believe that the current regulatory framework is favorable to our operations and ensures (i) full access for independent garages to the technical information needed to ensure effective competition within and between the IAM and the OES channels, (ii) customers rights to engage repairers throughout the life of the light vehicle with no warranty limitations, (iii) unrestricted sale of spare parts in the IAM channel and (iv) resellers rights to use private brands and logos for spare parts sales. Traffic laws and policy The overall market for collision repair in France and the United Kingdom has been affected by a decline in collisions as a result of increased enforcement of and publicity surrounding traffic laws. Social changes In addition, our results and cost structure are also impacted by government policies in France relating to payments for certain social charges, such as the Fillon Law and CICE. Fillon law We are required to pay social security contributions for our employees that cover illness, maternity leave, incapacity, retirement and death. Pursuant to the Fillon Law, we benefit from reductions in such social security contributions in respect of wages for those employees whose salaries are less than 1.6 times the French statutory minimum wage (salaire minimum interprofessionnel de croissance) (the SMIC ). As of January 1, 2016, the amount of this reduction is based on a formula, which takes into account the gross salary of such employees and a rate of 0,2842 for companies with more than 19 employees. In addition, since January 1, 2015 the basis of the remuneration taken into account for the calculation of the Fillon reduction was expanded. It now includes, in addition to wages (including overtime and bonuses), paid leaves, premiums and benefits in kind and cash, remuneration of breaks, dressing and undressing time, outage time and amplitude, shower times. The availability of such reductions in social security contributions is also subject to our compliance with French regulations relating to mandatory annual salary negotiations with employee representatives. If we do not comply with such regulations, the reduction in social security contributions could be less than those to which we would normally be entitled. We could also lose this entitlement altogether (i.e., the amount of the discount in the social security contributions could be reduced by up to 100%) if we do not comply with the requirement to undertake salary negotiations with employee representatives for three consecutive years. We are currently in compliance with the Fillon Law and hence do not expect to lose this entitlement in the near future. From January 1, 2016, non-compliance with our obligation to enter into annual salary negotiations with employees would no longer be punished by eliminating all or a portion of the reduction in social security contributions, but by a specific financial penalty. CICE In December 2012, a new tax credit for encouraging competitiveness and jobs (Crédit d Impôt pour la Compétitivité et l Emploi) ( CICE ) was adopted as part of an overall stated French government policy to 69

90 improve the competitive position of companies in France. Pursuant to CICE rules, French companies will receive a tax credit of 4% of the gross salaries paid to certain employees for 2013 and 6% of the gross salaries of such employees for 2014 and subsequent years. The amount of CICE is calculated on the basis of gross salaries paid to such employees in the course of the calendar year for employees whose gross salary is less than or equal to 2.5 times the SMIC. Pursuant to CICE rules, this threshold is calculated on the basis of such employee s normal working hours plus such employee s overtime hours (but without taking into account the overtime rate payable in respect of such overtime). CICE receivable can be collected against corporation tax due with respect to the year during which the relevant salaries have been paid. If the amount of the corporation tax charge is less than the amount of CICE, the balance can be carried forward for the next three fiscal years and thus be offset against corporation tax charges with respect to such next three fiscal years. If after these three fiscal years, the amount of CICE has not been fully utilized, the remaining amount can be refunded by the French tax authorities if requested. The CICE prefinance mechanism aims to give immediate cash flow support to companies in France, by allowing commercial banks to finance up to 85% of the CICE tax credit in advance. Firms are notably required to provide details of their company registration documents, together with their latest balance sheet and payroll evidence to their commercial bank. Competition Our results are affected by the level of competition and the types of competitors operating in the spare parts industry. Our main competitors in the IAM channel are other independent aftermarket spare part distributors, as well as auto-centers, and fast-fitter chains. While we participate in this trend of consolidation, we expect that we will face larger and better-funded competitors in the future as a result. We believe that an increasing number of independent repairers compare prices by phone or on the internet before making a purchase and choose products with the most competitive price. In addition, we also compete with manufacturers dealerships such as Peugeot and Renault in France, which operate both in their own branded network and independent repairers. Drivers of our margins Our distribution business in France and the United Kingdom generates higher margins than our trading group activities. Within our trading group business, we generate higher margins from our warehouse sales, while direct sales to our distributors provide for lower margins, as no capital is recognized neither in the form of investment in working capital nor in logistic platforms. As we continue to grow our distribution activities through bolt-on acquisitions of affiliated distributors and increasingly shift from direct to warehouse sales in our trading group activities, we expect our margin to improve. Fluctuation in interest rates Our indebtedness represented by the Floating Rate Notes and the loans drawn under our Revolving Credit Facility, as well as certain of our outstanding indebtedness, have a floating rate of interest. As a result, our interest expense going forward will depend upon prevailing interest rates, to the extent it remains unhedged. See Description of Certain Financing Arrangements for more information. Fluctuations in foreign currency exchange rates Our results of operations are subject to foreign currency translation effects and to a lesser extent, transaction effects. We have operations in the United Kingdom and France and receive product deliveries from suppliers worldwide. Our purchases are denominated in UK pounds sterling for the United Kingdom and in Euros for France and Germany. The only exception is for certain purchases from China to the United Kingdom which are denominated in US dollars, which amounted to approximately 200,000 in We present our consolidated financial statements in Euro. Foreign currency translation effects arise because our subsidiaries in the United Kingdom are required to translate their gross sales and purchases from UK pounds sterling to Euros at the prevailing average period rates and the balance sheet at the period end rates. 70

91 Explanation of Key Income Statement Items Historical perimeter Our results of operations presented herein for the nine months ended September 30, 2015 compared to the nine months ended September 30, 2014, present the variances at a historical perimeter, which excludes (i) the effects of acquisitions completed in the first nine months of 2015 (i.e. CT, Techni Freins, UAN, Théret, Motex, SASF, IFS, CAT, Chambon and Frenco), (ii) the full-year effect of certain acquisitions completed in 2014, (iii) the effects of the creation of a new regional platform at Saint-Herblain in France (the Saint- Herblain platform ) in May 2015, (iv) the effects of removing from our consolidation perimeter the results of operations of Alliance Auto Industrie ( AAI ), a joint venture enterprise in which we previously had an ownership interest of 50%, which was reduced to 33% in July 2015, as well as (v) any effects on foreign exchange translation on our results of operations. Our results of operations presented herein for the year ended December 31, 2014 compared to the year ended December 31, 2013, present the variances at a historical perimeter, which excludes (i) the effects of significant acquisitions in 2014 (i.e. Allio, Homaco and Big Wheels Services), (ii) the effects of the 2013 Business Combinations, as well as (iii) any effects on foreign exchange translation on our results of operations, but includes the realized impact of synergies on the historical perimeter following the 2013 Business Combinations in our net revenues and operating expenses. The intercompany eliminations generated by the consolidation of entities following the 2013 Business Combinations have been allocated to the net impact of the 2013 Business Combinations. See Key Factors Affecting Our Results of Operations Selected acquisitions Significant Acquisitions and Business Combinations in 2013 and 2014 for more information. Our results of operations generated for the year ended December 31, 2013 include six months of activity for TPA group, one month for Precisium group and one month for FAI and its subsidiaries, which is defined as FAI excluding the Precisium group contribution. Net revenues Net revenues consist of the sale of goods and, to a lesser extent, services to our customers, less customer rebates and bonuses and other taxes on sales. We recognize net revenues (i) from the sale of products when we deliver the product to our customers and (ii) from the provision of services to our customers in the period in which the services are rendered. Operating income Operating incomes consists of net revenue, as adjusted for the release of amortization and provisions, transferred charges and other income. Operating expenses Operating expenses include (i) the purchase of goods as adjusted for movements in inventory, (ii) personnel costs including wages and salaries, social security charges and costs related to our employee profitsharing plans, (iii) other purchases and external costs, (iv) other taxes excluding income tax, (v) operating depreciation charges on inventories, for bad debts and for operating risks and charges, (vi) depreciation charges on fixed assets and (vii) other expenses. Operating result Operating result consists of our operating income less our operating expenses. Financial income Financial income consists of financial income from equity interests, other interest on short-term placements (marketable securities), dividends from non-consolidated companies and discounts received for early payments made. 71

92 Financial costs Financial costs consists of interest (i) paid for the debenture bond loans, (ii) capitalized for the convertible debenture bond loans, or (iii) paid for bank overdrafts and other borrowings, including hedging costs and related charges. Extraordinary result Extraordinary result consists of our extraordinary income and expenses on operating activities and equity transactions, as well as reversal of extraordinary provisions and charges transferred. Income tax expense Income tax expense consists of corporate income tax expenses paid by the Group. Deferred income tax consists of the changes on differences between the carrying amount of assets or liabilities recognized in the balance sheet and the amount attributed to that asset or liability for tax purposes. Goodwill amortization of fully consolidated companies Goodwill amortization of fully consolidated companies consists of the amortization charges for our goodwill. The amortization period of goodwill depends on the size of related companies (20 years for entities with revenues of less than 50.0 million and 10 years for entities with revenues of 50.0 million or more). Net consolidated profit/(loss) for the year Net consolidated profit/(loss) for the year consists of our operating result as adjusted for our financial result (financial income less financial costs), our extraordinary result, income tax expense and goodwill amortization. Results of Operations for AAG The financial review set forth below is based on (i) AAG s consolidated historical financial information for the nine months ended September 30, 2014 and 2015, (ii) AAG s consolidated historical financial information for the years ended December 31, 2013 and 2014, as well as (iii) Financière Poinsetia s consolidated historical financial information for year ended December 31, The financial information for the year ended December 31, 2013 does not include the effects of the 2013 Business Combinations for the entire financial year ended December 31, The impact of the 2013 Business Combinations on our financial results for the year ended December 31, 2013 remains limited to (i) one month for Precisium Group, (ii) six months for TPA Group and (iii) one month regarding FAI entities. See Presentation of Financial and Other Data and Unaudited Condensed Pro Forma Financial Information. In this section, we consider that historical perimeter excludes the effects described under Explanation of Key Income Statement Items Historical perimeter for the relevant period. The tables presented herein set forth a summary of our results of operations for the nine months ended September 30, 2014 and 2015 and for the years ended December 31, 2012, 2013 and 2014 under French GAAP. IFRS differs in significant respects from French GAAP. See Presentation of Financial and Other Data and Annex A: Summary of Certain Differences between French GAAP and IFRS. Nine months ended September 30, 2015 compared to nine months ended September 30, 2014 The table below sets out our results of operations for the nine months ended September 30, 2015, compared to the nine months ended September 30,

93 Nine months ended September 30, Percentage Change ( in thousands) Sale of goods , , % Production sold services... 83,407 62, Net revenue , , Release of amortization and provisions... 8,451 5, Transferred charges... 2,808 3,100 (9.4) Other income... 1,149 1, Operating income... 1,006, , Purchase of goods... (746,213) (664,597) 12.3 Movement in inventory... 1, Other purchases and external costs... (65,500) (61,350) 6.8 Other taxes... (9,715) (8,187) 18.7 Wages and salaries... (84,178) (74,651) 12.8 Employment profit-sharing plan... (963) (709) 35.8 Social security charges... (26,087) (24,900) 4.8 Other expenses... (2,787) (2,164) 28.8 Operating depreciation charges and provisions: On fixed assets: depreciation charges... (7,724) (8,053) (4.1)% On current assets and increases in provisions... (9,586) (8,386) 14.3% Operating expenses... (951,530) (852,015) 11.7% Operating result... 55,222 43, % Financial income from equity interests NM Other interest and similar income (46.9)% Discounts received (11.4)% Provision reversals and expense transfers NM Financial income ,883 (49.5)% Depreciation amortization and charges... NM Interest payable and similar charges... (19,833) (18,433) 7.6% Discounts allowed... (1,139) (1,273) (10.5)% Financial costs... (20,972) (19,706) 6.4% Net financial result... (20,021) (17,824) 12.3% Result before tax and extraordinary items... 35,200 25, % Extraordinary income on operating activities (35.1)% Extraordinary income on equity transactions... 1, NM Reversal of provisions and charges transferred % Extraordinary income... 2, NM Extraordinary expenses on operating activities... (1,202) (1,489) (19.3)% Extraordinary expenses on equity transactions... (1,468) (591) NM Extraordinary expenses depreciation and increases in provisions... (80) NM Extraordinary expenses... (2,750) (2,080) 32.2% Extraordinary result... (576) (1,319) NM Income tax expense... (10,426) (7,504) 38.9% Deferred income tax ,957 NM Profit from fully consolidated companies... 24,400 21, % Share of income in companies accounted for by the equity method NM Attributable to non-controlling interests... 3,284 3,507 (6.4)% Attributable to the owners of the parent... 21,122 17, % Group Profit (before goodwill amortization)... 24,406 21, % Goodwill amortization of fully consolidated companies... (12,573) (11,319) 11.1% Net consolidated profit/(loss) for the year... 11,833 10, % 73

94 Net revenue Net revenue increased by million, or 12.3%, to million for the nine months ended September 30, 2015, compared to million for the nine months ended September 30, 2014, primarily due to the acquisitions of Techni Freins, SASF, UAN and Motex and due to the increase in sales by both our distribution and trading group businesses. At the historical perimeter, our net revenue increased by 44.8 million, or 5.1%, to million for the nine months ended September 30, 2015, compared to million for the nine months ended September 30, Net revenue in the United Kingdom increased by 10.7 million, or 5.3%, for the nine months ended September 30, 2015, compared to the prior period, due to higher sales volumes in the United Kingdom owing, in part, to improving market conditions in the United Kingdom in the nine months ended September 30, 2015 compared to the nine months ended September 30, In France our revenue increased by 34.1 million, or 5.0%, compared to the prior period, primarily due to the increase of 37.5 million in sales by our trading group business in France, including a favorable net impact of 3.4 million due to one additional business day for trading during the nine months ended September 30, 2015 (188 days) compared to the nine months ended September 30, 2014 (187 days). This increase in sales by our trading group business in France was attributable mainly to the improved efficiency of our platforms which, in turn, allowed us to improve our service offer and to give our members access to a more complete range of products, leading to an increase in purchases by them. These net revenue increases were offset by a decrease in our net revenue in France of 12.2 million, mainly due to a voluntary termination of sales to a certain online distributor of automotive spare parts during this period. The impact of the acquisitions that we completed in the first nine months of 2015 on our net revenues amounted to 42.0 million and was attributable to the net revenues of Techni Freins, Théret, Chambon, SASF, the Saint-Herblain platform, as well as the acquisitions we completed in the United Kingdom in the first nine months of 2015 (i.e., CT, UAN, Motex, IFS, CAT and Frenco), which amounted to 10.1 million, 5.5 million, 0.9 million, 8.8 million, 0.5 million and 16.2 million, respectively, for the nine months ended September 30, The removal of AAI results of operation from our consolidation perimeter resulted in a 4.6 million decrease in our net revenue. Furthermore, our net revenue increased by 26.8 million due to the positive impact of foreign exchange in the United Kingdom. Operating income Operating income increased by million, or 12.5%, to 1,006.8 million for the nine months ended September 30, 2015, compared to million for the nine months ended September 30, At the historical perimeter, operating income increased by 47.1 million, or 5.3%, to million for the nine months ended September 30, 2015, compared to million for the nine months ended September 30, 2014, mainly explained by the above mentioned increase in net revenues. The impact of the acquisitions that we completed in the first nine months of 2015 on our operating income amounted to an increase of 42.3 million and was attributable to the impact of Techni Freins Group for 10.1 million, of Théret for 5.8 million, of Chambon for 0.9 million, of SASF for 8.8 million, of the Saint- Herblain platform for 0.5 million and of the acquisitions that we completed in the United Kingdom in the first nine months of 2015 (mainly, Motex and UAN) for 16.2 million. The removal of AAI results of operation from our consolidation perimeter resulted in a 4.6 million decrease in our operating income. Furthermore, our operating income increased by 26.8 million due to the positive impact of foreign exchange in the United Kingdom. Operating expenses Operating expenses increased by 99.5 million, or 11.7%, to million for the nine months ended September 30, 2015, compared to million for the nine months ended September 30, This increase was primarily due to the following: 74

95 Purchase of goods and movement in inventory Purchase of goods and movement in inventory increased by 81.4 million, or 12.3%, to million for the nine months ended September 30, 2015, compared to million for the nine months ended September 30, At the historical perimeter, purchase of goods and movement in inventory increased by 37.3 million, or 5.7%, to million for the nine months ended September 30, 2015, compared to million for the nine months ended September 30, In France, purchase of goods and movement in inventory increased by 39.4 million, which was consistent with the increase in activity of our French trading group business during this period. This increase in France was offset by a decrease of 13.9 million, or 8.6%, in the purchase of goods and movement in inventory by our French distribution subsidiaries, mainly due to a voluntary termination of sales to a certain online distributor of automotive spare parts during this period. In the United Kingdom, purchase of goods and movement in inventory increased by 11.8 million, which was consistent with the increase in net revenues of our UK trading group business during this period. The impact of the acquisitions that we completed in the first nine months of 2015 on our purchase of goods and movement in inventory amounted to 24.7 million and was attributable primarily to the impact of Techni Freins, Théret, Chambon, SASF, as well as the acquisitions we completed in the United Kingdom in the first nine months of 2015 (i.e., CT, UAN, Motex, IFS, CAT and Frenco), which amounted to 5.8 million, 3.5 million, 3.5 million, 6.1 million and 5.4 million, respectively, for the nine months ended September 30, The removal of AAI results of operation from our consolidation perimeter resulted in a 2.8 million decrease in our purchase of goods and movement in inventory. Furthermore, our purchase of goods increased by 22.2 million due to the impact of foreign exchange on our operations in the United Kingdom. Other purchases and external costs Other purchases and external costs increased by 4.2 million, or 6.8%, to 65.5 million for the nine months ended September 30, 2015, compared to 61.3 million for the nine months ended September 30, At the historical perimeter, other purchases and external costs decreased by 0.8 million, or 1.4%, to 60.3 million for the nine months ended September 30, 2015, compared to 61.3 million for the nine months ended September 30, 2014, primarily due to reduction in travel costs in France and marketing costs in the United Kingdom. The impact of the acquisitions that we completed in the first nine months of 2015 on our other purchases and external costs amounted to an increase of 3.7 million and was attributable primarily to the impact of Techni Freins, Théret, SASF, as well as the acquisitions we completed in the United Kingdom in the first nine months of 2015 (i.e., CT, UAN, Motex, IFS, CAT and Frenco), which amounted to 0.9 million, 0.7 million, 0.6 million and 1.6 million, respectively, for the nine months ended September 30, This increase was partially offset by the removal of AAI results of operation from our consolidation perimeter, the net impact of which was a decrease in our other purchases and external costs of 0.6 million for the nine months ended September 30, Furthermore, other purchases and external costs increased by 1.3 million due to the impact of foreign exchange on our operations in the United Kingdom. Wages and salaries (including employee profit sharing plan) Wages and salaries and employee profit sharing plan increased by 9.7 million, or 12.9%, to 85.1 million for the nine months ended September 30, 2015, compared to 75.4 million for the nine months ended September 30, At the historical perimeter, wages and salaries and employee profit sharing plan increased by 2.0 million, or 2.8%, to 77.0 million for the nine months ended September 30, 2015, compared to 75.0 million for the nine months ended September 30, This increase was primarily due to the development of our national and regional platform activities in France and the United Kingdom, which required more staff than direct sales. 75

96 The impact of the acquisitions that we completed in the first nine months of 2015 on wages and salaries and employee profit sharing plan amounted to an increase of 6.9 million and was attributable primarily to the impact of Techni Freins, Théret, Chambon, SASF, the Saint-Herblain platform, as well as the acquisitions we completed in the United Kingdom in the first nine months of 2015 (i.e., CT, UAN, Motex, IFS, CAT and Frenco), which amounted to 1.7 million, 1.0 million, 0.1 million, 0.8 million, 0.1 million and 3.2 million, respectively, for the nine months ended September 30, The removal of AAI results of operations from our consolidation perimeter resulted in a 1.1 million decrease in our wages and salaries. Furthermore, wages and salaries increased by 1.9 million due to the impact of foreign exchange on our operations in the United Kingdom. Social security charges Social security charges increased by 1.2 million, or 4.8%, to 26.1 million for the nine months ended September 30, 2015, compared to 24.9 million for the nine months ended September 30, At the historical perimeter, social security charges decreased by 0.3 million, or 1.3%, to 24.6 million for the nine months ended September 30, 2015, compared to 24.9 million for the nine months ended September 30, This decrease was primarily due to the reimbursement of social security charges that we paid in excess in The impact of the acquisitions that we completed in the first nine months of 2015 on our social security charges amounted to an increase of 1.3 million and was attributable primarily to the impact of Techni Freins, Théret and SASF, which amounted to 0.6 million, 0.4 million and 0.3 million, respectively, for the nine months ended September 30, The removal of AAI results of operations from our consolidation perimeter resulted in a non-material decrease in our social security charges. Furthermore, social security charges increased by 0.2 million due to the impact of foreign exchange on our operations in the United Kingdom. Operating depreciation charges and provisions Operating depreciation charges and provisions increased by 0.9 million, or 5.3%, to 17.3 million for the nine months ended September 30, 2015, compared to 16.4 million for the nine months ended September 30, At the historical perimeter, operating depreciation charges and provisions increased by 0.4 million, or 2.5%, to 16.9 million for the nine months ended September 30, 2015, compared to 16.5 million for the nine months ended September 30, The decrease was mainly due to increase in bad debt provisions at Precisium during this period. The impact of the acquisitions that we completed in the first nine months of 2015 on our operating depreciation charges and provisions amounted to an increase of 0.4 million and was attributable primarily to the impact of Techni Freins, Théret and Chambon, which amounted to 0.1 million, 0.2 million and 0.2 million, respectively, for the nine months ended September 30, Operating result Operating result increased by 12.1 million, or 28.1%, to 55.2 million for the nine months ended September 30, 2015, compared to 43.1 million for the nine months ended September 30, At the historical perimeter, operating result increased by 6.6 million, or 15.4%, to 49.7 million for the nine months ended September 30, 2015, compared to 43.1 million for the nine months ended September 30, For the nine months ended September 30, 2015, the increase in the operating result of our historical perimeter has been driven by an increase in our net revenue. In France, our operating result increased by 5.6 million out of which 0.2 million was attributable to our trading group business and 5.4 million to our distribution business, primarily due to the impact of improved purchase conditions negotiated with our suppliers despite the voluntary termination of sales to a certain online distributor of automotive spare parts during this period. In the United Kingdom, our operating result increased by 1.0 million primarily due to improved purchase conditions and incremental income on our additional revenue. 76

97 The impact of the acquisitions that we completed in the first nine months of 2015 on our operating result amounted to an increase of 4.6 million and was attributable primarily to the impact of Techni Freins and SASF, as well as the acquisitions we completed in the United Kingdom in the first nine months of 2015 (i.e., CT, UAN, Motex, IFS, CAT and Frenco), which amounted to 0.9 million, 0.8 million and 3.3 million, respectively, for the nine months ended September 30, The removal of AAI results of operations from our consolidation perimeter resulted in a 0.4 million decrease in our operating result. Furthermore, operating result increased by 0.9 million due to the impact of foreign exchange on our operations in the United Kingdom. Net financial result Net financial loss increased by 2.2 million, or 12.3%, to a net loss of 20.0 million, for the nine months ended September 30, 2015, compared to a net loss of 17.8 million for the nine months ended September 30, At the historical perimeter, the net financial expenses increased by 2.1 million, or 12.0%, to an expense of 20.0 million for the nine months ended September 30, 2015, compared to a net expense of 17.8 million for the nine months ended September 30, This increase was primarily due to the change in our financing structure and higher average gross debt during the nine months ended September 30, 2015 compared to the nine months ended September 30, Result before tax and extraordinary items Result before tax and extraordinary items increased by 9.9 million, or 39.2%, to 35.2 million for the nine months ended September 30, 2015, compared to 25.3 million for the nine months ended September 30, This increase was primarily due to the increase in our operating result by 12.1 million, which was partially offset by the increase in our net financial expense by 2.2 million. At the historical perimeter, result before tax and extraordinary items increased by 4.5 million, or 17.7%, to 29.8 million for the nine months ended September 30, 2015, compared to 25.3 million for the nine months ended September 30, This increase was primarily due to the increase in our operating result by 6.6 million, which was partially offset by the increase in our net financial expense by 2.2 million. The impact of the acquisitions that we completed in the first nine months of 2015 on our result before tax and extraordinary items amounted to an increase of 4.6 million and was attributable primarily to the impact of Techni Freins, SASF, as well as the acquisitions we completed in the United Kingdom in the first nine months of 2015 (i.e., CT, UAN, Motex, IFS, CAT and Frenco), which amounted to 0.9 million, 0.8 million and 3.3 million, respectively, for the nine months ended September 30, Furthermore, our result before tax and extraordinary items increased by 0.8 million due to the impact of foreign exchange on our operations in the United Kingdom. Extraordinary result Extraordinary losses decreased by 0.7 million to a loss of 0.6 million, for the nine months ended September 30, 2015, compared to a loss 1.3 million for the nine months ended September 30, Income tax expense and deferred income tax Income tax expense and deferred income tax expense increased by 7.7 million to an income tax expense of 10.2 million for the nine months ended September 30, 2015, compared to an income tax expense of 2.5 million for the nine months ended September 30, This increase was due to the increase in our result before tax, partially offset by our carry forward tax losses from prior years when our French trading group was not liable to pay taxes, which allowed us to recognize significant deferred tax assets until Goodwill amortization of fully consolidated companies Goodwill amortization of fully consolidated companies increased by 1.2 million, or 11.1%, to 12.6 million for the nine months ended September 30, 2015, compared to 11.3 million for the nine months ended 77

98 September 30, This increase was due to the amortization of goodwill related to the 2014 significant acquisitions, as well as the amortization of Techni-Freins in the amount of 0.5 million and SASF in the amount of 0.5 million. Net consolidated profit Net consolidated profit increased by 1.7 million, to a profit of 11.8 million for the nine months ended September 30, 2015, compared to a profit of 10.1 million the nine months ended September 30, This increase was primarily due to the 12.1 million increase in our operating result and the 0.7 million decrease in our extraordinary losses, partially offset by the 2.2 million increase in our net financial expense, the 7.7 million increase in our income tax expense and the 1.2 million increase in our amortization of goodwill and extraordinary expenses. At the historical perimeter, net consolidated profit decreased by 2.2 million to a profit of 7.6 million the nine months ended September 30, 2015, compared to a profit of 9.8 million for the nine months ended September 30, This decrease was primarily due to most of our net financial expense for the nine months ended September 30, 2015 being recognized within our historical perimeter and income tax expense income. The net impact of the acquisitions that we completed in the first nine months of 2015 on our operating result amounted to an increase of 3.3 million and was attributable primarily to the impact of Techni Freins and SASF, as well as the acquisitions that we completed in the United Kingdom in the first nine months ended September 30, 2015 (i.e. CT, UAN, Motex, IFS, CAT and Frenco), which amounted to 0.4 million, 0.3 million and 3.1 million, respectively. Such increase was partially offset by the impact of Théret and the Saint- Herblain platform, which amounted to a loss of 0.2 million and 0.2 million, respectively. Furthermore, our net result increased by 0.6 million due to the impact of foreign exchange on our operations in the United Kingdom. Year ended December 31, 2014 compared to year ended December 31, 2013 The table below sets out our results of operations for year ended December 31, 2014, compared to the year ended December 31, Nine months ended September 30, Percentage Change ( in thousands) Sale of goods... 1,073, , % Production sold services ,674 71, % Net revenue... 1,180, , % Release of amortization and provisions... 9,952 7, % Transferred charges... 3,995 3, % Other income (8.5)% Operating income... 1,195, , % Purchase of goods... (888,485) (644,754) 37.8% Movement in inventory... 4,204 (2,210) NM Other purchases and external costs... (81,365) (57,164) 42.3% Other taxes... (11,294) (8,534) 32.3% Wages and salaries... (100,394) (71,605) 40.2% Employee profit-sharing plan... (808) (659) 22.6% Social security charges... (32,371) (24,622) 31.5% Other expenses... (4,632) (2,605) 77.8% Operating depreciation charges and provisions: On fixed assets: depreciation charges... (11,525) (7,939) 45.2% On current assets and increases in provisions... (11,874) (7,619) 55.8% Operating expenses... (1,138,544) (827,711) 37.6% Operating result... 57,029 40, % Financial income from equity interests NM 78

99 Nine months ended September 30, Percentage Change ( in thousands) Other interest and similar income (34.9)% Discounts received (70.0)% Provision reversals and expense transfers... 1,991 0 NM Financial income... 2,620 1, % Depreciation amortization and charges... (240) (24) NM Interest payable and similar charges... (40,707) (18,878) 115.6% Discounts allowed... (1,370) (1,370) NM Financial costs... (42,317) (20,272) 108.7% Net financial result... (39,697) (18,865) 110.4% Result before tax and extraordinary items... 17,332 21,724 (20.2)% Extraordinary income on operating activities NM Extraordinary income on equity transactions... 1,008 14,490 (93.0)% Reversal of provisions and charges transferred % Extraordinary income... 1,684 14,650 (88.5)% Extraordinary expenses on Operating activities... (13,313) (3,304) NM Extraordinary expenses on equity transactions... (841) (13,191) (93.6)% Extraordinary expenses depreciation and increases in provisions... (214) (153) 39.9% Extraordinary expenses... (14,368) (16,648) (13.7)% Extraordinary result... (12,685) (1,997) NM Income tax expense... (9,669) (7,710) 25.4% Deferred income tax... 10,785 (1,213) NM Profit from fully consolidated companies... 5,764 10,804 (46.6)% Attributable to non-controlling interests... 3,720 2, % Attributable to the owners of the parent... 2,044 8,057 (74.6)% Group Profit (before goodwill amortization)... 5,764 10,804 (46.6)% Goodwill amortization of fully consolidated companies... (15,501) (12,326) 25.8% Net consolidated profit/(loss) for the year... (9,738) (1,522) NM Net revenue Net revenue increased by million, or 37.9%, to 1,180.8 million for the year ended December 31, 2014, compared to million for the year ended December 31, 2013, mostly driven by the acquisition of TPA Group and the Precisium Group. At the historical perimeter, our net revenue decreased by 2.5 million, or 0.3%, to million for the year ended December 31, 2014, compared to million for the year ended December 31, Net revenue in the United Kingdom increased by 1.4 million or 0.6% over the year ended December 31, 2014, compared to the prior period, due to the increase of our market shares in both our distribution and trading group businesses. In France, our revenue from our distribution business to our end-customers increased by 4.4 million, or 1.8%, compared to the prior period, mainly driven by increased sales of LV products (including brakes, driving belts and other). These net revenue increases were offset by a decrease in the net revenue of our trading group business in France of 8.3 million, mainly due to voluntary reduction of our exposure of sales to online distributors. The net impact of the 2013 Business Combinations and the 2014 significant acquisitions for the year ended December 31, 2014 on our net revenue amounted to a million increase and was related to the net revenues of Precisium Group, TPA Group, FAI and its subsidiaries, Homaco, Allio as well as one UK acquisition (Big Wheels Services), which amounted to million, 28.1 million, 28.0 million, 6.9 million, 4.3 million and 2.9 million, respectively, for the year ended December 31,

100 Furthermore, our net revenue increased by 13.5 million due to the positive impact of foreign exchange in the United Kingdom. Operating income Operating income increased by million, or 37.7%, to 1,195.6 million for the year ended December 31, 2014, compared to million for the year ended December 31, At the historical perimeter, operating income decreased by 3.8 million, or 0.5%, to million for the year ended December 31, 2014, compared to million for the year ended December 31, 2013, mainly explained by the above mentioned decrease in net revenues. The 2013 Business Combinations and the 2014 significant acquisitions impact for the year ended December 31, 2014 on operating income amounted to an increase of million, and is related to the impact of Precisium Group for million, of FAI and its subsidiaries for 29.7 million, of TPA Group for 29.1 million, of Homaco for 7.0 million, of Allio for 4.6 million and of Big Wheels Services for 2.9 million. Furthermore, our operating revenue increased by 13.5 million due to the positive impact of foreign exchange in the United Kingdom. Operating expenses Operating expenses increased by million, or 37.6%, to 1,138.5 million for the year ended December 31, 2014, compared to million for the year ended December 31, This increase was primarily due to the following: Purchase of goods and movement in inventory Purchase of goods and movement in inventory increased by million, or 36.7%, to million for the year ended December 31, 2014, compared to million for the year ended December 31, At the historical perimeter, purchase of goods and movement in inventory decreased by 15.1 million, or 2.5%, to million for the year ended December 31, 2014, compared to million for the year ended December 31, This decrease is due to improved margin rates and higher supplier rebates as a result of improving trading terms with suppliers due to purchasing synergies following the 2013 Business Combinations, as well as the development of our platform activity at our trading group business, which generally maintains higher margin rates as compared to our direct sales activity. The 2013 Business Combinations and the 2014 significant acquisitions impact on purchase of goods and movement in inventory amounted to million, primarily due to the impact of Precisium Group for million, 9.6 million for TPA Group, Homaco for 4.2 million, FAI and its subsidiaries for 4.2 million, Allio for 2.6 million and Big Wheels Services for 2.0 million. Furthermore, our purchase of goods increased by 11.4 million due to the impact of foreign exchange in our UK operations. Other purchases and external costs Other purchases and external costs increased by 24.2 million, or 42.3%, to 81.4 million for the year ended December 31, 2014, compared to 57.2 million for the year ended December 31, At the historical perimeter, other purchases and external costs increased by 2.5 million, or 4.9%, to 49.9 million for the year ended December 31, 2014, compared to 50.9 million for the year ended December 31, 2013, mainly due to (i) higher rental expenses following a sale-and-leaseback transaction at our distribution business in France for an amount of 0.7 million and (ii) the costs of hosting our commercial trade show Le Rendez Vous in 2014, which we hold every two years for 1.9 million. 80

101 The 2013 Business Combinations and the 2014 significant acquisitions impact on other purchases and external costs amounted to an increase of 20.8 million for the year ended December 31, 2014, with 9.7 million attributable to Precisium Group, 5.5 million attributable to FAI and its subsidiaries, 4.0 million attributable to TPA Group, 0.7 million and 0.6 million attributable respectively to Homaco and Allio, and 0.5 million attributable to Big Wheels Services. Furthermore, other purchases and external costs increased by 0.8 million due to the impact of foreign exchange in our UK operations. Wages and salaries Wages and salaries increased by 28.8 million, or 40.2%, to million for the year ended December 31, 2014, compared to 71.6 million for the year ended December 31, At the historical perimeter, wages and salaries increased by 3.8 million, or 6.0%, to 66.7 million for the year ended December 31, 2014, compared to 62.9 million for the year ended December 31, This increase is primarily due to (i) the development of the national and regional platform activities in France and the United Kingdom, which require more staff than direct sales and (ii) yearly salary increases for our employees. The impact of the 2013 Business Combinations and the 2014 significant acquisitions amounted to an increase of 24.2 million, 9.2 million of which was attributable to FAI and its subsidiaries, 7.5 million to the TPA Group, 4.8 million to Precisium Group, 1.0 million to Homaco, 1.0 million to Big Wheels Services and 0.7 million to Allio. Furthermore wages and salaries increased by 0.8 million due to the impact of foreign exchange in our UK operations. Social security charges Social security charges increased by 7.8 million, or 31.7%, to 32.4 million for the year ended December 31, 2014, compared to 24.6 million for the year ended December 31, At the historical perimeter, social security charges decreased by 0.6 million, or 2.8%, to 21.2 million for the year ended December 31, 2014, compared to 21.8 million for the year ended December 31, This decrease was primarily due a favorable increase in the CICE applicable rate in 2014 (from 4% to 6% of eligible wages) which had a positive impact of 0.8 million for the year ended December 31, The net impact of the 2013 Business Combinations and the 2014 significant acquisitions amounted to an increase of 8.4 million, of which 2.9 million was attributable to FAI and its subsidiaries, 2.5 million to the TPA Group, 2.2 million to Precisium Group, 0.4 million to Homaco, 0.3 million to Allio and 0.1 million to Big Wheels Services. Operating depreciation charges and provisions Operating depreciation charges and provisions increased by 7.8 million, or 50.4%, to 23.4 million for the year ended December 31, 2014, compared to 15.6 million for the year ended December 31, At the historical perimeter, operating depreciation charges and provisions increased by 1.9 million, or 13.9%, to 15.8 million for the year ended December 31, 2014, compared to 13.9 million for the year ended December 31, The increase is mainly due to a 0.5 million year-end inventory depreciation adjustment linked to the allocation of incremental rebates received from suppliers and a 1.2 million increase in fixed assets depreciation in respect of our distribution and trading group business in France. The impact of the 2013 Business Combinations and the 2014 significant acquisitions amounted to an increase of 6.0 million, 2.3 million of which is attributable to FAI and its subsidiaries, 1.9 million to Precisium Group, 1.2 million to the TPA Group, 0.5 million to Allio and Homaco and 0.1 million to Big Wheels Services. 81

102 Operating result Operating result increased by 16.4 million, or 40.5%, to 57.0 million for the year ended December 31, 2014, compared to 40.6 million for the year ended December 31, At the historical perimeter, operating result increased by 3.4 million, or 8.1%, to 45.7 million for the year ended December 31, 2014, compared to 42.3 million for the year ended December 31, In 2014, the increase in the operating result of our historical perimeter has been driven by (i) improving trading terms with suppliers due to purchasing synergies following the 2013 Business Combinations with an impact on the difference between the operating income minus purchase of goods and movement in inventory and (ii) tight management of other operating expenses (including wages), as well as favorable impact of CICE applicable rate improvement. The impact of the 2013 Business Combinations and the 2014 significant acquisitions for the year ended December 31, 2014 on operating result amounts to 12.6 million, primarily related to Precisium Group, FAI and its subsidiaries, TPA Group and Big Wheels Services, which accounted for 6.2 million, 4.3 million, 2.8 million, and negative 0.7 million, respectively. Furthermore, operating result increased by 0.4 million due to the impact of foreign exchange in our UK operations. Net financial result Net financial expenses increased by 20.8 million, or 110.4%, to a net loss of 39.7 million, for the year ended December 31, 2014, compared to a net loss of 18.9 million for the year ended December 31, At the historical perimeter, the net financial expenses increased by 20.9 million, or 107.9%, to an expense of 40.2 million for the year ended December 31, 2014, compared to an expense of 19.3 million for the year ended December 31, This increase was primarily due to (i) costs related for early redemption of the former senior facilities agreement incurred in connection with the new financing structure related to the Acquisition for 15.7 million, and (ii) the capitalization of interest expense on our convertible bonds with Poinsetia Participations. The financing related to the Acquisition did not have a material impact on our net financial result in 2014 since we only had six weeks of accrued and unpaid interest on that financing. The impact of the 2013 Business Combinations and the 2014 significant acquisitions for the year ended December 31, 2014 on our net financial result amounted to 0.1 million primarily related to Precisium Group, which had a positive impact of 0.5 million, offset by negative impact of 0.4 million related to TPA Group, Homaco and FAI and its subsidiaries. Result before tax and extraordinary items Result before tax and extraordinary items decreased by 4.4 million, or 20.2%, to 17.3 million for the year ended December 31, 2014, compared to 21.7 million for the year ended December 31, This decrease was primarily due to the deterioration of our net financial expenses of for 20.8 million, partially offset by the improvement of our operating result for 16.4 million. At the historical perimeter, result before tax and extraordinary items decreased by 17.5 million, or 76.2%, to 5.5 million for the year ended December 31, 2014, compared to 23.0 million for the year ended December 31, This decrease was primarily due to (i) an increase in net financial expense of 20.9 million partially offset by (ii) an increase in operating profit by 3.4 million mainly due to the synergies discussed above. The impact of the 2013 Business Combinations and the 2014 significant acquisitions for the year ended December 31, 2014 on result before tax and extraordinary items amounted to an increase of 12.7 million, primarily related to Precisium Group, FAI and its subsidiaries, TPA Group and Big Wheels Services, which accounted for 6.7 million, 4.2 million, 2.6 million and negative 0.7 million, respectively. Further, our result before tax and extraordinary items increased by 0.3 million due to the impact of foreign exchange in our UK operations. 82

103 Extraordinary result Extraordinary losses increased by 10.7 million to a loss of 12.7 million, for the year ended December 31, 2014, compared to a loss 2.0 million for the year ended December 31, This increase was primarily due to an 8.0 million exceptional depreciation of remaining net book value of capitalized issuance costs incurred in 2013 related to the former senior facilities agreement as a result of the refinancing in connection with the Acquisition. Income tax expense and deferred income tax Income tax expense and deferred income tax expense decreased by 10.0 million to a net revenue of 1.1 million for the year ended December 31, 2014, compared to an income tax expense of 8.9 million for the year ended December 31, This decrease was due to the recognition of net operating losses that we were not previously able to recognize, offset by (i) higher result before tax in the entities of our Group that are required to pay income tax and (ii) additional limitations on interest expense tax deductibility under French law. Our effective tax rate decreased by 47.5 points from 41.1% for the year ended December 31, 2013 to (6.4)% for the year ended December 31, 2014, due to deferred income tax revenue recognition in Goodwill amortization of fully consolidated companies Goodwill amortization of fully consolidated companies increased by 3.2 million, or 25.8%, to negative 15.5 million for the year ended December 31, 2014, compared to negative 12.3 million for the year ended December 31, This increase is due to both amortization of goodwill related to the 2014 significant acquisitions and the full-year amortization of goodwill related to 2013 acquisitions. Net consolidated profit/ (loss) Net consolidated loss increased by 8.2 million, to a loss of 9.7 million for the year ended December 31, 2014, compared to a loss of 1.5 million for the year ended December 31, This increase was primarily due to the 20.8 million decrease in net financial result, accentuated by the 10.7 million increase in extraordinary losses, partially offset by the 10.0 million increase in income tax expense and amortization of goodwill following the 2013 Business Combinations. At the historical perimeter, net consolidated loss increased by 12.8 million to a loss of 12.7 million for the year ended December 31, 2014, compared to a profit of 0.1 million for the year ended December 31, The positive impact of the 2013 Business Combinations and the 2014 significant acquisitions on our net consolidated result amounted to 4.3 million, of which FAI and its subsidiaries accounted for 3.2 million, TPA Group for 1.5 million, Precisium Group for 1.2 million, partly offset by losses at Allio of 0.4 million, Homaco of 0.5 million and Big Wheel of 0.7 million Further, our net result increased by 0.3 million due to the impact of foreign exchange in our UK operations. Year ended December 31, 2013 compared to year ended December 31, 2012 The table below sets out our results of operations of AAG for the year ended December 31, 2013, compared to the results of operations of Financière Poinsetia for the year ended December 31, The financial information for the year ended December 31, 2013 does not include the effects of the 2013 Business Combinations. Accordingly the impact of the 2013 Business Combinations remains limited to (i) one month for Précisium Group, (ii) six months for TPA Group and (iii) one month regarding FAI entities. See Presentation of Financial and Other Data and Unaudited Condensed Pro Forma Financial Information. Nine months ended September 30, Percentage Change ( in thousands) Sale of goods , , % 83

104 Nine months ended September 30, Percentage Change ( in thousands) Production sold services... 71,533 70, % Net revenue , , % Release of amortization and provisions... 7,982 8,306 (3.9)% Transferred charges... 3,179 3,825 (16.9)% Other income ,305 (31.4)% Operating income , , % Purchase of goods... (644,754) (619,209) 4.1% Movement in inventory... (2,210) 2,227 NM Other purchases and external costs... (57,164) (52,747) 8.4% Other taxes... (8,534) (7,461) 14.4% Wages and salaries... (71,605) (63,823) 12.2% Employee profit-sharing plan... (659) (614) 7.3% Social security charges... (24,622) (22,704) 8.4% Operating depreciation charges and provision... On fixed assets: depreciation charges... (7,939) (6,606) 20.2% On current assets and increases in provisions... (7,619) (8,247) (7.6)% Other expenses... (2,605) (1,888) 38.0% Operating expenses... (827,711) (781,072) 6.0% Operating result... 40,589 34, % Financial income from equity interests (28)% Other interest and similar income (47.6)% Discounts received NM Financial income... 1,407 1, % Depreciation amortization and charges... (24) NM Interests payable and similar charges... (18,878) (18,857) 0.1% Discounts allowed... (1,370) (1,484) (7.7)% Financial costs... (20,272) (20,341) (0.3)% Net financial result... (18,865) (19,075) (1.1)% Result before tax and extraordinary items... 21,724 15, % Extraordinary income on operating activities (90.8)% Extraordinary income on equity transactions... 14, NM Reversal of provisions and charges transferred (87.5)% Extraordinary income... 14,650 2,239 NM Extraordinary expenses on operating activities... (3,304) (1,324) NM Extraordinary expenses on equity transactions... (13,191) (423) NM Extraordinary expenses depreciation and increases in provisions... (153) (1,445) (89.4)% Extraordinary expenses... (16,648) (3,192) NM Extraordinary result... (1,997) (954) NM Income tax expense... (7,710) (6,878) 12.1% Deferred income tax... (1,213) 40 NM Profit from fully consolidated companies... 10,804 7, % Attributable to non-controlling interests... 2,747 2, % Attributable to the owners of the parent... 8,057 5, % Group profit (before goodwill amortization of fully consolidated companies... 10,804 7, % Goodwill amortization of fully consolidated companies... (12,326) (12,210) 1.0% Net consolidated profit/(loss) for the year... (1,552) (4,341) (64.2)% Net revenue Net revenue increased by 53.9 million, or 6.7%, to million for the year ended December 31, 2013, compared to million for the year ended December 31,

105 At the historical perimeter, net revenue increased by 5.2 million, or 0.6%, to million for the year ended December 31, 2013, compared to million for the year ended December 31, Our net revenue in our distribution business in France decreased by 5.6 million compared to the prior year, due to a decrease in sales in the first half of the year, in the context of the implementation of our shared service center program ( SSC ), which was adopted with the aim of centralizing our administration activities in late 2012 and impacted our sales activity due to the focus given by our operating team on the completion of the SSC plan. Revenue in our distribution business in France stabilized in the second half of the year 2013 due to a revised market strategy put in place by management following the initial decrease in sales as a result of the SSC implementation. This decrease was partially offset by a 9.9 million increase in our trading group business in France, as national platform sales were boosted by robust commercial performance of both affiliated distributors and subsidiaries, while regional platform activity continued its expansion, following increasing sales to online distributors. Our UK operations slightly improved, with an increase in net revenue of 0.9 million, or 0.4%, compared to the prior period. The impact of the 2013 Business Combinations for the year ended December 31, 2013 on our net revenue amounted to 60.7 million, of which 36.3 million relates to TPA Group, 22.2 million to Precisium Group and 2.2 million to FAI and its subsidiaries. Furthermore, our net revenue was negatively impacted by adverse foreign exchange in our UK operations for 12.0 million. Operating income Operating income increased by 52.5 million, or 6.4%, to million for the year ended December 31, 2013, compared to million for the year ended December 31, At the historical perimeter, operating income increased by 2.7 million, or 0.3%, to million for the year ended December 31, 2013, compared to million for the year ended December 31, 2012, due to our increase in net revenue, as well as amortizations and provisions reversal at our French distribution business in an amount of 1.4 million, including the decrease of reversal of a pension and inventory provision. The impact of the 2013 Business Combinations for the year ended December 31, 2013 on our operating income amounted to 61.8 million of which 37.8 million relates to TPA Group, 22.2 million relates to Precisium Group and 1.9 million relates to FAI and its subsidiaries, all of which relate to the revenue obtained by such entities from the date of their respective consolidation. Furthermore, our operating revenue decreased by 12.0 million due to the negative impact of foreign exchange in the United Kingdom. Operating expenses Operating expenses increased by 46.6 million, or 6.0%, to million for the year ended December 31, 2013, compared to million for the year ended December 31, This increase was primarily due to the following: Purchase of goods and movement in inventory Purchase of goods and movement in inventory increased by 30.0 million, or 4.9%, to million for the year ended December 31, 2013, compared to million for the year ended December 31, At the historical perimeter, purchase of goods increased by 0.8 million, or 0.1%, to million for the year ended December 31, 2013, compared to million for the year ended December 31, The increase in purchase of goods reflects higher sales volumes, partly offset by improved purchasing conditions negotiated with our suppliers in The 2013 Business Combinations impact on purchase of goods amounted to 39.6 million, of which 19.7 million related to TPA, 19.5 million to Precisium Group and 0.4 million to FAI and its subsidiaries. 85

106 Furthermore, our purchase of goods decreased by 10.4 million due to the impact of foreign exchange in our UK operations. Other purchases and external costs Other purchases and external costs increased by 4.4 million, or 8.4%, to 57.2 million for the year ended December 31, 2013, compared to 52.7 million for the year ended December 31, At the historical perimeter, other purchases and external costs decreased by 1.4 million compared to the prior year from 52.7 million to 51.4 million, primarily due to a decrease of 0.1 million in our UK operations related to lower insurance costs, a 1.0 million impact related to a restatement of certain finance lease costs as well as 0.5 million related to tighter cost management of the travel expenses of our sales representatives, which was partially offset by an increase in rental expense following the sale and lease-back operation in our distribution business in France in the second half of the year 2013, which amounted to 0.7 million. The impact of the 2013 Business Combinations for the year ended December 31, 2013 on our other purchases and external costs amounted to 6.5 million, of which 4.7 million relates to TPA Group, 0.9 million to FAI and 1.0 million to Precisium Group. Furthermore, our purchases and external costs decreased by 0.7 million due to the impact of foreign exchange in our UK operations. Wages and salaries Wages and salaries increased by 7.8 million, or 12.2%, to 71.6 million for the year ended December 31, 2013, compared to 63.8 million for the year ended December 31, At the historical perimeter, wages and salaries decreased by 0.4 million or 0.6%, to 63.4 million for the year ended December 31, 2013, compared to 63.8 million for the year ended December 31, 2012, mainly due to our distribution business in France, as a result of (i) a reduction in operational staff in our workshops and warehouses to adapt the cost structure to the decrease in sales in the first half of the year, and (ii) a reduction in administrative employees, reflecting the impact of the administrative reorganization and the implementation of our SSC program. The impact of the 2013 Business Combinations for the year ended December 31, 2013 on our wages and salaries amounted to 8.7 million, of which 7.1 million related to TPA Group, 1.2 million to FAI and its subsidiaries and 0.4 million to Precisium Group. Furthermore, wages and salaries decreased by 0.6 million due to the impact of foreign exchange in our UK operations. Social security charges Social security charges increased by 1.9 million, or 8.4%, to 24.6 million for the year ended December 31, 2013 compared to 22.7 million for the year ended December 31, At the historical perimeter, social security charges decreased by 0.9 million of which 1.4 million is due to the positive impact of the CICE on our distribution business in France, offset by a 0.4 million increase in our social security charges at our trading group business in France The impact of the 2013 Business Combinations for the year ended December 31, 2013 on our social security charges amounted to 2.9 million, the majority of which relates to TPA Group. Furthermore, social security charges decreased by 0.1 million due to the impact of foreign exchange in our UK operations. 86

107 Operating depreciation charges and provisions Operating depreciation charges and provisions increased by 0.7 million, or 4.7%, to 15.6 million for the year ended December 31, 2013, compared to 14.9 million for the year ended December 31, At the historical perimeter, operating depreciation charges and provisions decreased by 0.9 million, or 6.4% to 13.9 million for the year ended December 31, 2013, compared to 14.9 million for the year ended December 31, 2012, mainly due to a 1.0 million decrease in our distribution business in France, resulting from lower inventory and bad debt provisions and pension commitments. The impact of the 2013 Business Combinations for the year ended December 31, 2013 on our operating depreciation charges and provisions amounted to 1.7 million, of which 1.3 million related to the TPA Group, 0.2 million related to FAI and its subsidiaries and 0.2 million related to Precisium Group. Operating result Operating result increased by 5.9 million, or 16.9%, to 40.6 million for the year ended December 31, 2013, compared to 34.7 million for the year ended December 31, At the historical perimeter, operating result increased by 4.2 million, or 12.1%, to 39.0 million for the year ended December 31, 2013, compared to 34.7 million for the year ended December 31, The operating result of our distribution business and our trading group business in France increased by 2.0 million and 1.8 million, respectively, reflecting (i) improving sales related to a shift from direct sales towards warehouse sales, which generate higher margins, (ii) improved trading terms with suppliers due to purchasing synergies and (iii) certain cost management measures implemented by the Group in In addition, the operating result of our UK operations slightly increased by 0.4 million driven by the growth in our sales and a tight control of operating costs. The impact of the 2013 Business Combinations for the year ended December 31, 2013 on our operating result amounted to 2.0 million, of which 1.3 million related to TPA Group, 0.2 million related to FAI and its subsidiaries and 0.5 million related to Precisium Group. Furthermore, operating result decreased by 0.3 million due to the impact of foreign exchange in our UK operations. Net financial result Net financial result increased by 0.2 million, or 1.1%, to negative 18.9 million for the year ended December 31, 2013, compared to negative 19.1 million for the year ended December 31, At the historical perimeter, net finance result decreased by 0.3 million or 1.4%, to negative 19.3 million for the year ended December 31, 2013, compared to negative 19.1 million for the year ended December 31, The impact of the 2013 Business Combinations for the year ended December 31, 2013 on our financial result amounted to 0.5 million, primarily related to the TPA Group, which had an impact of 0.6 million, offset by an impact of negative 0.1 million related to Precisium and FAI and its subsidiaries. Result before tax and extraordinary items Result before tax and extraordinary items increased by 6.1 million, or 38.7%, to 21.7 million for the year ended December 31, 2013, compared to 15.7 million for the year ended December 31, This increase results mainly from the increase in our operating result, as our finance costs remained steady for the year ended December 31, 2013, compared to the prior year. At the historical perimeter, our result before tax and extraordinary items increased by 3.9 million, due to the strong performance of our trading group business in France, reflecting the development of national and regional platforms, which have a positive impact on our margin, as well as other synergies. 87

108 The impact of the 2013 Business Combinations for the year ended December 31, 2013 on our result before tax and extraordinary items amounted to 2.5 million, of which TPA Group accounted for 1.9 million, Precisium Group accounted for 0.4 million and FAI and its subsidiaries accounted for 0.2 million. Further, our result before tax and extraordinary items decreased by 0.3 million due to the impact of foreign exchange in our UK operations. Extraordinary result Extraordinary result decreased by 1.0 million to negative 2.0 million for the year ended December 31, 2013, compared to negative 1.0 million for the year ended December 31, This extraordinary expense in 2013 was primarily due to professional fees on one-off transaction expenses, resulting from (i) the sale and lease-back transaction in our French distribution business, which amounted to 1.1 million and (ii) and certain legal costs which amounted to 0.9 million related to the restructuring of our Group in November Income tax expense and deferred income tax Income tax expense and deferred income tax increased by 2.1 million or 30.5% to 8.9 million for the year ended December 31, 2013, compared to 6.8 million for the year ended December 31, This increase was primarily due to the improvement of our taxable income at our trading group business in France in 2013, which led to a 0.6 million increase in income tax expense for such period. Our effective tax rate decreased in 2014, due to the limitation of deferred tax recognition in 2013 following an update of our tax structure in our French operations. Goodwill amortization of fully consolidated companies Goodwill amortization of fully consolidated companies increased slightly to 12.3 million for the year ended December 31, 2013, compared to 12.2 million for the year ended December 31, This increase was primarily due to the goodwill amortization in TPA Group, which started in July Net consolidated profit (loss) for the year Net consolidated result for the year increased by 2.8 million, or 64.2%, to a loss of 1.6 million for the year ended December 31, 2013, compared to a loss of 4.3 million for the year ended December 31, This improvement was primarily due to a 5.9 million increase in our operating result, offset by a 1.0 million decrease in extraordinary result and a 2.1 million increase in income tax expenses and deferred income tax. At the historical perimeter, net result increased by 0.8 million to a loss of 3.5 million for the year ended December 31, 2013, compared to a loss of 4.3 million for the year ended December 31, The impact of the 2013 Business Combinations for the year ended December 31, 2013 on our net result amounted to 2.2 million, of which TPA Group accounted for 1.4 million, Precisium Group for 0.5 million and FAI and its subsidiaries for 0.3 million. Further, our net result decreased by 0.2 million due to the impact of foreign exchange in our UK operations. 88

109 Liquidity and capital resources Historical cash flows The following table illustrates our cash flows for the periods and sources indicated: Nine months ended September 30, Year ended December 31, ( in thousands) Net income (loss) from consolidated companies... 11,833 10,097 (9,737) (1,522) (4,341) Amortizations and depreciations... 20,192 18,914 34,113 19,449 19,751 Change in deferred taxes... (201) (4,953) (10,785) 1,213 (41) Gains on disposals, net of tax... (161) 348 (168) (1,299) (412) Accrued interest on loans... 11,214 8,744 8,441 9,972 8,810 Gross cash flow from consolidated companies... 42,877 33,150 21,864 27,813 23,767 Change in operating working capital requirement... (13,556) (13,305) 3,982 (12,810) (8) Net cash flow from (used in) operations... 29,321 19,845 25,846 15,003 23,759 Purchase of tangible and intangible assets... (8,316) (5,645) (9,038) (7,994) (7,479) Tangible and intangible asset disposals, net of tax... 1, , Impact of changes in consolidation scope... (43,264) (2,335) (6,364) (37,371) 249 Acquisition of non-controlling interests... (1,474) (2,006) (910) Net cash flow from (used in) investing activities... (51,425) (7,245) (14,813) (33,415) (7,447) Dividends paid to equity holders of the parent... Dividends paid to non-controlling interests... (3,083) (3,558) (3,499) (2,996) (3,224) Share capital increase/(decrease)... (102) 13 Acquisition-related debt of consolidated companies... (6,021) (6,021) 6,000 Loan issues... 55, , ,000 3,425 Loan issue expenses... (9,419) Loan repayments... (10,266) (4,251) (192,161) (172,327) (14,286) Net cash flow from (used in) financing activities... 42,304 (13,830) (5,750) 6,156 (14,072) Impact of exchange rate fluctuations... 1,679 2,020 1,877 (562) 365 Net cash flow... 21, ,160 (12,818) 2,605 Total cash and cash equivalents at the end of the period... 60,583 32,334 38,704 31,544 44,363 Net cash flow from operations For the year ended December 31, 2014, the accrued interest s impact has been reclassified as an adjustment on net cash flow from operations while it was classified in the net cash flow from financing activities in the financial statements for the years ended December 31, 2013 and Our net cash from operations is mainly impacted by (i) operating result and depreciation charges, (ii) extraordinary result with the exception of the impact of asset disposal, (iii) financing result, as it impacts our gross cash flow from consolidated companies and (iv) changes in the net working capital. See Working capital. Net cash from operations amounted to 29.3 million for the nine months ended September 30, 2015, compared to 19.8 million for the nine months ended September 30, The increase of 9.5 million resulted mainly from an 11.7 million increase in our EBITDA for the nine months ended September 30, 2015 compared to our EBITDA for the nine months ended September 30, Increase in our EBITDA was the result of an 89

110 increase by 12.1 million in our operating result and a decrease in our depreciation charges on fixed assets by 0.3 million for the nine months ended September 30, 2015 compared to the nine months ended September 30, Net cash from operations amounted to 25.8 million for the year ended December 31, 2014, compared to 15.0 million for the year ended December 31, The increase of 10.8 million resulted mainly from a 16.8 million reduction in working capital requirements for the year ended December 31, 2014, which amounted to a positive 4.0 million for the year ended December 31, 2014, compared to a negative 12.8 million for the year ended December 31, This improvement is primarily due to management s strong focus on working capital items following the 2013 negative variation in the context of the integration of the 2013 Business Combinations. See Working capital. This increase was partially offset by lower profit from consolidated companies which amounted to 5.8 million for the year ended December 31, 2014, compared to 10.8 million for the year ended December 31, This 5.0 million decrease in profit from consolidated companies is mainly due to (i) higher net financial expenses of 20.8 million partially offset by (ii) the increase in operating result for 16.4 million out of which 12.6 million derived from the increased size of our business (impact of the 2013 Business Combinations). Net cash from operations amounted to 15.0 million for the year ended December 31, 2013, a decrease of 8.8 million compared to the year ended December 31, 2012, primarily due to the changes in our working capital, which were negatively impacted by (i) the integration of the 2013 Business Combinations for 5.9 million, of which 0.9 million related to Precisium Group, 2.5 million to TPA Group and 2.4 million to other FAI and its subsidiaries, as well as (ii) an unfavorable change in working capital, as a result of a difference in purchase timing, as significant purchases made at the end of 2012 were paid in the beginning of Net cash from operations amounted to 23.8 million for the year ended December 31, Net cash flow from investing activities Our net cash flow from investing activities primarily consists of the purchase of tangible and intangible assets (or capital expenditures), our tangible and intangible asset disposals, net of tax, as well as the impact of changes in consolidation scope. Our capital expenditures are further described in Purchase of tangible and intangible assets (Capital expenditure) below. Our tangible and intangible asset disposals net of tax relate to certain real estate sales which have an impact on our cash flows. The most significant sale has been a disposal of real estate at our distribution business in France on June 13, 2013, in the context of a sale-and-leaseback transaction. Impact of changes in consolidation scope corresponds to cash consideration for acquisitions. In 2012, it relates to the acquisition of APO, and in 2013 it mainly relates to the cash flow impact of the 2013 Business Combinations. For the year ended December 31, 2014, the main acquisitions impacting our investing cash flow were the acquisitions of Homaco, Allio, Precisium Group, Motofacts and Big Wheels Services. For the nine months ended September 30, 2015, the main acquisitions impacting our investing cash flow were the acquisitions of CT, Techni Freins, UAN, Théret, Motex, SASF, IFS, CAT, Chambon and Frenco. Our net cash outflow used in investing activities for the nine months ended September 30, 2015, was 51.4 million compared to 7.2 million for the nine months ended September 30, This increase of 44.2 million primarily resulted from the significantly higher number of acquisitions, some of relatively larger size, than those that we completed in the nine months ended September 30, 2015 compared to the nine months ended September 30, 2014, as well as higher capital expenditures associated with the growing scale of our business (owing to the numerous acquisitions that we completed in the nine months ended September 30, 2015). Our net cash outflow from investing activities for the year ended December 31, 2014 was 14.8 million, a decrease of 18.6 million from the year ended December 31, This decrease was largely due to (i) lower tangible and intangible asset disposals, net of tax, as we performed a sale and leaseback transaction in our French distribution business in June 2013 and (ii) less aggressive external growth investments than in the year ended December 31, 2013 when we acquired TPA and Precisium Group. Capital expenditures increased by 1.0 million, to 9.0 million for the year ended December 31, 2014, from 8.0 million for the year ended December 31, This increase primarily relates to the recurring capital expenditures of TPA and Precisium 90

111 Group in connection with the full integration of the 2013 Business Combinations moderated by a tight control of our spending which enabled us to reduce capital expenditures below 0.8% of group sales. Our net cash outflow from investing activities for the year ended December 31, 2013 was 33.4 million, an increase of 26.0 million from the year ended December 31, This negative impact on cash flow was primarily due to (i) the net impact on our cash and cash equivalents related to the 2013 Business Combinations, which amounted to 37.4 million (ii) an increase in maintenance capital expenditures of 0.5 million, compared to the year ended December 31, 2012, related to marketing capital expenditures for the refurbishments and distribution outlets, as well as capital expenditures related to the acquisition of new equipment for workshops and stores, including paint mixing machines in our distribution business in France, as well as certain investment in IT and certain platform equipment expenses related to a new mezzanine floor in Blois, to increase the warehouse capacity at our trading group business. These increases were partially offset by the proceeds from the sale and lease-back transaction in our distribution business in France on June 13, Our net cash outflow from investing activities for the year ended December 31, 2012 was 7.4 million. The net cash outflow from investing activities was primarily affected by (i) an increase in capital expenditures due to the acquisition of new equipment for workshops, the acquisition of new vehicles and machines, IT maintenance and replacement expenditures, as well as expenditures related to the reorganization plan in our French distribution business and the implementation of a new warehouse management system at the Blois platform, and (ii) the acquisition of APO. Net cash flow from financing activities Our net cash flow from financing activities mainly relates to (i) loan repayments or issue and related costs, (ii) dividends paid outside the Group and (iii) net debt adjustments in connection with acquisitions. Net cash from financing activities amount to 42.3 million for the nine months ended September 30, The main cash inflows from financing activities resulted from (i) repayment to us of a cash advance in the amount of 8.0 million that we had made to one of our parent entities in December 2014 and (ii) 48.0 million in proceeds from funding loans from one of our parent entities representing part of the proceeds from the issuance of the Additional Fixed Rate Notes in May These cash inflows were partially offset by (i) amortization in the amount of 10.3 million of existing funding loans from one of our parent entities and (ii) dividends paid to minority shareholders of 3.1 million. Net cash used in financing activities amounted to 5.8 million for the year ended December 31, The main cash outflows from financing activities resulted from (i) dividends paid to minority shareholders in an amount of 3.5 million, (ii) the cash consideration related to the purchase of the remaining 20% stake in APO and the remaining 17.4% stake in TPA Group, classified as debt as of December 31, 2013, for an aggregate amount of 6.0 million, (iii) the repayment of our outstanding borrowings under the former senior facilities agreement in the amount of million in connection with the Acquisition. Main cash inflows from financing activities resulted from funding loans from Alliance Automotive Investment in the amount of million following the issuance of the Original Notes, net of a loan granted to Parent in the amount of 8.0 million. Net cash generated by financing activities amounted to 6.2 million for the year ended December 31, The main cash outflows from financing activities resulted from (i) dividends paid in an amount of 3.0 million, (ii) the repayment of debt related to our previous senior facilities in the amount of million, in the context of the refinancing of our Group in November 2013 and (iii) the impact of debt issuance costs in the amount of 9.4 million. The main cash inflows from financing activities resulted from (i) the entering into our previous senior facility agreement for a total amount of million and (ii) the commitment to purchase the remaining 20% stake in APO and the remaining 17.4% stake in TPA Group, classified as debt as of December 31, 2013, for an aggregate amount of 6.0 million. Net cash used in financing activities amounted to 14.1 million for the year ended December 31, The net cash flow from financing activities is mainly composed of the repayment of part of the debt incurred in connection with the acquisition of our Group by Weinberg Capital, in an amount of 14.3 million. Our financing activities also consisted of the execution of the loan related to the financing of the APO acquisition, which amounted to 3.4 million. Further, dividends paid to non-controlling interest amounted to 3.2 million and were mainly paid to minority shareholders of 3G, one of our subsidiaries. 91

112 Liquidity Our principal source of liquidity is cash from operations and our Revolving Credit Facility which, as of the Issue Date, was undrawn. On November 19, 2014, we entered into the Revolving Credit Facility Agreement, which provides for a Revolving Credit Facility in the amount of 50.0 million available as of December 1, The Revolving Credit Facility will mature in For more information, see Description of Certain Financing Arrangements. Following our acquisition of Coler as of December 9, 2015, we also had 32.4 million in third party debt (net of overdrafts) outstanding at Coler. For more information, see Description of Certain Financing Arrangements Coler Indebtedness. In addition, we used cash on our balance sheet to finance the acquisition of a distributor of LV parts in the amount of approximately 2.9 million shortly after the Issue Date. This is in addition to cash on balance sheet of 6.5 million that we used to finance the acquisition of another distributor of LV parts on February 1, See Summary Recent Developments. Our ability to generate cash from our operations depends on our future operating performance, which is in turn dependent, to some extent, on general economic, financial, competitive, market, regulatory and other factors, many of which are beyond our control, as well as other factors discussed in the section entitled Risk Factors. Although we believe that our expected cash flows from operations, together with available borrowings under the Revolving Credit Facility and cash on hand, will be adequate to meet our anticipated liquidity and debt service needs, we cannot assure you that our business will generate sufficient cash flows from operations or that future debt and equity financing will be available to us in an amount sufficient to enable us to pay our debts when due, including the Notes, or to fund our other liquidity needs. As of September 30, 2015, our cash and cash equivalents were 60.6 million, an increase of 28.3 million compared to 32.3 million as of September 30, 2014, principally due to (i) higher cash position at the beginning of the nine months ended September 30, 2015 than at the beginning of the nine months ended September 30, 2014 of 7.2 million; (ii) higher cash flow from operations of 9.5 million; (iii) higher cash flow used in investing activities of 44.2 million; (iv) higher cash flow from financing utilities of 56.1 million; and (v) translation impact on cash and cash equivalents denominated in GBP of 0.3 million. Additionally, as of September 30, 2015, we had cash of 6.5 million at the Parent level. As of December 31, 2014, our cash and cash equivalents were 38.7 million, an increase of 7.2 million compared to 31.5 million as of December 31, 2013, principally due to the positive working capital variation. As of December 31, 2013, our cash and cash equivalents were 31.5 million, a decrease of 12.8 million compared to 44.4 million as of December 31, 2012, principally due to the negative working capital variation and the impact of the 2013 Business Combinations. Our cash balances as of December 31, 2012 were 44.4 million. This 2.6 million improvement of our cash position at year end includes the annual repayments of our existing bilateral loans for an amount of 14.6 million, of which (i) 11.6 million relates to annual repayments of our credit line with The Royal Bank of Scotland plc, (ii) 2.1 million in reimbursements related to loans in 3G, one of our subsidiaries, as well as (iii) other loans reimbursements in an amount of 0.9 million. Outstanding Indebtedness We are highly leveraged and have significant debt service obligations. As of September 30, 2015, our net debt had increased compared to December 31, 2014 mainly because of the additional third-party debt we incurred by way of the Additional Fixed Rate Notes that we issued in May As of September 30, 2015, as adjusted for the indebtedness incurred by the Parent in connection with the Offering and the use of proceeds therefrom as contemplated under Use of Proceeds and as further adjusted to give effect to the acquisition of Coler as if it had occurred on September 30, 2015, our debt (net of overdrafts) outstanding would have been million. We anticipate that our high leverage will continue for the foreseeable future. Our high level of debt may have important negative consequences for you. See Risk Factors Risks Related to our Structure. We believe that the potential risks to our liquidity include: a reduction in operating cash flows due to a lowering of operating profit from our operations, which could be caused by a downturn in our performance or in the industry as a whole; 92

113 a failure to maintain low working capital requirements; and the need to fund maintenance capital expenditures. If our future cash flows from operations and other capital resources (including borrowings under our current or any future revolving credit facility) are insufficient to pay our obligations as they mature or to fund our liquidity needs, we may be forced to: reduce or delay our business activities and capital expenditures; obtain additional debt or equity financing; or restructure or refinance all or a portion of our debt, including the Notes, on or before maturity. We cannot assure you that we would be able to accomplish any of these alternatives on a timely basis or on satisfactory terms, if at all. In addition, the terms of the Notes and any future debt may limit our ability to pursue any of these alternatives. Working capital The following table sets forth the changes to our working capital for the periods indicated. Nine months ended September 30, Year ended December 31, ( in thousands) Inventories decrease/(increase... 2,147 (4,325) (4,898) 2,296 (2,099) Trade and other receivables decrease/ (increase)... (31,800) (30,282) 152 1,385 4,564 Other current assets decrease/(increase)... (3,570) (251) (4,008) (2,600) (4,959) Trade and other payables increase/(decrease)... 18,234 18,903 8,405 (14,610) 1,837 Other current liabilities increase/(decrease)... 1,586 2,758 4, Non reconciled items... (153) (109) (261) 54 Change in working capital... (13,556) (13,305) 3,982 (12,810) (8) Our working capital is seasonal, which has an effect on our working capital requirements. Our working capital is mainly driven by (i) inventory levels (ii) our ability to collect receivables and (iii) the timing of rebate collections. Our trade receivables are primarily composed of receivables from both affiliated independent distributors (in our trading group business) and end-customers of our distribution business. Our inventories are primarily composed of spare parts held at our trading group platforms in France and in the United Kingdom and within the French and UK distribution networks. Our trade payables are composed of third party supplier payables, mostly at our trading group business in France and the United Kingdom. Other working capital items primarily consist of tax and employee benefit payables and receivables. We have historically funded our working capital requirements through cash generated from our operations, from borrowings under bank facilities and through our revolving credit facilities. Working capital needs can fluctuate throughout the year according to the level of activity and seasonality. We anticipate that our working capital requirements in the foreseeable future will generally be stable as a percentage of revenue. However, these requirements can fluctuate for a variety of factors, including any significant increase in payables related to our fixed assets. Changes in working capital for the nine months ended September 30, 2015 Changes in net working capital for the nine months ended September 30, 2015 were negative 13.6 million, mainly due to the impact of seasonality on key elements of our working capital. Seasonality tends to be higher as of September 30 each year, as a result of (i) a buildup in inventories in our third quarter in preparation 93

114 for demand of winter-related spare parts, (ii) higher trade receivables resulting from greater activity levels in the months of August and September compared to the months of November and December and (iii) the impact of suppliers rebates which are typically at their highest point at the end of September as we generally start collecting rebates from our suppliers towards the end of each financial year. At the historical perimeter level, our changes in net working capital of negative 13.6 million is explained by (i) changes in our operating working capital of negative 11.4 million, which reflects the impact of our inventory management, our receivables outstanding (depending on the seasonality of our sales) and our payables outstanding (depending on our purchasing cycles) and (ii) changes in our non-operating working capital of negative 2.0 million, which reflects, among other things, the impact of rebates to be received from our suppliers (set off against any rebates to be paid on to our affiliated distributors), as well as certain tax and other liabilities. Total changes in working capital for the nine months ended September 30, 2015 compared to the nine months ended September 30, 2014 remained stable overall (negative 13.6 million in the nine months ended September 30, 2015 compared to negative 13.3 million in the nine months ended September 30, 2014) despite a significant increase in scale and associated rise in operating profit, reflecting improvements we made in our rebates collection process and the disciplined approach we maintained over the collection of our receivables as well as significant efficiencies in managing our inventories during the period. Despite higher activity levels in the third quarter of each year compared to the fourth quarter, changes in our inventories generated a positive inflow of 2.1 million for the nine months ended September 30, 2015, reflecting improved logistic capabilities associated with the development of our national and regional platforms network which allowed us to better control and materially reduce inventories at the distribution level. Changes in our trade and other receivables of negative 31.8 million for the nine months ended September 30, 2015 was mainly due to our sales at the end of the third quarter of 2015 being significantly higher than our sales at the end of fourth quarter of 2014, primarily in the United Kingdom. Changes in our trade and other payables of positive 18.2 million is in line with our purchase levels at the end of the third quarter of 2015, which was 20 million above our purchase levels at the end of the fourth quarter of 2014, primarily in the United Kingdom. Changes in working capital for the year ended December 31, 2014 Changes in net working capital for the year ended December 31, 2014 were positive 4.0 million despite a negative 1.2 million net impact due to an additional business day during the month December 2014 (22 days) compared to December 2013 (21 days). Excluding this calendar impact, the 5.2 million operating improvement is due to management s strong focus on working capital items following the 2013 negative variation in the context of the integration of the 2013 Business Combinations. The additional business day in December 2014 compared to December 2013 increased our working capital by 1.2 million due to the 4.7 million impact on trade receivables partially offset by a negative 3.5 million impact on trade payables. Our inventories grew by 4.9 million between December 31, 2013 and December 31, 2014, due to (i) a temporary overlap of our inventories in two of our national platforms in the context of the rationalization of our logistics following the 2013 acquisition of Precisium Group and (ii) an increase in the stock of our French distribution business as the December 2013 level was abnormally low and insufficient to support our current business. Adjusted from 4.7 million based on the total amount of sales, which amounted to 1,180.8 million, divided by the number of business days (251), our receivables have been reduced by 4.9 million due to (i) the reduction of payment terms applied to independent garages in our distribution business in France and (ii) a group action towards Precisium independent members in order to reduce their due receivables. Adjusted from negative 3.5 million based on the total amount of purchase of goods, which amounted to million, divided by the number of business days (251), our trade payables grew by 4.8 million due to (i) the increase in our inventories decided during the last quarter of 2014 in our French distribution business and 94

115 (ii) the impact of a significant purchase of batteries made in November 2014 which remained unpaid as of December 31, In terms of other current liabilities and assets, the global variation amounts to 0.6 million. This performance was driven by (i) the pre-financing in 2014 of the CICE receivable for 2.8 million when the same transaction had not been put in place in 2013 partly offset by (ii) the significant increase of our year-end rebates driven by synergies following the 2013 Business Combinations. Changes in working capital for the year ended December 31, 2013 Changes in net working capital for the year ended December 31, 2013 were negative 12.8 million, which was the result of a negative 6.9 million impact related to our historical perimeter and a negative 5.9 million impact related to the 2013 Business Combinations since their consolidation within our Group. At the historical perimeter level, the 6.9 million negative change in net working capital mainly results from the trade payables, which amounted to negative change of 8.9 million. This decrease in trade payables is mainly due to our French trading group business and our French distribution business, which accounted for negative 5.5 million and negative 4.2 million, respectively, due to (i) a significantly lower level of purchases in the months of November and December 2013 compared to the same period in 2012 and (ii) the impact of synergies related to supplier rebates that are paid on an annual basis. The lower level of purchase during the months of November and December 2013 also triggered a decrease in inventories, mainly at our distribution business in France. Changes in working capital for the year ended December 31, 2012 Net working capital for the year ended December 31, 2012 was stable due to a negative 2.1 million cash impact related to inventories, offset by a 1.8 million increase in payables, both reflecting high level purchases at the end of The 4.6 million decrease in trade receivables, mostly driven by a decrease of 3.7 million and 0.7 million of our French distribution business and French trading group business, respectively, due to declining activity in The 5.0 million increase of other current assets mainly relates to 3.5 million and 1.5 million of our French trading group business and French distribution business, respectively. The increase in other current assets is mainly in respect of tax receivables, due to a decrease in taxable income, mostly at our French trading group business, notably due to the impact of deductible non-recurring expenses, including the scrapping of fixed assets in the context of the implementation of a new warehouse management IT system. Purchase of tangible and intangible assets (Capital expenditure) Our capital expenditure incurred during the periods indicated are set out below: Nine months ended September 30, Year ended December 31, ( in thousands) Capital expenditure (a)... (8,316) (5,645) (9,038) (7,994) (7,479) (a) Capital expenditure presented above does not include our capital expenditure related to acquisitions. We believe we have a capex-light business model, and consequently are not required to make significant capital investments in our business. Our capital expenditures were on average below 1% of our revenue in the years ended December 31, 2012, 2013 and 2014 and in the nine months ended September 30, Capital expenditures increased by 2.7 million to 8.3 million for the nine months ended September 30, 2015, from 5.6 million for the nine months ended September 30, This increase was primarily due to higher capital expenditures on maintenance associated with the growing scale of our business (owing to the numerous acquisitions that we completed in the nine months ended September 30, 2015). Capital expenditures increased by 1.0 million to 9.0 million for the year ended December 31, 2014, from 8.0 million for the year ended December 31, This increase primarily relates to the capital 95

116 expenditures incurred for 2013 Business Combinations moderated by a tight control of our spending which enabled us to reduce the capital expenditures below 0.8% of our group sales. In 2014 we continued to reinforce our IT environment with a special focus on centralized invoicing, business intelligence application and deployment plan of our ERP on our recently acquired subsidiaries as well as equipment related to our logistic platforms. Capital expenditures increased by 0.5 million to 8.0 million for the year ended December 31, 2013, from 7.5 million for In 2013, our capital expenditures mainly consisted of (i) marketing capital expenditures related to refurbishments and extension of sites, as well as equipment capital expenditures related to the acquisition of new equipment for workshops and stores, including paint mixing machines at our French distribution business and (ii) certain IT investments and platform equipment expenses, primarily related to a new mezzanine floor in Blois to increase the warehouse capacity in our French trading group business. Capital expenditures amounted to 7.5 million for the year ended December 31, In 2012, our capital expenditures mainly consisted of (i) the acquisition of new equipment for workshops, (ii) the acquisition of new vehicles and machines, (iii) IT maintenance and replacement expenditure and (iv) marketing capital expenditures mainly related to the opening of new sites. Furthermore, non-recurring capital expenditures included investment in respect of the reorganization plan in our French distribution business, as well as the capital expenditures related to the launch of our UK trading platform and the implementation of a new warehouse management system at the Blois platform. Contractual obligations The following table summarizes our material contractual obligations of a total of more than 1,000,000 on a per item basis as of September 30, 2015, as adjusted to give effect to the Offering. See Use of Proceeds. Until onward Total ( in million) Notes Additional Fixed Rate Notes Original Notes Revolving Credit Facility... Operating leases (1) Total contractual obligations (1) Operating leases represent obligations under various long-term operating leases entered into in the ordinary course of business for our distribution centers, warehouses and other equipment requiring minimum rentals. The table does not include 1 million in deferred consideration that we have agreed to pay under the acquisition agreement entered into with the seller of Coler, which we intend to pay in the year The table also does not include certain non-material contracts or commitments entered into in the ordinary course of business. Off-balance sheet arrangements As of September 30, 2015, we had no material off-balance sheet arrangements. Qualitative and quantitative disclosures about market risk Credit risk Credit risk is the risk of financial loss arising from the counterparty s inability to repay or service debt in accordance with the contractual terms. Credit risk includes both the direct risk of default and the risk of a deterioration of creditworthiness, as well as concentration risks. Because of our business activity, we have balances with a very large number of customers. However, a substantial portion of our revenue is collected upfront. 96

117 Interest rate risk We are exposed to interest rate risks due to our need to finance our operations as well as to utilize our available liquidity. Fluctuations in market interest rates may have a negative or a positive impact on our financial results by indirectly influencing the repayment of loans and investments. Our indebtedness and other debt arrangements are primarily comprised of the Floating Rate Notes and the Revolving Credit Facility (which borrowings have an interest rate based on EURIBOR or LIBOR) and the Fixed Rate Notes. Unexpected changes in interest rates could have a material adverse effect on our business, results of operations or financial condition. Liquidity risk Liquidity risk, or funding risk, represents the risk that we may encounter difficulty procuring the funds necessary to honor our commitments from operations in an economic manner and in due time. The cash flows, funding needs, and liquidity of the Group are monitored and managed centrally under the control of the finance department, which has the objective of guaranteeing an effective and efficient management of financial resources. We believe that the funds and the credit facilities currently available, including 50.0 million committed Revolving Credit Facility will, in addition to the liquidity that will be generated by operations and financing activities in the ordinary course of business, allow us to meet our needs with respect to investment activities, managing working capital, and repaying debt on its scheduled maturity dates. Exchange rate risk We believe that we have a limited exposure to exchange rate risk. Our revenue is generated in euro for our operations in France and in pounds sterling for our operations in the United Kingdom. Our reporting currency is euro. Therefore, our cash flows are exposed to both translational foreign exchange risks as well as risks from the revaluation of our net monetary assets and liabilities. In addition, tax computations in the United Kingdom are prepared in pounds sterling. Our transactional foreign exchange risk is quite limited, as most of our sales or purchases are carried out in euro. Critical accounting policies The preparation of financial information in conformity with French GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial information and the reported amounts of turnover and expenses during the years then ended. Management bases its estimates on historical experience and various other assumptions that are considered to be reasonable in the particular circumstances. Actual results may differ from these estimates. For more information, see Section C to our audited consolidated financial statements for the year ended December 31, 2014 included elsewhere in these listing particulars. 97

118 INDUSTRY This discussion contains market and competitive position data from industry publications and from surveys or studies conducted by third-party sources. We are a distributor of automotive spare parts for both passenger and commercial vehicles in the independent aftermarket distributor channel in France and UK. We recently entered the German automotive spare parts aftermarket through our acquisition of Coler in December 2015, a distributor of automotive parts and services based in Western Germany and headquartered in Münster, North Rhine-Westphalia. Automotive Spare Parts Industry The automotive spare parts and services aftermarket comprises three levels: (i) suppliers, (ii) distributors and (iii) repairers/customers. Suppliers such as Bosch, Gates, Schaeffler or Valeo manufacture spare parts. Distributors purchase and stock spare parts from these suppliers and deliver them to repairers and other end customers. Distributors also carry out purchasing and logistic activities through trading groups, which negotiate directly with suppliers. The distribution of automotive spare parts is split into three channels: (i) dealers affiliated to car manufacturers, such as Toyota, Honda, Peugeot or Volkswagen (the OES channel), (ii) independent aftermarket distributors of spare parts used in the maintenance and repair of LVs and CVs and (iii) fast-fitters and auto-centers. The IAM channel comprises the independent aftermarket distributor channel, as well as fast-fitters and auto- centers. These spare parts include mechanical parts, electrical parts and electronic components, body parts (including headlights), assembly parts, tires, oils and lubricants, car paint, other chemical products and accessories. The LV and CV aftermarket is relatively complex compared to other industries, due to the large number of market participants with varying business models. OES and IAM suppliers sell their products to distributors, for further sale to garages, body shops and fast- fitters. The following chart represents an overview of our positioning in the aftermarket: Car manufacturers / parts suppliers AAG channel OES Independent Trading Groups National / regional platforms Dedicated Trading Groups Car Dealers Owned distributors Affiliated distributors Manufacturer repair centres Authorised repair centres Branded repairers Independent repairs Fast fit / Autocentre chains Car makers channel Independent aftermarket distributor channel Fast-filters and auto-centers Players with strong relationships with the Group (but not integrated Players with some interactions with the Group Main Group flows Players out of the Group process Players fully integrated into the Group (consolidated) Secondary Group flows The key players in this industry include: Manufacturers: Suppliers of auto parts, including Bosch, Gates, Schaeffler and Valeo. More than 500 manufacturers supply the automotive spare parts aftermarket and supply goods to either OES or players in the IAM channel. Purchasing groups: An entity making purchases on behalf of a group of distributors. Consolidated purchases made through a purchasing group increase bargaining power with suppliers and enable 98

119 greater discounts on purchased parts. Over the years, purchasing groups have developed into trading organizations providing their affiliates with, alongside improved purchasing terms, marketing tools and brands, training programs, private label products, central invoicing, national accounts supply agreements, etc. Distributors: In OES channel, distribution is generally carried out by authorized resellers of the manufacturers that supply authorized dealers. In the IAM, distribution is carried out by independent distributors that supply products to garages, body shops, fast-fitters and car centers. Garages (including body shops): Garages are either authorized by a car manufacturer, or operate independently and do not maintain any relationship with a particular car manufacturer. Authorized garages generally specialize in the OES segment and, in general, primarily offer products and services relating to the vehicles produced by the manufacturer to which they are connected. Consequently, authorized garages primarily provide services in relation to a limited range of vehicles. By contrast, independent garages that operate in the IAM channel generally offer services and repairs on all vehicles, without distinguishing between vehicle manufacturers and models. There are often exceptions to the supply chain described above, largely due to the expectations of endcustomers that garages, body shops, fast-fitters and car centers obtain light vehicle spare parts in a timely manner. Development of the aftermarket for spare parts for LVs in France We participate in the aftermarket value chain as a business-to-business distributor of spare parts for LVs and CVs, generating 74% of our revenue in France in the nine months ended September 30, The LV automotive spare parts business-to-business retail market (including tires and oil but excluding captive parts) in France is a large and stable market with a value in 2014 of 13.1 billion, according to Roland Berger. At the distribution level, Roland Berger estimates the French business-to-business spare parts aftermarket for LV (including tires and oil but excluding captive parts) at 8.5 billion in 2014, including repair & maintenance (54% of market), tires (19%), crash (14%) and oil (13%). The retail aftermarket for spare parts for light vehicles in France is characterized by stable growth and has historically been resilient to downturns, including the economic downturn of According to Roland Berger, the French LV spare parts retail market (including tires and oil but excluding captive parts) is expected to grow at a CAGR of approximately 0.3% from 2014 to

120 E Source: Roland Berger analysis. Trends in the French independent aftermarket Favorable industry trends, including an ageing car parc and certain regulatory changes, have led to a gradual increase of IAM vis-à-vis OES. According to Roland Berger, the French OES channel which represented 51% of the distribution market in 2014 is expected to continue to lose market share to the IAM channel. OES 51% IAM 49% OES 49% IAM 51% French LV distribution market 2014 French LV distribution market 2020 Source: Roland Berger analysis. Once a manufacturer warranty expires, car owners tend to favor IAMs. Independent repairers typically offer lower cost of services and are more proximate to end-customers for maintenance and repair. For instance, authorized car dealers in France generally charge approximately 50% more per hour of labor compared to independent repairers and the flexibility to use non-oes parts also reduces costs. Certain EU-wide regulations have liberalized the market, such as the New BER aimed at the LV sector, which allowed (i) full access for the IAM channel to technical information about spare parts, (ii) the right for car owners to engage independent repairers throughout the life of the LV without voiding their warranty and (iii) the 100

121 ability for independent garages to use private brands, as well as matching quality spare parts instead of the OES ones. Other regulations, such, as Contrôle Technique, made it compulsory for vehicles more than three to four years old to pass annual or bi-annual tests thereby ensuring that motorists maintain their vehicles to a minimum standard. Key Market Drivers and Industry Outlook The automotive spare parts aftermarket has historically demonstrated resilience in the face of unfavorable economic conditions. The industry is cushioned from the economic cycle as the repair element of the aftermarket spend is essentially non-discretionary. We believe that the introduction of electric cars should not impact the aftermarket before 2020 and will represent a growth opportunity at this time as most electric vehicles will be hybrid, which require normal servicing and repair as well as some additional work related to the electrical circuitry. The automotive spare parts aftermarket is essentially driven by the following factors: Car parc size: Car parc size is a measure of vehicles in circulation, which is a key factor affecting the development of the spare parts aftermarket. Within Europe, France has the second largest car fleet, with approximately 37.8 million vehicles in circulation in 2014, according to Roland Berger. This number tends to be very stable in the short to medium term since consumers requirements to own a vehicle tend not to change much except due to very long-term trends (i.e., urbanization). The number of new vehicles sold, which tends to be cyclical, is much less relevant to the IAM channel because (i) new vehicles tend to form a small part of the overall car parc and (ii) new vehicles tend to be serviced more by authorized car dealers that are affiliated with the OEMs. The car parc in France remained relatively stable in recent years, with a CAGR of 0.5% between 2009 and This stability is expected to continue in the future with a CAGR of 0.4% in France between 2014 and 2017 according to Roland Berger. Age of LVs in circulation: As of December 31, 2014, the average age of light vehicles in circulation was 8.7 years in France. In addition, the number of LVs in circulation aged five years or more has been slowly increasing and amounted to 69.0% of the vehicles in circulation in The average age of light vehicles in circulation is expected to further increase to 8.9 years in 2017 according to Roland Berger. We believe that consumer preferences for services and repairs vary depending on the age of the vehicle in question. Despite the fact that the quality of service and the validity or duration of a vehicle warranty is generally not compromised when using services and parts sourced from independent garages, consumers who own vehicles that are four years old or less typically use authorized car dealers operating in the OES to perform related maintenance and repair services because their vehicles are covered by manufacturer warranties. We believe that consumers who own vehicles that are more than four years old increasingly prefer to have their cars serviced by independent garages. This is primarily due to the expiration of car warranties and the fact that consumers are sensitive to the lower pricing of services and parts in the IAM channel. We expect the IAM channel to grow compared to the OES channel as the average age of vehicles in France continues to increase. 101

122 15+ years % 15.6% 17.7% years 21.8% 22.7% 22.4% 5-9 years 32.4% 30.7% 30.9% 0-4 years 34.1% 31.0% 29.1% E Average age: 8.0 yrs 8.7 yrs 8.9 yrs Source: Roland Berger analysis. Technological developments and prices: Technological developments in the light vehicle industry generally lead to an increase in the quality of vehicles available, as well as the components used in car manufacturing becoming more complex. While an increase in quality generally results in an increase in the durability of vehicle components, it also tends to lead to an increase in the average price of spare parts. Furthermore, there is a general trend towards the use of modules in automobiles, which are more expensive to replace than single parts. Average prices in the LV spare parts aftermarket (business-to- business retail market; including VAT, inflation, tires and oil but excluding captive parts) are expected to increase by 1.6% in France per annum on average between 2014 and 2017 according to Roland Berger, due to growing parts complexity and rising materials costs. Job frequency: As the market becomes more competitive and vehicle technology advances, the durability of spare parts tends to improve. This typically results in a reduction in the number of repair jobs or maintenance parts required for a vehicle. Demand is also negatively impacted by a decrease in the number of miles travelled by vehicles which can be influenced by external factors, like an increase in fuel prices or the adoption of government incentives to use public transportation, or disincentives to travel by car. As a result, job frequency within the LV retail market (including tires and oil but excluding captive parts) is projected to decrease in France at a rate of 1.7% per annum between 2014 and 2017, according to Roland Berger. Composition of vehicles in circulation: The composition of vehicles and models in circulation is largely determined by the purchasing power and preferences of end-customers. Such composition influences the frequency of maintenance and repair services, the average price of spare parts used for repairs and the overall development of the IAM channel. Vehicles in circulation in France are generally of high quality, resulting in high prices for spare parts. Furthermore, there is an increasing number of vehicle brands in circulation. This trend benefits the IAM over OES, due to the former s ability of stocking and managing a wider range of spare parts, greater accessibility to customers and economies of scale. New distribution channels: With the development of spare parts e-commerce pure players, both garages and end-customers are able to identify, source and order required spare parts via the internet. This relatively new distribution channel currently represents approximately 6% of the market and caters largely only to the Do It Yourself (DIY) channel as the tight deadlines demanded by garages for receipt of spare parts require a local presence. It is expected that the e- commerce channel will stabilize in 2020 at a market share of approximately 10% according to Roland Berger. 102

123 Competitive landscape of the independent aftermarket distributor channel in France In the independent aftermarket distributor channel, significant logistics infrastructure is required to serve customers who request spare parts to be delivered several times a day within hours of an order being made across the territory. Inventory management is key as local distributors need to carry an extensive stockholding of approximately 6,000 to 10,000 SKUs to cover the most common spare parts in circulation. Stock at the local distributor level needs to be complemented by a network of regional and national warehouses carrying approximately 30,000 to 40,000 (regional) and 60,000 to 150,000 (national) SKUs to ensure complete spare part coverage. These later sources cover certain slower moving items not available at the distributor level. As a leading player in the automotive spare parts industry, AAG enjoys a number of competitive advantages due to its scale, including efficient supply chain and logistics systems, comprehensive territory coverage, competitive pricing terms with suppliers and high product availability. Apart from Autodistribution, the single largest competitor in France, the rest of the market is served by local and regional distributors that AAG believes lack the scale to compete efficiently in terms of supply frequency, product range and terms. The emergence of new competitors such as e-commerce players does not constitute a major threat to existing market positions. The large number of SKUs required and the tight deadlines demanded by garages for receipt of parts together with after sales support requires a local presence. Excluding tires, e-commerce players currently represent approximately 6% of the spare parts distribution aftermarket in France and their share is expected to ultimately stabilize at approximately 10% by 2020, according to Roland Berger. Aftermarket for spare parts for LVs in the UK In the twelve months ended September 30, 2015 we generated approximately 25% of our revenue in the UK. The business-to-business LV spare parts retail market (including oil but excluding tires and captive parts) in the UK is a large and stable market with a value in 2014 of 10.4 billion, according to Roland Berger. At the distribution level, Roland Berger estimates the UK business-to-business spare parts aftermarket for LV spare parts at 6.6 billion (excluding tires) in 2014, including repair & maintenance (68% of market), oil (18%) and crash (14%). The UK LV spare parts retail market (including oil but excluding tires and captive parts) is expected to grow at a CAGR of approximately 0.7% from 2014 to E Source: Roland Berger analysis. Favorable industry trends, including an ageing car parc and certain regulatory changes, have led to a gradual increase of IAM vis-à-vis OES in the UK (as in France). The IAM channel (including independent 103

124 aftermarket distributors, as well as fast-fitters and auto-centers) accounted for 62% of the UK business-tobusiness LV spare parts retail market (including oil but excluding tires and captive parts) in Other 8% OES 31% IAM 62% Source: Roland Berger analysis. Key Market Drivers and Industry Outlook in the UK The automotive spare parts aftermarket in the UK is essentially driven by the same factors as in France, those being: Car parc size: Within Europe, the UK has the fourth largest LV car fleet, with approximately 35.6 million cars in circulation in The car parc in the UK has remained relatively stable in recent years, with a CAGR of 0.6% between 2009 and This stability is expected to continue in the future with a CAGR of 0.6% expected in the UK between 2014 and 2017, according to Roland Berger. Age of LVs in circulation: In the UK, as of December 31, 2014, the average age of light vehicles in circulation was 7.9 years and the number of LVs in circulation aged five years or more has been slowly increasing and amounted to 68.6% of the vehicles in circulation in The average age of light vehicles in circulation is expected to further increase to 8.0 years in 2017, according to Roland Berger. 15+ years years 5-9 years % 8.1% 12.2% 19.4% 27.6% 26.0% 38.1% 32.9% 28.4% 0-4 years 36.5% 31.4% 33.4% E Average age: 7.0 yrs 7.9 yrs 8.0 yrs Source: Roland Berger analysis. 104

125 Technological developments and prices: In the UK, average prices in the LV spare parts aftermarket (business-to-business retail market; including VAT, inflation and oil but excluding tires and captive parts) are expected to increase by 2.1% per annum on average between 2014 and 2017 according to Roland Berger, due to growing parts complexity and rising materials costs. Job frequency: In the UK, job frequency within the LV retail market (including oil but excluding tires and captive parts) is projected to decrease in the UK at a rate of 1.9% per annum between 2014 and 2017 according to Roland Berger. Regulation: Favorable regulation, such as the MOT, making it compulsory for vehicles more than three or four years old to pass annual or bi-annual tests, is expected to continue the gradual increase of IAM vis-à-vis OES. 105

126 BUSINESS Overview We operate in the independent aftermarket distributor channel for automotive parts and services in France, the UK and Germany. We buy LV and CV spare parts from manufacturers that we distribute to various categories of customers through our network of distributors, which are either wholly owned subsidiaries or affiliated distributors. According to Roland Berger, in 2014, we were the leader in the French distribution aftermarket for wholesalers of LV spare parts based on distribution network revenue (which includes the aggregate revenues from the sale of LV aftermarket spare parts of all our distributors, including subsidiary and affiliated independent distributors). In addition, we are a significant participant in the United Kingdom in the distribution aftermarket for wholesalers of LV spare parts. In December 2015, we entered the German market through our acquisition of Coler, a distributor of automotive parts and services for light vehicles based in Western Germany. CV spare parts represented approximately 14% of our consolidated revenues for the twelve months ended September 30, For the twelve months ended September 30, 2015, we generated consolidated net revenues of 1,289.8 million and Adjusted EBITDA of 96.0 million, including the estimated EBITDA contribution and the estimated run-rate effect of synergies related to the 2015 Acquisitions. We offer approximately 150,000 SKUs on permanent stock in France, as well as a similar number of SKUs in the United Kingdom and Germany, as we believe that a broad selection and availability of parts, tools and equipment is of critical importance in our industry. Our comprehensive product portfolio covers all market channels (both LVs and CVs) and product families (such as brakes, clutches, batteries and timing belts). In addition to automotive parts, we provide independent garages with a broad assortment of repair shop tools and equipment such as pneumatic, electrical, hand and special tools used for diagnostic and repair of vehicles. We are an integrated company, acting as a strategic intermediary between key parts manufacturers (approximately 470 parts suppliers as of September 30, 2015 in France and the UK) and a large number of garages (approximately 14,300 independent garages in France and 14,900 in the UK in 2014) geographically dispersed across each of these countries. We distribute spare parts in France and the UK through our trading groups, which buy the spare parts from the suppliers and sell them to our wholly owned distributors and affiliated distributors, which in turn sell these parts to the end customer in these countries. Parts are either delivered directly by our suppliers to our wholly owned or affiliated distributors, or delivered by our trading groups out of their national or regional warehouses in France and the UK. Our wholly owned or affiliated distributors end customers are primarily independent garages, body shops, autocenters and fast-fitters, some of which operate under contract with us and under our repair network brands, such as Top Garage and Précisium Garage in France and AutoCare in the United Kingdom. Our trading groups in France and the UK perform central purchasing functions and provide logistic, marketing and general services to our wholly owned and affiliated distributors. In Germany, Coler s operations are set up in a similar fashion. In France, as of September 30, 2015, we operated a network of 163 subsidiary outlets and 805 affiliated outlets representing a total of 968 sites which are either supplied by our owned warehouses (three national and six regional warehouses) or through direct shipment from suppliers. In the United Kingdom, as of September 30, 2015, we had a network of 65 subsidiary outlets and 667 affiliated outlets operating from a total of 732 sites. We believe our overall size provides us with competitive pricing terms with aftermarket spare parts suppliers, while our extensive network allows us to deliver a broad range of parts on a timely and efficient manner throughout our three geographic regions. 106

127 The following charts show the split of our revenue and EBITDA in each of the countries in which we operated for the nine months ended September 30, Revenue by Geography United Kingdom 26% EBITDA by Geography United Kingdom 21% France 74% France 79% As of September 30, 2015, we estimate that we serviced more than 25,000 customers across France and the UK, of which approximately 3,150 were affiliated garages. These affiliated garages operate under contract with us and receive marketing and logistics services and support from the Group, which we believe leads to increased loyalty with our distributors. Our Strengths A Resilient Market with Positive Long-Term Fundamentals Roland Berger has estimated that the EU automotive spare part aftermarket is approximately 50 billion at the distribution level (based on 2012 data including tires and oil but excluding captive parts), with France accounting for 8.5 billion (including tires and oil but excluding captive parts) and the UK accounting for 6.6 billion (including oil but excluding tires and captive parts) in We believe the automotive spare parts aftermarket for LVs is relatively cushioned from overall economic cycles, benefiting from long-term positive trends, including a large, gradually growing and aging car parc. The French and the UK markets proved particularly resilient during the last economic downturn even as new car registration declined with demand being largely driven by the installed car parc and the average age and miles driven by vehicles in circulation. According to Roland Berger, these markets are expected to continue growing at an annual rate of less than 1% per annum from 2014 to The IAM channel of the automotive spare part aftermarket within which we primarily operate is largely focused on vehicles, usually not covered by the manufacturer warranties and serviced by independent garages. According to Roland Berger, the IAM channel in France (including independent aftermarket distributors as well as fast-fitters and auto-centers) accounted for 49% of the French business-to-business LV spare parts retail market (including tires and oil but excluding captive parts) in 2014, with the rest representing the OES segment, as well as online and other channels. The IAM channel in the United Kingdom (including independent aftermarket distributors, as well as fast-fitters and auto-centers) accounted for 62% of the UK business-tobusiness LV spare parts retail market (including oil but excluding tires and captive parts) in At the end of 2014, there were approximately 37.8 million LVs in circulation in France, compared to 36.8 million in 2009, according to Roland Berger. At the end of 2014 there were approximately 35.6 million LVs in circulation in the UK, compared to 34.6 million in 2009, according to Roland Berger. Further, the increased age in the car parc constitutes a positive trend for the automotive spare parts aftermarket and particularly the IAM channel, as newer cars tend generally to be serviced directly with the OES during the manufacturers warranty periods. The average age of the car parc in France and the UK was 8.7 years and 7.9 years, respectively, in 2014, compared to 8.0 and 7.0, respectively, in According to Roland Berger, this average age is expected to increase further to 8.9 years in France and 8.0 years in the UK between 2014 and The slowdown in new car registrations in recent years in France and the United Kingdom has led to a decrease in the market share of OES, as cars outside the manufacturer warranty period are increasingly repaired by independent repairers. From the consumer s standpoint, the IAM channel is significantly cheaper than the OES channel since dealers in France 107

128 and the United Kingdom generally charge approximately 50% more per hour of labor compared to independent repairers. The charts below show the increasing age of the car parc and the number of cars in circulation France and the UK in the period between 2009 and 2014, as well as expectation for 2017: 15+ years % 15.6% 17.7% 15+ years % 8.1% 12.2% years 21.8% 22.7% 22.4% years 19.4% 27.6% 26.0% 5-9 years 32.4% 30.7% 30.9% 5-9 years 38.1% 32.9% 28.4% 0-4 years 34.1% 31.0% 29.1% 0-4 years 36.5% 31.4% 33.4% E Average age: 8.0 yrs 8.7 yrs 8.9 yrs French Market E Average age: 7.0 yrs 7.9 yrs 8.0 yrs UK Market Source: Roland Berger Another key driver for growth is the increasingly complex technical nature of auto parts leading to increased unit prices. For example, average prices in the spare parts aftermarket are expected by Roland Berger to increase by a CAGR of 1.6% in France and a CAGR of 2.1% in the UK between 2014 and 2017, driven by growing complexity of parts and rising material costs. Finally, the regulatory environment is also favorable for the sector and is a key driver of our business. For example, the compulsory regular tests of vehicle safety imposed in the United Kingdom (MOT) and in France (Contrôle Technique), are beneficial for our business as a majority of repairs and maintenance are nondiscretionary in nature as a consequence of such tests. Further, French, UK and EU regulations have expanded our addressable market by making access to technical information compulsory and ensuring the right to service vehicles during the warranty period, allowing independent repairers to operate with more flexibility and additional technical know-how, thus assuring that new technically advanced vehicles can be repaired in the IAM channel. Leading Position in the Independent Aftermarket Distributor Channel According to Roland Berger, in 2014, we were the leader in the French distribution aftermarket for wholesalers of LV spare parts based on distribution network revenue (which includes the aggregate revenues from the sale of LV aftermarket spare parts of all our distributors, including subsidiary and affiliated independent distributors). In addition, we are a significant participant in the United Kingdom in the distribution aftermarket for wholesalers of LV spare parts. Our market position in the independent aftermarket distributor channel in France and the UK as well as our extensive distribution network and our logistic capabilities in these markets provide us with a strong platform to deliver a broad range of spare parts, equipment and tools on a timely and efficient basis throughout these geographies. Additionally, we believe that we enjoy a number of competitive advantages over smaller regional players due to our scale, including efficient supply chain and logistics systems, comprehensive territory coverage, competitive pricing terms with suppliers and high product availability. In France, apart from Autodistribution, our single largest competitor in that country, the rest of the market is largely served by local and regional distributors that we believe lack the scale to compete efficiently in terms of supply frequency, product range and terms. We entered Germany, the largest European LV spare parts aftermarket according to Roland Berger (based on 2012 data), with the acquisition of Coler in December 2015, a distributor of automotive spare parts and services for light vehicles based in Western Germany. We believe Coler constitutes an attractive platform for our entry into the German independent automotive aftermarket due to its quality logistic capabilities, comprehensive footprint of warehouses ensuring timely delivery of spare parts to 108

129 independent garages and the benefits flowing from being part of a larger group such as AAG when negotiating terms with suppliers. Our Broad Portfolio of Automotive Spare Parts and our Integrated Business Model Bring Long-Term Value to Suppliers, Distributor Members and End Customers We offer approximately 150,000 SKUs of permanent stock in France, as well as a similar number of SKUs in the United Kingdom and Germany, as we believe that a broad selection and high availability of parts, tools and equipment is of critical importance in our industry. As a key intermediary between spare part suppliers, distributors and independent repairers, we bring significant value to all our stakeholders. Spare parts suppliers benefit from the efficiency of a single point of contact with an integrated group rather than the complexity of dealing with many small distributors. These benefits include our centralized and common ordering system and our bearing the distributors credit risk on invoicing. Additionally, we promote and manage suppliers brands with distributors within our network, providing greater visibility for our suppliers products. As a result, we maintain longstanding relationships with many of the leading suppliers in the industry. Our relationship exceeds 10 years with most of our top 10 suppliers in France and the UK, which collectively accounted for approximately 31% of our total purchases in 2015, and which include major part manufacturers such as Bosch, Valeo, Gates and Schaeffler. Distributors to whom our trading group sells benefit from competitive terms and conditions because we pool the demand from our subsidiaries and affiliated distributors to obtain better prices from suppliers. We believe that we are one of the largest purchasers of automotive spare parts in Europe, purchasing from approximately 470 different suppliers as of September 30, Our scale allows us to generate material rebates from our suppliers to the benefit of our distributors. As a result of our robust logistics platforms, we are also able to provide greater sourcing flexibility to our distributor members ensuring next day delivery from our national platforms and same day delivery from our regional ones. We also offer additional services to our distributor members, further reinforcing their loyalty, including custom IT solutions, technical support, training, branding and monitoring tools. Finally, our end customers benefit from frequent and rapid deliveries from our extensive distribution network as well as high product availability, allowing them to better service their respective customers. Additional services are also offered to repairers, including workshops, technical support and training courses to help them stay continuously informed of latest technological developments and remain competitive with OES networks. End customer loyalty is secured through 11 affiliated garage brands in France, three in the United Kingdom and four in Germany, which provide services in exchange for a membership fee. Garages operating under our brands benefit from increased visibility and are able to provide high quality services due to their being part of a large and reliable network. An Extensive Distribution Network Supported by Robust Logistic Capabilities Quality of service in the independent aftermarket distribution channel is closely tied to the range of parts on offer, effective order execution, timely delivery and responsive customer service. Our extensive geographic footprint, integrated distribution systems and advanced logistic capabilities allow us to ensure orders are met within a short timeframe while maintaining high product availability and superior quality of service at all times. Parts ordered by distributors are delivered either directly from the suppliers (direct orders) or from one of our own distribution platforms (warehouse orders). In France and the UK, if a distributor does not have a specific spare part in stock, we are able to deliver the item from our network of regional platforms generally within four hours of the order being placed (for approximately 50,000 SKUs in nine owned regional warehouses in France and third party independent regional warehouses in the United Kingdom) for fast moving items or on the next day from one of our national platforms (for approximately 150,000 SKUs in three national warehouses in France and one national warehouse in the United Kingdom). Our comprehensive distribution network is capable of delivering a wide range of products, thereby increasing product availability and ultimately enhancing our end customer s loyalty. As a result of the breadth of our distribution network, parts ordered by end customers from our distributors are typically delivered in less than 2 hours in France and approximately 45 minutes in the United Kingdom, as local distributors typically carry an inventory of approximately 30,000 SKUs, covering most parts in circulation. 109

130 Currently, we deliver LV and CV spare parts to more than 25,000 end customers in France and the UK, including approximately 3,150 affiliated garages through both our wholly owned and affiliated distributors in France and the UK. We believe that the size of our distribution network makes our end customer portfolio well diversified, thereby minimizing credit risk. Our IT systems play a critical role in efficiently managing our supply chain and distribution systems and provide us with a significant competitive advantage against smaller players. As the IAM channel grows more complex as a result of the evolution of technical parts and increased diversity of the car parc, the ability to operate efficiently through advanced IT systems and well-developed logistic capabilities will become increasingly important in maintaining high quality services and integrating further locations. Resilient Financial Performance and Strong Cash Flow Generation Underpinned by Capex-light Business Model We have maintained strong and stable cash flow generation even during the last economic downturn, with cash flow conversion (defined as EBITDA less capital expenditures (excluding capital expenditures in relation to acquisitions), divided by EBITDA) of 85.4% for the twelve months ended September 30, 2015 and 86.8%, 86.2% and 81.9% for the years ended December 31, 2014, 2013 and 2012, respectively, due to our capex-light business model. For the twelve months ended September 30, 2015, our capital expenditures (excluding capital expenditures in relation to acquisitions) amounted to 11.7 million, or 0.9% of our net revenue, and primarily consisted of replacement expenditures related to new equipment in workshops and marketing capital expenditures related to the integration of new distributor members. Our low levels of capital expenditures (as a percentage of revenue) have allowed us to successfully pursue our focused acquisition strategy, whilst showing a continued deleveraging throughout the economic crisis with our net leverage decreasing from 5.2x in 2006 to 3.8x in 2009 and 2.7x in June 2014, prior to the indirect acquisition of approximately 70% of the Group by Blackstone. Following the acquisition of the Group, we have steadily reduced our net leverage from 4.4x as of December 31, 2014 (after giving effect to the issuance of the Additional Fixed Rate Notes) to 3.9x as of September 30, 2015 (after giving effect to the Notes and the acquisition of Coler on a pro forma basis). This trend, we believe, demonstrates our ability to successfully grow our business both organically and through value accretive acquisitions. Our performance for the nine months ended September 30, 2015 was particularly robust in what we believe was a relatively slow growth period for the markets in which we operate, with our consolidated net revenues and EBITDA having increased by 12.3% and 22.9% respectively, compared to the nine months ended September 30, 2014, reflecting an increase in our net revenues on a historical perimeter basis of 5.1% and a continued increase in our profitability, which was driven primarily by cost control measures we have implemented and improved terms agreed with our suppliers due to our increased scale. A Highly Experienced Management Team with a Proven Track Record of Growth Our businesses are managed by a highly qualified management team with many years of experience in both the independent aftermarket distributor channel and their specific areas of expertise. The long tenure of our top management, including co-founders Jean-Jacques Lafont (Group Chairman) and Alistair Brown (Vice Chief Executive Officer, Group Functions), has enabled us to build strong relationships and personal ties at all levels of the industry, from suppliers to affiliated garages. Our management team has progressively turned AAG from a French distributor into a leading European player in the independent aftermarket distributor channel, with revenue and EBITDA growth of approximately 8.4% and 8.1% CAGR, respectively, in the period between 2008 and Despite an adverse economic environment, the business demonstrated its resilience during the last economic crisis, with revenue and EBITDA remaining relatively stable during the period from 2008 to A Proven Track Record of Successful Buildups We have maintained an active acquisition policy in France and the UK with more than 50 acquisitions completed between January 1, 2000 and December 31, 2015, which has been a significant driver of growth in sales and profitability. Successive acquisitions have allowed the Group to grow from million of net revenue and 41.3 million of EBITDA in 2012 to 1,289.8 million of net revenue, 80.3 million of EBITDA and 96.0 million of Adjusted EBITDA, including the estimated EBITDA contribution and the estimated runrate effect of synergies related to the 2015 Acquisitions, for the twelve months ended September 30,

131 Historically, we have typically acquired targets with revenues ranging from 1 million to 30 million per annum. Distributors affiliated with our network constitute the bulk of our acquisitions. By consolidating smaller distributors, we not only enhance our geographic coverage but also achieve meaningful synergies, by applying our procurement terms to the acquired businesses, while leveraging additional volumes with suppliers to obtain higher rebates and generating savings on logistic and support functions. In addition to these small bolt-on acquisitions, we have also entered into larger, transformative transactions, including the acquisition of Precisium Group (formerly, the third largest trading group in France), TPA Group (formerly our largest affiliated distributor in Groupauto France), both of which we completed in 2013, and Coler (a distributor of LV spare parts in Germany), which we completed in December These larger acquisitions allow us to strengthen our market share in our existing markets, address new product and geographic markets and improve our relationships with our suppliers. Our acquisition of Coler, in particular, provides us a platform to become a meaningful player in Germany which, according to Roland Berger, constitutes the largest LV spare parts aftermarket in Europe (based on 2012 data). Our Strategies We seek to generate revenue and consolidate our market position in the independent aftermarket distributor channel in France and in the United Kingdom by offering the best value proposition and supporting our customers by providing them a range of value-added services. Further, we seek to continue to grow our market position in the German automotive aftermarket. To achieve these goals, we intend to pursue the following strategies: Continue to Strengthen Our Market Positions to Deliver More Competitive Pricing to our Distributors We intend to increase our penetration in our markets by leveraging our competitive strengths, particularly our leadership positions and our long-term value to customers and suppliers. We strive to continuously broaden our portfolio of automotive spare parts and utilize our purchasing power to obtain better pricing terms for our distributors and build customer loyalty. We believe that the quality of our service, including effective IT solutions, technical support, training, branding and monitoring tools, increases our value proposition and helps drive customer loyalty. In addition, we believe that our acquisition strategy and market fundamentals will drive growth in our market share. In addition, we also benefit from Groupauto International s size and global footprint. Groupauto International is an international automotive parts trading group comprising 30 independent national trading organizations in over 40 countries throughout Europe and Latin America. Groupauto International s main activities consist of negotiating international purchasing agreements with major parts manufacturers, developing distributor networks and marketing standards and acting as a platform for the exchange of know-how between partners. Groupauto International represents one of the largest spare part distribution networks, thus resulting in increased bargaining power vis-à-vis the suppliers. We are Groupauto International s largest shareholder and the largest individual member. We believe that our position in Groupauto International increases our ability to obtain competitive pricing terms from suppliers. Optimize Logistics Efficiency and Effectiveness of our Distribution Network We seek to optimize our distribution systems and inventory management, while constantly increasing our product portfolio. We aim to shorten delivery times while optimizing inventory levels at our national and regional warehouses to maximize efficiency. Inventory management is a key factor for our growth, for example, we store approximately 150,000 SKUs in our warehouses in France to ensure high product availability and short delivery lead times. Lastly, we believe that, by further enhancing existing software and installing new software solutions in our distribution centers, we will be able to further expedite logistics and reduce margins of error when processing orders. Create Value for Our Stakeholders through Attractively Priced Acquisitions Given the slow growth in our industry, we see bolt-on acquisitions as an integral part of our business model, as they allow us to increase volumes and negotiate better pricing terms with suppliers. Both in France and the UK, we track and manage the potential acquisition pipeline several years in advance and, following our acquisition of Coler, intend to do so in Germany as well. We benefit from meaningful synergies when carrying out acquisitions, including the improvement of purchasing loyalty to our trading groups, economies of scale that 111

132 permit us to negotiate better prices with suppliers and savings on central and supporting functions such as IT and logistics. We intend to continue our successful track record of bolt-on acquisitions based on our well-defined and disciplined approach. Our typical targets are small local distributors with the potential to be easily integrated into our business model, especially in those regions where our presence is not extensive. Our Business Model General We have historically distributed our products in France and the UK and in December 2015 we entered the German market through our acquisition of Coler, a significant provider of automotive parts and services based in Western Germany and headquartered in Münster, North Rhine-Westphalia. As of September 30, 2015, we had a total of 163 subsidiary outlets in France and 65 subsidiary outlets in the UK and a total of approximately 1,472 affiliated outlets. In Germany, Coler currently has 30 distribution outlets. We also have approximately 3,150 affiliated garages in France and the UK, which participate in an affiliate program and through which they receive enhanced service and support from us. In return our subsidiary and affiliated independent distributors are designated as their preferred distributor. Our trading group mainly derives its gross margin from (i) margin on the sale of spare parts that are stocked on our own national and regional warehouses; (ii) suppliers year-end rebates (which are passed on to owned and affiliated distributor members); (iii) referencing fees paid by suppliers on total purchases (direct and warehouses sales) and (iv) membership fees paid by members. Our distribution group mainly derives its gross margin from (i) margin on the sale of spare parts to end-customers; (ii) suppliers year-end rebates (some of which are paid by our trading group) (iii) services to end-customers and (iv) membership fees paid by affiliated garages. See Rebates and Fees for more information. The chart below shows our position in the value chain: 1 Spare parts manufacturers / suppliers Direct Shipment Warehousing Activity Central Invoicing Trading Groups warehouse sales 2 Distributors Subsidiary Distributors Affiliated Distributors 3 Final customers: Garages / hauliers / individuals / fleets Our business description below relates to our operations in France and the UK where we generated all of our revenue until December 2015, when entered the German market through our acquisition of Coler. For the nine months ended September 30, 2015, 74% of our revenue was generated by our operations in France. We have an extensive distribution network in France for our light vehicle spare parts business line, with distributors in every region of the country. Our French central management and headquarters and most of our central purchasing functions are located in Paris. Our national logistics platforms are located in Blois, Rennes and Paris and are supported by a number of smaller regional platforms located in Paris, Marseille, Bordeaux, Toulouse, Metz and Saint Herblain. 112

133 Groupauto International In addition to our leading position in France, we benefit from Groupauto International s size and global footprint. Groupauto International is an international automotive parts trading group comprising 30 independent national trading organizations in 40 countries throughout Europe and Latin America. We are the largest individual member and shareholder of Groupauto International. Groupauto International s main activities consist of negotiating year-end rebates with global parts manufacturers, developing distributor networks and marketing standards and acting as a know-how exchange platform between partners. Trading Group We provide our customers with the following services both in France and in the UK: Purchasing/Central Invoicing We group the purchases of distributor members which are part of our network. In this capacity, we (i) negotiate purchasing conditions with referenced suppliers; and (ii) we channel our distributors purchases through a central invoicing system. Depending on logistics requirements and product availability, distributors orders are placed in the two following ways: Direct orders: Distributors place orders directly with parts manufacturers and parts are shipped from the manufacturer s site directly to the distributor. Meanwhile we receive the invoice for the product ordered and in turn we reinvoice the distributor at no margin. Warehouse orders: Distributors place orders with our national or regional warehouses. We then deliver the parts to the distributors, invoicing them at a margin. Distributors benefit from our competitive pricing terms with suppliers as well as additional services described below. Suppliers benefit as (i) we bear the credit risk of our distributor members purchases, (ii) the administrative burden of dealing directly with a multitude of small distributors is eliminated, and (iii) we promote suppliers brands to our distributors. We charge all referenced suppliers a management fee for these services. See Rebates and Fees. National and Regional Logistics Platforms In recent years, the number of part references has grown significantly as a result of the growing diversification and ageing of the car parc, making it increasingly difficult for distributors to hold the stock required to meet all orders for immediate delivery. In addition, certain suppliers have elected to reduce their national logistics capabilities. This has taken place at a time when customers delivery and availability expectations have been increasing. In order to address these trends, we developed national and regional logistics platforms carrying approximately 150,000 SKUs in France. Distributors purchase their parts on stock order on a next-day basis from our national platforms and on a rush, or same day basis, from our regional platforms. Purchases made through these platforms are invoiced through the central invoicing system. Distribution Distributors stock, sell and deliver spare parts to independent garages in their local catchment area. There are two types of distributors within our network: (i) subsidiaries which are owned by us and are fully integrated within our business structure and compose our distribution group, and (ii) affiliates which are independent distributors using our trading group to source their parts as well as a number of marketing, IT, legal and technical services provided by us. Our distribution network benefit from a widespread presence throughout France and the UK, enabling us to efficiently deliver spare parts for light and commercial vehicles as well as garage equipment to independent repairers within two hours of an order being placed in France and 45 minutes in the UK. 113

134 Rebates and Fees Our scale enables both our trading group and our distribution group to obtain various rebates and fees at all levels of the value chain: Individual Rebates: These are negotiated by our trading group with suppliers. These rebates are fully passed on to distributors (whether subsidiaries or affiliate) who place direct or indirect orders with our trading group (see Trading Purchasing/Central Invoicing ). Individual rebates are based on purchasing volumes generated by each individual distributor with any specific supplier. Group Rebates: These are only present in France, and are negotiated by our trading group with suppliers, and are similar to Individual Rebates, but instead are based on the consolidated purchasing volumes generated by AAG (sell-out volume) with any specific supplier. International Referencing Fees ( IRF ): These fees are paid by suppliers in order to gain access to the Groupauto International network. These fees are collected by Groupauto International which passes them on to our trading group members. IRF are not passed through to distributors but are used in part to fund discounts paid by our trading group to certain distributors. Management Fees: These are paid by suppliers at a national level in order to be referenced by our trading group and benefit from some or all of the services offered by it. In the UK, suppliers pay an additional marketing fee which is used for distributors marketing initiatives. Trading Group Bonus: This is a bonus paid by our trading group to distributors, both to our subsidiaries and affiliates, as a reward for their volume purchases. It is based on the total yearly purchases of any given distributor with suppliers (taken collectively) referenced by our trading group. Commitment Fees: These are negotiated by our distribution group with suppliers in return for a quasi- exclusivity status with our wholly owned distribution subsidiaries. Distributors grant rebates to their own customers according to local programs agreed between distributors and their customers and based on the volumes purchased by each customer. This type of program is rare in the UK. Geographic Presence and Activity French Trading Group Our French trading group includes a total of 968 outlets as of September 30, The network comprises distributors (either subsidiaries or affiliates) that deal with light or commercial vehicle parts distribution, or both. The French trading group business consisted of 18 platforms as of September 30, 2015 serving our distributor members. Three national platforms, one specialized in commercial vehicles parts and workshop equipment (located in Rennes) which carries approximately 15,000 SKUs and two specialized in light vehicle parts and tools (located in Blois and Paris) which each carries approximately 70,000 SKUs. These three platforms exclusively supply distributors that are members of our network, and also provide them with additional services. Each platform supplies distributors on a next day basis ensuring high product availability. Twelve regional platforms of which nine are owned. These regional platforms offer their services not only to our trading group s distributor members but also to external distributors that are not part of our network (including OES dealers or concessions). Each carries approximately 50,000 SKUs and can supply distributors on a same day basis. Two technical platforms (one wholly owned and one partnership) located in Le Mans and Tours, which offer full-service solutions to distributors seeking parts for sophisticated applications in commercial vehicle repair or diesel engine management. In addition to carrying out full range 114

135 inventories, those platforms provide technical training to distributors staff and operate technical hot line centers. A new wholly owned platform dedicated to body parts located close to Paris, which we believe will allow us to develop our business on the collision repair market. French Distribution Group Our French distribution group comprises 163 subsidiary outlets as of September 30, As a result of successive acquisitions, we believe that our wholly owned distributors currently cover approximately half of the French territory. Most of these distributors offer both light vehicle and commercial vehicle parts and services. They also sell garage equipment and in some cases industrial products. In addition, the majority of our wholly owned distributors operate integrated technical workshops, offering customers a convenient solution to outsource job repairs that they are sometimes not either equipped or trained for. The distribution business addresses a local client base as customers usually require deliveries to be made within two hours for light vehicle spare parts, as garages usually need to receive the parts and perform the repair job within a day. Distributors carry around approximately 30,000 SKUs in their inventories (up to 50,000 for larger distributors) covering most fast moving parts. With the help of our national and regional platforms, the distributors have access to approximately 150,000 SKUs in less than 24 hours covering most cars in circulation in France. UK Trading Group In the UK, we operate through the Groupauto UK and UAN trading groups. Groupauto UK operates a national logistics platform. Overall, including affiliated distributors, our network in the UK had a total of 732 sites representing a total of 667 outlets for affiliates, compared to 65 subsidiary outlets, each as of September 30, Until 2011, supply was only carried out by direct delivery from the supplier to the distributor as we had no warehousing activity. A national logistics platform was established in 2011 and volumes are still in the buildup phase. As the national platform ramps up, we are shifting from a direct sales model to a model similar to the model present in France. We believe that this progressive shift towards warehouse distribution will enable us to grow margin in the UK trading group business. UK Distribution Group Our distribution group in the UK performs through 65 outlets as of September 30, The major part of our UK market coverage is therefore provided through a network of affiliated distributors. In the UK, distributors are specialized in either light vehicle spare parts or commercial vehicle spare parts. Distributors are generally smaller and cover a more limited geographic area than France, since customers require delivery within a significantly shorter time frame of around 45 minutes. Our distribution activity has been developing in the UK through small bolt-on acquisitions. The UK market is highly fragmented at distributor level and we believe we are well positioned to take advantage of acquisition opportunities to enlarge our subsidiary network in the coming years. Products We operate in the independent aftermarket distributor channel in France, the UK and Germany. We distribute components which are essential for the operation of passenger cars and commercial vehicles. Our product portfolio includes a broad range of parts which are used in automotive and commercial vehicles, including, among other: braking systems, steering and suspension parts, heating and cooling systems, lubricants and electrical products. Other products range from body products such as headlights and bumpers to body panels and engine repair products. 115

136 The charts below show our total sales breakdown, as well as our sales breakdown of LV products in The information contained in these charts does not reflect changes to our business since We believe we offer a broad range of products in our portfolio, which is one of our main competitive advantages. We continuously seek to expand our product range in order to reflect the latest developments of the vehicles in circulation in France and the UK. Our product portfolio includes spare parts for new vehicle models as well as products for older vehicles. We aim to optimize our product portfolio to address the needs of all vehicles in circulation, while also managing our inventory at efficient levels. Customers and Network Promotion Operating under several brands, we provide our members (both subsidiaries and affiliates) with purchasing, marketing, logistics and technical support tailored to their specific needs. In addition, our network members, both distributors and repairers, are provided with an array of services enabling them to manage their business and cater to customers as efficiently as possible, including business optimizing solutions such as stock and order management tools, tailor-made IT and cost-control solutions. We also offer training courses, enabling our members and their repairer customers to stay abreast of product and technical developments. These services are present both at distributor and repairer level. Distributor Level: We have developed distributor brands in France and in the UK and a large range of services for professionals to secure the loyalty of our trading group members. Different brands are aimed at different categories of distributors, whose needs may vary as a function of their size, their product offering, or their customer orientation. Loyalty constitutes a key factor of success for the Group and this loyalty is reinforced by the provision of services critical to distributors. Repairer Level: End-customer loyalty of car repairers is secured through several garage brands in France and the UK.. The independent aftermarket is characterized by the relatively high level of loyalty car repairers show towards their distributor. However, independent garages will receive products and services from a number of competing distributors and will favor those distributors that offer a better combination of price, availability and speed of service. In addition, in many cases a garage develops personal ties with its local distributors. Garages operating under any one of our brands benefit from increased visibility and are able to provide top quality services due to their being part of a large scale, national network. On average, we estimate purchases by an affiliated garage with its distributor are about three times higher than for a non-affiliated garage. We estimate that we serve over 25,000 customers, ranging from independent light vehicle garages to auto- centers/fast-fitters and car dealers and as such have no material exposure to any specific customer. 116

137 Supply and Procurement Our distribution system is organized around central purchasing departments. For warehouse orders, we buy aftermarket spare parts and, equipment and tools from our suppliers, which are then sold to our distribution network from our national and regional platforms. In case of direct orders, distributors place orders directly with parts manufacturers and parts are shipped directly from the manufacturer s site to the distributor. We then reinvoice the distributor at no margin. Our central purchasing departments implement our procurement policy and negotiate prices for millions of SKUs from approximately 470 suppliers in France and the UK. We have a joint committee that manages our relationship with suppliers at group level. We negotiate prices and rebates with suppliers annually on behalf of our members, and we track market prices continuously for each product category. We use our central purchasing system to monitor customer purchases across our network and quickly change our product portfolio in order to meet customer demand and optimize inventory. At our trading group level, transport from the national and regional platforms to the distributor is outsourced to external haulers. For the delivery from the distributor to the end customer (independent garages, repair centers), transport is generally performed by distributor-owned vans. Contracts with our suppliers are typically entered into for a one-year term, without automatic renewal, and may include supply specifications regarding the lead time, the frequency of deliveries and packaging, and the achievement by suppliers of certain performance targets. These targets are continuously monitored to ensure that our inventory is managed effectively and to improve customer service. Bonuses or penalties may apply on a case- by-case basis, depending on whether targets are achieved or not. Inventory levels in the distribution business are monitored by applying calculation procedures which may take into account, among other things, current inventory levels and past analysis of customer demand. For the twelve months ended September 30, 2015, our top 10 suppliers accounted for approximately 31% of our purchases. Our largest supplier in France, Bosch, accounted for 6.6% of our purchases and our second-largest supplier, Valeo, accounted for 4.0% of our purchases. Logistics In France, we operated 15 national and regional platforms, as of September 30, 2015, to allow both our distribution group and affiliated independent distributors to respond to customer expectations in terms of product availability and timely delivery. Our national platforms carry approximately 150,000 SKUs, with 50,000 SKUs carried at the regional platform level. Our national platforms are located in Rennes, Blois and Paris. Our regional platforms are located in Paris, Marseille, Bordeaux, Toulouse, Metz, Nantes, Saint-Ouenl Aumône, Lille, Lyon and Saint Herblain. Shipment of products from our warehouses to our distribution network is carried out through independent carriers. The logistics department has the following primary responsibilities: Inbound logistics: Accepting incoming products from suppliers and monitoring compliance with the supply specifications negotiated by our supply chain department. Stocking: Determining the shelf space to be allocated to each product, and the shelf placement in accordance with turnover indices and product size. The proper placement of products is crucial to optimize the available space in each of our distribution centers and owned distributors. Picking, packing and outbound logistics: The space management practices in our national warehouses carried out by our logistics department allows us to maximize efficiency in locating and retrieving products from the shelves and assembling orders of outgoing products. Shipping: Organizing and monitoring transportation. 117

138 Information Technology Our IT departments in France and in the UK play an important role in our operations, since we rely on it to manage our sales, procurement, inventory management, logistics and internal control processes. In France, our IT department relies on centralized information systems consolidated in a central data warehouse. Our distribution business is conducted through mainly two ERP s developed and continuously customized by editors specialized in our business. Our internal accounting and control processes are managed through generic accounting and reporting software. Our national platforms operate under stand-alone warehouse management systems and our human resources are managed through dedicated software. All requested data are made available to management by a centralized business intelligence software and data warehouse. Intellectual Property We use a variety of trade names, service marks and trademarks in our business. We rely on a combination of copyright, trademark and patent laws to establish and protect our intellectual property rights. We are not currently engaged in any material intellectual property litigation, nor do we know of any material intellectual property claims outstanding. Competition We face numerous sources of competition in the highly fragmented French and UK spare parts aftermarket in which we operate. See Industry. Our main competitors are car dealers. Although the overall number of competitors has decreased due to ongoing industry consolidation, the IAM channel remains very competitive. Customers select spare parts suppliers based on a number of factors, including product range and product availability, service level, price and additional value-added services. Environment, Health and Safety Although we do not manufacture the products we distribute, the storage of spare parts subjects our facilities and operations to environmental and occupational health and safety laws and regulations in each of the jurisdictions in which we operate. These laws govern, among other things, the discharge of pollutants, the use, storage and disposal of hazardous substances and waste, and the clean-up of contaminated properties. Violations of environmental laws, applicable authorizations or permits can result in significant fines or civil or criminal sanctions. In addition, the discovery of contamination at our facilities could require us to incur substantial cleanup costs. Environmental authorizations or permits required for some of our operations may be reviewed, modified or revoked by the issuing authorities. We believe that we are in material compliance with the environmental laws applicable to our business. Our environmental and occupational health and safety costs have not significantly affected our results of operations or financial position during the previous twelve months. Employees As of September 30, 2015, we employed 3,889 employees (including trainees and full time equivalent staff (FTEs)) in France and the United Kingdom, 96% of which were under fixed contracts and 4% were under seasonal contracts. The following table provides an approximate breakdown of our number of employees by business channel as of September 30, 2015: Contracts Fixed Seasonal Total France... 2, ,010 United Kingdom Total... 3, ,

139 As of December 31, 2015, we employed 686 FTEs in Germany. A number of our employees belong to the labor unions. Elections for the employee representative representing unionized employees take place from time to time. There have been no material work stoppages in the last five years. Insurance We maintain insurance coverage of the type and in amounts that we believe is commercially reasonable and that is available to similar businesses in our industry. We also maintain coverage for material damages over the assets of the Company, environmental, business interruption and other forms of insurance coverage typical to businesses in this industry. All of our policies are underwritten with reputable insurance providers, and we conduct yearly reviews of our insurance coverage with our broker and our insurance providers. Legal Proceedings We have been and are involved in disputes and litigation related to our business, such as employee claims, disputes with our suppliers, disputes with our lessors at the renewal of our commercial leases and intellectual property disputes. For example, Homaco, a subsidiary of the Group, was involved as defendant in five different legal proceedings with Doyen Auto for a total amount of approximately 4.9 million, which Homaco settled for an aggregate amount of 2.1 on December 17, We make provisions for these and other disputes and litigation based on our past experience in the ordinary course of business. However, the result of any pending disputes or litigation cannot be predicted with any certainty. 119

140 REGULATION We operate in numerous countries and we are subject to a wide variety of laws and regulations. Some of the most pertinent to the business sector in which we operate are laws and regulations which pertain to the automotive sector and car inspections. The paragraphs below briefly describe some of such laws and regulations (with a focus on EU laws and regulations). This section does not purport to be a comprehensive description of all laws and regulations to which we are subject and that may be relevant to a decision to purchase the Notes. The automotive sector in the European Union is currently regulated by Regulation (EU) No. 461/2010 (the New BER ), which replaced Regulation (EC) No. 1400/2002 (the BER 2002 ) on 1 June The New BER aims, inter alia, at ensuring fair competition in the after markets for distribution of spare parts for motor vehicles and provision of repair and maintenance services. The European Commission s view is that certain specific characteristics of these markets call for the application of specific rules in addition to general competition law provisions applying to distribution agreements. The New BER thus provides for a general exemption under Article 101(3) of the Treaty on the functioning of the European Union ( TFEU ) of vertical agreements relating to the purchase, sale or resale of spare parts for motor vehicles and the provision of repair and maintenance services provided that: (i) (ii) they meet all the requirements of the General Vertical Block Exemption Regulation (Commission Regulation (EU) No 330/2010 of 20 April 2010 on the application of Article 101(3) of the Treaty on the Functioning of the European Union to categories of vertical agreements and concerted practices), which lay down the conditions that must be satisfied by a vertical agreement to be regarded as falling out of the scope of application of Article 101(1) TFEU; and they satisfy the stricter conditions of the New BER, i.e. they shall not contain any of the hard core restrictions provided by Article 5 of this Regulation. Article 5 of the New BER indeed expressly prohibits (i) restrictions on the sale of spare parts by members of a selective distribution system to independent repairers which use those spare parts for the repair and maintenance of a motor vehicle, (ii) restrictions, agreed between a supplier of spare parts and a manufacturer of motor vehicles, that limit the ability of a spare parts supplier to sell such goods to authorized or independent distributors, or independent repairers or end users, and (iii) restrictions agreed with a manufacturer of motor vehicles that limit the possibility for a supplier of components for the initial assembly of a motor vehicle to attach its trademark or logo to such components or spare parts. More specifically, it stems from the above that: manufacturers of original and matching quality spare parts competing with those branded by motor vehicle manufacturers must have full access to the motor vehicle after market, so as to ensure that competing brands of spare parts continue to be available to both independent and authorized repairers, as well as to spare parts wholesalers; no restrictions may be imposed on the business of independent repairers by way of a selective distribution system under which a supplier of spare parts is obliged to sell its goods or services under a contract only to selected distributors on the basis of specific criteria and by committing to not sell such goods or services to non-authorized resellers; no direct or indirect limitations may be imposed on any supplier of spare parts to freely sell such goods to independent or authorized distributors or repairers or end users; and no restrictions may be imposed on suppliers of components for the initial assembly of vehicles to attach their trademarks or logos on such components or spare parts; The foregoing provisions aim essentially to foster access to the repair and maintenance services marketed by repairers and facilitate the identification of compatible spare parts of alternative suppliers, thereby 120

141 fostering the competition between such articles (known as matching quality parts) and those bearing the manufacturer s trademark. The European Commission has furnished further clarification regarding the application and interpretation of the New BER by releasing the notice No. 2010/C 138/05 (European Commission s Supplementary Guidelines on Vertical Restraints in Agreements for the Sale and Repair of Vehicles and for the Distribution of Replacement Parts for Vehicles). The European Commission thereby clarified that the scope of the prohibition includes: (i) agreements in which one of the parties acts in such a way as to prevent independent operators from accessing the aftermarket, for example by denying them access to the technical information required to provide customers with maintenance and repair services in effective competition with authorized repairers and distributors, and (ii) agreements in which the supplier and members of the supplier s authorized network explicitly or implicitly restrict repairs of certain categories of vehicles to members of the authorized network. It is therefore prohibited for the manufacturer s warranty to be subject to the condition that post-sales assistance and maintenance service be provided exclusively within the authorized repair network or by using spare parts bearing the manufacturer s trade mark. As further specified by the European Commission, the New BER also aims to ensure access to postsales assistance services marketed by manufacturers of spare parts competing with those bearing the manufacturer s trade mark. The European Commission emphasizes that the availability of such spare parts entails significant advantages for consumers in consideration of the considerable price differences normally seen between products sold by the manufacturer and alternative brands. In particular, the following may be employed as substitutes for spare parts bearing the manufacturer s trade mark: (i) original parts manufactured and distributed by original equipment suppliers, and (ii) replacement parts of matching quality to the original components. In the same notice, the European Commission specifies that in order to be considered to be of matching quality, spare parts must be of a sufficiently high quality that their use does not endanger the reputation of the authorized network that employs them. The European Commission places the burden of proving that a part does not satisfy the requirements for being considered of matching quality on the vehicle manufacturer. Inspection European car inspections are currently regulated by the Directive of the European Parliament and the Council of Europe dated as of May 6, 2009 (Directive 2009/40/EC), as amended in 2010 (Directive 2010/48/EU), providing for periodic technical inspections of each vehicle matriculated in a member state of the European Union. With regard to passenger cars with fewer than eight seats (excluding the driver s seat) and commercial vehicles permitted to operate up to 3.5 tons, Annex 1 of Directive 2009/40/EC requires inspections to be made (i) four years after the first utilization- and (ii) every two years thereafter. With regard to passenger cars with more than eight seats (excluding the driver s seat), commercial vehicles authorized to carry more than 3.5 tons, taxis and ambulances, such controls must be performed within one year from the first utilization and, every year thereafter. 121

142 MANAGEMENT The Issuer The Issuer is a public limited company organized under the laws of England and Wales. Its board of directors, as of the date of these listing particulars, comprises the same members as the board of directors of AAG set forth below. The address for each of the directors of the Issuer is at 90 Chancery Lane, London, WC2A 1EU. AAG AAG is a société par actions simplifiée incorporated under the laws of the Republic of France. AAG is currently managed by a president (président) and a general manager (directeur général) who have the power to manage the Company, including to legally represent the Company in its dealings with third parties. AAG also has a board of directors. President The following is biographical information for the president of AAG: Denis André: Denis André is the current President of Alliance Automotive Group and has also been its Chief Financial Officer since September Previous experience includes positions as CFO in the retail industry, including Nocibé (between 2012 and 2014), Carrefour Property (between 2008 and 2012), as well as various finance and controlling positions at General Electric between 2003 and Mr. André started his career as an auditor at PricewaterhouseCoopers from 1997 until Mr. André graduated from HEC Business School (Ecole des Hautes Etudes Commerciales, France) in 1996 with a specialization in Finance. The business address for the president of AAG is: 59, Avenue Victor Hugo, Paris, France. General manager The following is biographical information for the general manager of AAG: Franck Lorinet: Franck Lorinet is the current General Manager of Alliance Automotive Group and has also been its Vice President of Development and Legal Affairs since September 2014, in charge of the acquisition strategy and subsequent integration with the Group, as well as managing the Group s legal affairs. He also served as the president at AAG and the general manager at Alliance Automotive France from 2013 until December 2015 and served as the Group s Chief Financial Officer from 1996 until September Previous experience includes positions in finance and consulting (Cables Pirelli (now Prysmian), Arthur Andersen). Mr. Lorinet is a mechanical engineer (Ecole Nationale Supérieure de Mécanique et des Microtechniques, France) and graduated from the Ecole Supérieure des Sciences Economiques et Commerciales (ESSEC), France. France. The business address for the general manager of AAG is: 59, Avenue Victor Hugo, Paris, Board of Directors As of the date of these listing particulars, the board of directors of AAG is composed of four members. All current members of the board of directors were appointed for a five-year term except for Jean-Jacques Lafont and Alistair Brown whose term of office has an unlimited duration. The following table sets forth the names, age, titles and other roles of the members of the board of directors of AAG as of the date of these listing particulars: Name Age Title Jean-Jacques Lafont Chairman Alistair Brown Director Lionel Yves Assant Director Raphaël de Botton Director 122

143 The business address for the members of the board of directors and senior management team of AAG is: 59, Avenue Victor Hugo, Paris, France. AAG: The following is biographical information for each of the current members of the board of directors of Jean-Jacques Lafont: Mr. Lafont is a co-founder (1989) and has been Chairman of the Board at Alliance Automotive Group since Prior to founding the group, Mr. Lafont held positions in industrial business (Hewlett Packard). Mr. Lafont holds a MBA in finance & international business from the University of Chicago and graduated from the Ecole Polytechnique of Brussels. Alistair Brown: Mr. Brown is a co-founder (1989) and Vice Chief Executive Officer, Group Functions. He has been a director at Alliance Automotive Group (France) since 2006 and has been a director of Alliance Automotive UK since Previously, Mr. Brown held positions in industrial business and consulting (Morningside, Boston Consulting Group). Mr. Brown holds a MBA from IMD, Lausanne, Switzerland. He has a LLM degree from Harvard Law School, USA and a LLB degree from Auckland University Law School, New Zealand. Lionel Yves Assant: Mr. Assant is Senior Managing Director and European Head of Private Equity for Blackstone, based in London. Since joining Blackstone in 2003, Mr. Assant has been involved in various European investments and investment opportunities. Before joining Blackstone, Mr. Assant worked for seven years at Goldman Sachs in the Mergers & Acquisitions, Asset Management and Private Equity divisions. Mr. Assant graduated from the Ecole Polytechnique with a Master s degree in Economics. He serves as a Director of Tangerine, Armacell and Intertrust. Mr. Assant served on the boards of Gerresheimer and Mivisa. He is also a Trustee of Impetus-PEF, a charitable foundation which provides resources to improve the lives of children and young people living in poverty. Raphaël de Botton: Mr. de Botton is a Managing Director in the Corporate Private Equity group of Blackstone, based in London. Since joining Blackstone in 2006, Mr. de Botton has been involved in Blackstone s investments in Ideal Shopping Direct, Tangerine, TDC, Tragus and Versace. Before joining Blackstone, Mr. de Botton worked at Lazard in the Mergers and Acquisition division, in New York. Mr. de Botton graduated from ESSEC Business School with a Master s degree in Finance and from the French National Institute of Telecommunications with a Master s of Science. Mr. de Botton serves as a director of Ideal Shopping Direct and Tangerine. Senior Management The following table sets forth the names, ages and titles of the members of the senior management of AAG as of the date of these listing particulars: Name Age Title Franck Lorinet General Manager and Vice President of Development and Legal Affairs Jean Jacques Lafont Co-Founder and Chairman Alistair Brown Co-Founder and Vice Chief Executive Officer, Group Functions Denis André President/Chief Financial Officer Olivier Lambotte Strategy Director and Special Projects Eric Girot Co-general Manager France Trading Group Franck Baduel Co-general Manager France Distribution Steve Richardson Co-general Manager UK Trading Group Angelo Arnone Co-general Manager UK Distribution Fabian Roberg General Manager Germany The following is the biographical information of the current members of the senior management team of AAG not already described: Olivier Lambotte: Mr. Lambotte has been a strategy director at Alliance Automotive Group since Previously, Mr. Lambotte held positions in industrial business and consulting (Hewlett Packard, Praxair, Boston 123

144 Consulting Group). Mr. Lambotte graduated from Solvay Business School, Brussels. He holds a MBA from INSEAD, Fontainebleau, France. Eric Girot: Mr. Girot joined Alliance Automotive Group in 2005 and has been a Co-general Manager France Trading Group at Alliance Automotive Group since Previously, Mr. Girot held positions in industrial business (15-year experience at Valeo as Director of Purchases, Marketing, Area Manager of Asia). Mr. Girot is a mechanical engineer (ESTACA, France) and graduated from IAE in economy and management (France). Franck Baduel: Mr. Baduel joined Alliance Automotive Group in 1999 and has been Co-general Manager France Distribution at Alliance Automotive Group since Previously, Mr. Baduel held positions in consulting (Arthur Andersen). Mr. Baduel is a chartered accountant and holds a master degree in economics and law. Steve Richardson: Mr. Richardson joined Alliance Automotive Group in November 2015 as the Cogeneral Manager of UK Trading Group. Previously, Mr. Richardson held multiple positions in the automotive industry (twelve years of experience at General Motors in the Strategic Business Development and Venture Capital units as well as seven years of experience at Denso Europe as a Sales Director of the European Aftermarket). Mr. Richardson graduated from Oldham College with a degree in Performing Arts. Angelo Arnone: Mr. Arnone is the Co-general Manager of UK Distribution. He has been in this role since Previously, Mr. Arnone held positions of Managing Director of Hydrair Truck and Trailer Parts Limited a company acquired by the Alliance group in Mr. Arnone studied at Burnley College. Fabian Roberg: Mr. Roberg joined Alliance Automotive Group in 2015 as General Manager of our German operations. Previously, Mr. Roberg founded Coler GmbH & Co. KG in 1993 and served as Coler s Chief Executive Officer since then. Mr. Roberg graduated in 1991 with a Diploma in Business Administration from the University of Cologne. Board Practices According to our bylaws, our Board of Directors consists of four board members. The term of office is five years as from their appointment, except for Jean-Jacques Lafont and Alistair Brown whose term of office has an unlimited duration. The directors may be appointed and removed by the shareholders at the General Shareholder s Meeting. Director and Executive Compensation For the year ended December 31, 2015, the Company paid its senior executive team aggregate remuneration and benefits of 2.4 million. Management Incentive Plan The Group has a management incentive plan in place. Certain senior executives are covered by this management incentive plan, and have an equity participation in the Group entitling them to certain payments subject to the satisfaction of certain conditions. 124

145 PRINCIPAL SHAREHOLDER As of the date of these listing particulars, Blackstone indirectly owns approximately 70% of Alliance Automotive Investment, while the remaining 30% is mainly and indirectly held by the Founders and certain members of management of AAG. Blackstone (NYSE: BX) is one of the world s leading investment firms. Blackstone s alternative asset management businesses include investment vehicles focused on private equity, real estate, public debt and equity, non-investment grade credit, real assets and secondary funds, all on a global basis. Through its different investment businesses, as of December 31, 2015, Blackstone had total assets under management of over $330 billion. This is comprised of $94.3 billion in private equity funds, $93.9 billion in real estate funds, $69.1 billion in hedge fund solutions, and $79.1 billion in credit businesses. Blackstone has a strong track record in owning leading companies in the automotive sector, as evidence by its current investments in Gates, as well as its past investments in TRW Automotive Holdings Corp. and American Axle & Manufacturing Inc. The Shareholders Agreement Blackstone, the Founders and Manalliance S.à r.l., among others, are parties to a shareholders agreement (the Shareholders Agreement ). The Shareholders Agreement governs the relationship between Blackstone, the Founders and certain members of management with respect to their interests, direct or indirect, in Alize LuxCo 1 S.à r.l. (which indirectly holds 100% of the Parent s shares) and its subsidiaries (including AAG). The Shareholders Agreement provides for governance rights, in particular, at the level of the Parent, Alliance Automotive Investment, Alize Topco Limited and AAG. All significant actions to be taken, in particular, at the level of Alize Topco Limited will require a qualified vote (i.e. it requires the approval of at least a director designated by Blackstone and the vote of a director designated by the Founders). Following a lock-up period of two years from December 1, 2014 (or a lock-up period of six months triggered from the completion of any acquisition which results in an increase of 15% or more in the EBITDA of the Group) (the Lock-Up Period ), Blackstone may initiate a sale of Alize LuxCo 1 S.à r.l. Following the Lock-Up Period, and from December 1, 2019, the Founders may also initiate a sale of Alize LuxCo 1 S.à r.l. Following the Lock- Up Period, Blackstone will also be entitled to cause an initial public offering of any company of the Group, with the other parties being entitled to participate in such an initial public offering. The Shareholders Agreement contains other customary provisions regarding confidentiality, tax matters, indemnity, information inputs and cooperation. 125

146 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS Key Managers Certain key managers of AAG, as indirect shareholders of AAG, received a portion of the proceeds paid in connection with the Acquisition. Transaction and Monitoring Fee Agreements An affiliate of Blackstone and the Founders are parties to a transaction fee agreement with the Parent in connection with the Acquisition and on-going monitoring services on customary terms. Other transaction fee agreement may be entered into in connection with any significant future acquisition transactions. Management Investment A number of group managers invested in Manalliance S.à r.l. and are therefore indirect minority shareholders of Alize LuxCo 1 S.à r.l. Intercompany Transactions In the course of our ordinary business activities, we regularly enter into agreements with companies within the Group. These agreements mainly relate to the rendering of intra-group services, such as the provision of software and information technology, treasury, controlling, marketing and other services. 126

147 DESCRIPTION OF CERTAIN FINANCING ARRANGEMENTS The following is a summary of the material terms of our principal financing arrangements after giving effect to the Offering. The following summaries do not purport to describe all of the applicable terms and conditions of such arrangements and are qualified in their entirety by reference to the actual agreements. We recommend you refer to the actual agreements for further details, copies of which are available upon request. Floating Rate Notes Overview On November 19, 2014, the Issuer issued 100 million in aggregate principal amount of Floating Rate Senior Secured Notes due 2021 (the Floating Rate Notes ) under the Indenture, which remain outstanding as of the date of these listing particulars. The Floating Rate Notes mature on December 1, The proceeds from the issuance and sale of the Floating Rate Notes were used in connection with the Acquisition. The Floating Rate Notes are subject to the provisions of the Intercreditor Agreement. Interest Rate The Floating Rate Notes accrue interest at a rate per annum equal to EURIBOR plus 550 basis points, as determined by the Calculation Agent. Interest on the Floating Rate Notes is payable in cash quarterly in arrears on each March 1, June 1, September 1 and December 1. Interest on the Floating Rate Notes is currently accruing from December 1, Prepayments and Redemptions The Floating Rate Notes may be redeemed in whole or in part on or after November 19, 2015, at established redemption prices plus accrued and unpaid interest to the redemption date. Prior to November 19, 2015, the Floating Rate Notes may be redeemed in whole or in part, at the Issuer s option, at a price equal to 100% of the principal amount of the Floating Rate Notes to be redeemed plus a make-whole premium as of, and accrued and unpaid interest and additional amounts, if any, to the redemption date. In the event of certain developments affecting taxation or certain other circumstances, the Floating Rate Notes may also be redeemed in whole, but not in part, at any time, at a redemption price of 100% of the principal amount of the Floating Rate Notes plus accrued and unpaid interest and additional amounts, if any, to the date of redemption. Upon the occurrence of certain events defined as constituting a Change of Control (as such term is defined in the Indenture), the Issuer is required to offer to repurchase the Floating Rate Notes at 101% of the principal amount of the Floating Rate Notes, plus accrued and unpaid interest to the date of purchase. Guarantees The Issuer s obligations under the Floating Rate Notes are guaranteed on a senior secured basis by the Guarantors. Security The Floating Rate Notes are secured on a first-ranking basis on the Notes Collateral, subject to the operation of the Agreed Security Principles, certain perfection requirements and any Permitted Liens. Certain Covenants and Events of Default The Indenture contains a number of covenants which, among other things, restrict, subject to certain exceptions, our ability to: 127

148 incur or guarantee additional indebtedness and issue certain preferred stock; pay dividends or make other distributions or purchase or redeem our stock; make investments or other restricted payments; transfer or sell assets; engage in certain transactions with affiliates; create liens on assets to secure indebtedness; impair the security interests for the benefit of the holders of the Floating Rate Notes; and merge or consolidate with other entities. Each of these covenants is subject to significant exceptions and qualifications. In addition, the Indenture imposes certain requirements as to future subsidiary guarantors. The Indenture also contains certain customary events of default. Governing Law The Floating Rate Notes and the Indenture are governed by New York law. Revolving Credit Facility Overview and Structure In connection with the issuance of the Original Notes, Parent, Alliance Automotive Investment and the Issuer entered into a new 50.0 million super senior revolving credit facility agreement on November 6, 2014 (the Signing Date ) (as amended and/or restated from time to time, the Revolving Credit Facility Agreement ) with, among others, The Royal Bank of Scotland plc as agent and security agent, and Credit Suisse International, Royal Bank of Scotland plc and UBS Limited as arrangers. The facility made available under the Revolving Credit Facility Agreement (the Revolving Credit Facility ) may be utilized by any current or future borrower thereunder in euros, pounds sterling, U.S. Dollars or any other currency which is readily available and freely convertible into euro and which has been approved by all the Lenders having a commitment under the Revolving Credit Facility, by the drawing of cash advances, the issuance of letters of credit and/or the establishment of ancillary facilities. The Revolving Credit Facility may be used for (directly or indirectly) financing or refinancing the general corporate purposes and/or working capital requirements of the Group. In addition, Alliance Automotive Investment may elect to request additional facilities, either as new facilities or additional tranches of the Revolving Credit Facility or to issue bonds or notes (each an Additional Facility ). Alliance Automotive Investment and the lenders providing an Additional Facility may agree to certain terms applicable to such Additional Facility, including the margin, the termination date and the availability period (where relevant, subject to parameters as set out in the Revolving Credit Facility Agreement). The Revolving Credit Facility may be utilized until the date falling one month prior to the termination date of the Revolving Credit Facility. The original borrower under the Revolving Credit Facility is Alliance Automotive Investment. Interest and Fees Loans under the Revolving Credit Facility Agreement will initially bear interest at rates per annum equal to EURIBOR, for loans denominated in euro, or for loans denominated in a currency other than euro, LIBOR plus a margin of 3.75% per annum (which shall be subject to reduction in accordance with a ratchet linked to the Consolidated Secured Debt Ratio). The margin applicable to an Additional Facility will be agreed 128

149 between Alliance Automotive Investment and the lenders of that Additional Facility (subject to certain parameters set out in the Revolving Credit Facility Agreement). A commitment fee is payable on the aggregate undrawn and uncancelled amount of the Revolving Credit Facility from the Completion Date to the end of the availability period for the Revolving Credit Facility at a rate of 35% of the margin applicable to the Revolving Credit Facility from time to time. The commitment fee is payable quarterly in arrear during the relevant part of the availability period, on the last date of availability of the Revolving Credit Facility and on the date the Revolving Credit Facility is cancelled in full or on the date on which a lender cancels its commitment thereunder. Default interest is calculated as an additional 1% on the overdue amount. Alliance Automotive Investment is also required to pay customary agency fees to the facility agent and the security agent in connection with the Revolving Credit Facility. Repayments Each advance will be repaid on the last day of the interest period relating thereto, subject to a netting mechanism applicable to amounts being drawn on the same date. All outstanding amounts under the Revolving Credit Facility will be repaid on the date falling 72 months after the Completion Date. The termination date for a facility under an additional facility commitment is the date agreed between the Issuer and the relevant lenders, provided that it shall be no earlier than the maturity date for the Revolving Credit Facility. Amounts repaid by the borrowers in respect of loans made under the Revolving Credit Facility may be re-borrowed during the availability period for that facility, subject to certain conditions. Voluntary Prepayment and Mandatory Prepayment The Revolving Credit Facility Agreement allows for voluntary prepayments (subject to minimum amounts). The Revolving Credit Facility Agreement also permits each lender to require the mandatory prepayment of all amounts due to that lender under the Revolving Credit Facility Agreement upon a Change of Control. The Revolving Credit Facility Agreement also requires Alliance Automotive Investment to make an offer to prepay the Revolving Credit Facility with the net cash proceeds received by the Group from certain disposals of assets, to the extent that such net cash proceeds exceed certain agreed thresholds and have not been applied for other permitted purposes. Guarantees Parent, Alliance Automotive Investment and the Issuer have provided guarantees of all amounts payable to the finance parties under the Revolving Credit Facility Agreement. The Revolving Credit Facility Agreement requires that (subject to Agreed Security Principles) (i) each subsidiary of Parent, including those incorporated in Luxembourg or France, that is or becomes a Material Company (which definition includes, among other things, any member of the Group that has earnings before interest, tax, depreciation and amortization representing 5% or more of consolidated EBITDA of the Group), and (ii) such members of the Group as are required to represent not less than 80% of the consolidated EBITDA of the Group (which shall exclude EBITDA of any member of the Group that is not required to become a Guarantor by reason of the agreed security principles or which has negative EBITDA), following the Completion Date will be required to become a guarantor under the Revolving Credit Facility Agreement within the time period specified therein. Furthermore, if on the last day of a financial year of the Group, the guarantors represent less than 80% of the consolidated EBITDA of the Group (which shall exclude EBITDA of any member of the Group that is not required to become a Guarantor by reason of the Agreed Security Principles or which has negative EBITDA), within 60 days of delivery of the annual financial statements for that financial year, subject to Agreed Security Principles additional restricted subsidiaries of Alliance Automotive Investment are required to become additional guarantors of the Revolving Credit Facility Agreement until the 80% guarantor coverage requirement is met. Security The Revolving Credit Facility is initially secured by the same collateral as the Notes. In addition, any Material Company or other member of the Group which becomes a guarantor of the Revolving Credit Facility is 129

150 required (subject to agreed security principles) to grant security over its material assets in favor of the security agent under the Revolving Credit Facility. Representations and Warranties The Revolving Credit Facility Agreement contains certain customary representations and warranties (subject to certain exceptions and qualifications and with certain representations and warranties being repeated), including status and incorporation, power and authority, binding obligations, non-conflict with laws, constitutional documents or other binding obligations, authorizations, consents and filings and no default. Covenants The Revolving Credit Facility Agreement contains certain of the incurrence covenants and related definitions (with certain adjustments) that are set forth in the Indenture. In addition, the Revolving Credit Facility Agreement contains a financial covenant (see Financial Covenant ). The Revolving Credit Facility Agreement also contains a notes purchase condition covenant. Subject to certain exceptions set out in the Revolving Credit Facility Agreement, Alliance Automotive Investment may not, and shall procure that no other member of the Group will, repay, prepay, purchase, defease, redeem (or otherwise retire for value), or otherwise directly or indirectly acquire the principal amount of the Notes (or, in each case, any replacement or refinancing thereof as permitted under the Revolving Credit Facility Agreement from time to time) prior to the scheduled repayment date of the Revolving Credit Facility. The exceptions to such covenant include (among other things), (i) a notes purchase which is funded directly or indirectly with the proceeds of amounts otherwise then available to be paid to one or more of the Permitted Holders, new investments, any refinancing as permitted pursuant to the terms of the Revolving Credit Facility Agreement or the proceeds of any Indebtedness which is not prohibited by the terms of the Revolving Credit Facility Agreement, or (ii) the aggregate outstanding principal amount of the notes purchase does not exceed 50% of the aggregate original principal amount of the Notes in existence as of the Completion Date. The Revolving Credit Facility Agreement also requires certain members of the Group to observe certain affirmative covenants relating to maintenance of guarantor and security coverage and further assurances. Certain of the covenants under the Revolving Credit Facility Agreement will be suspended upon (i) at any time the Notes have an Investment Grade Rating from both Rating Agencies and (ii) no Default has occurred and is continuing. The Revolving Credit Facility contains an information covenant under which, among other things, the Issuer is required to deliver to the facility agent annual financial statements, quarterly financial statements, compliance certificates, provided that delivery of accounts and/or financial statements for any period which comply with the terms of the Indenture (or documentation governing any replacement, equivalent or similar financing from time to time) shall satisfy such requirements. Financial Covenant The Revolving Credit Facility Agreement requires Alliance Automotive Investment to comply with a Utilization Ratio (defined as the ratio of the Relevant Utilizations (including the outstanding amount of all utilizations and ancillary outstandings, but excluding letters of credit unless they have been called and not repaid)) to EBITDA on the last day of each period of twelve months ending on a quarter date (each a Relevant Period ). The Utilization Ratio on the last day of each Relevant Period shall not exceed 1.5:1. The financial covenant will not be tested nor required to be satisfied where the Relevant Utilizations on the relevant quarter date on which the Relevant Period ends do not exceed 30% of the total commitments under the Revolving Credit Facility. The Issuer is permitted to prevent or cure breaches of the Utilization Ratio by giving effect to the following adjustments, following receipt by Alliance Automotive Investment in cash of any new equity or permitted subordinated shareholder debt, (i) as if EBITDA for the Relevant Period shall be increased by the amount of the equity cure, or (ii) as if the Relevant Utilizations will be reduced by an amount equal to the equity cure. No more than four equity cures may be taken into account during the term of the Revolving Credit Facility, different equity cure amounts may be taken into account on more than two consecutive quarter end dates, only one equity cure may be taken into account to increase EBITDA and an equity cure included in EBITDA may not exceed 125% of the minimum amount required to prevent or cure (as applicable) any breach of the financial covenant. There is no requirement to apply an equity cure in prepayment of the Revolving Credit 130

151 Facility. Breaching the specified financial covenant will result only in a drawstop event, and not an event of default. Events of Default The Revolving Credit Facility contains events of default which are, with certain adjustments, the same as those applicable to the Notes and set forth in the section entitled Description of the Notes Events of Default and Remedies. In addition, the Revolving Credit Facility contains the following events of default (which are subject to certain materiality exceptions and cure periods): non-payment inaccuracy of a representation or statement when made; unlawfulness, repudiation, rescission, invalidity or unenforceability of the Revolving Credit Facility Agreement or any other finance documents entered into in connection with it; and non-compliance by a member of the Group with any provision, or performance of any material obligation under the Intercreditor Agreement. Intercreditor Agreement General To establish the relative rights of certain of our creditors under our financing arrangements, Alliance Automotive Holding Limited ( Parent ), Alliance Automotive Investment and the Issuer (together with any other entity which acceded or which accedes to the Intercreditor Agreement as a debtor, the Debtors ) are parties to the Intercreditor Agreement dated November 19, 2014, with, among others, The Royal Bank of Scotland plc as the facility agent under our Senior Facilities Agreement (the Senior Facility Agent ), Credit Suisse International, The Royal Bank of Scotland plc and UBS Limited as the senior lenders, Credit Suisse International, Royal Bank of Scotland plc and UBS Limited as the senior arrangers and The Royal Bank of Scotland plc as the security agent. The Intercreditor Agreement is governed by English law and sets out, among other things, the relative ranking of certain indebtedness of the Debtors, the relative ranking of certain security granted by the collateral providers, when payments can be made in respect of debt of the Debtors, when enforcement action can be taken in respect of that indebtedness, the terms pursuant to which certain of that indebtedness will be subordinated upon the occurrence of certain insolvency events and turnover provisions. The Intercreditor Agreement additionally provides for Hedge Counterparties and Operating Facility Lenders (each as defined herein) to receive guarantees and indemnities from the Debtors on substantially the same terms (including the relevant limitations) as such guarantees and indemnities are provided by the obligors to the finance parties under the Senior Facilities Agreement. Capitalized terms set forth and used in this section entitled Intercreditor Agreement have the same meanings as set forth in the Intercreditor Agreement, which may have different meanings from the meanings given to such terms and used elsewhere in these listing particulars. Definitions The following defined terms are used in this summary of the Intercreditor Agreement: Additional Security Document means any document which: (a) is entered into at any time by any of the Additional Security Providers creating or expressed to create any security over all or any part of its assets in respect of any of the obligations of any member of the Group to any of the Secured Parties (in such capacity) under any of the Secured Debt Documents; and 131

152 (b) is notified to the Security Agent by the Parent in writing as a document to be treated as an Additional Security Document for the purposes of the Intercreditor Agreement. Additional Security Provider means any person (other than a member of the Group) which: (a) directly holds shares or an equivalent ownership interest in a member of the Group; and (b) is notified to the Security Agent by the Parent in writing as a person to be treated as an Additional Security Provider for the purposes of the Intercreditor Agreement. Creditors means the Senior Secured Creditors, the Senior Parent Creditors, the Hedge Counterparties, the intra-group lenders and the investors in the Group. Hedge Counterparty means any person that executes or accedes to the Intercreditor Agreement as a Hedge Counterparty. Operating Facility means any facility or financial accommodation (including, without limitation, any overdraft or other current account facility, any foreign exchange facility, any guarantee, bonding, documentary or standby letter of credit facility, any credit card or automated payments facility, any short term loan facility and any derivatives facility) provided to a member of the Group by an Operating Facility Lender which is notified to the Security Agent by the Parent in writing as a facility or financial accommodation to be treated as an Operating Facility for the purposes of the Intercreditor Agreement. Operating Facility Document means, at the election of the Parent, any document relating to or evidencing an Operating Facility. Operating Facility Lender means any person that executes or accedes to the Intercreditor Agreement as an Operating Facility Lender. Operating Facility Liabilities means the liabilities owed by any Debtor to the Operating Facility Lenders under or in connection with the Operating Facility Documents. Permitted Parent Financing Agreement means, in relation to any Permitted Parent Financing Debt, the facility agreement, indenture or other equivalent document by which that Permitted Parent Financing Debt is made available or, as the case may be, issued. Permitted Parent Financing Creditors means, in relation to any Permitted Parent Financing Debt, each of the lenders, holders or other creditors in respect of that Permitted Parent Financing Debt from time to time (including the applicable Senior Parent Creditor Representative). Permitted Parent Financing Debt means any indebtedness incurred by any member of the Group which is notified to the Security Agent by the Parent in writing as indebtedness to be treated as Permitted Parent Financing Debt for the purposes of the Intercreditor Agreement; provided that (a) the incurrence of such indebtedness is not prohibited by the terms of the Secured Debt Documents (as defined herein) and (b) the providers of such indebtedness or the agent, trustee or other relevant representative in respect of that Permitted Parent Financing Debt have agreed to become a party to the Intercreditor Agreement in such capacity, in each case unless already a party in that capacity. Permitted Parent Financing Documents means, in relation to any Permitted Parent Financing Debt, the Permitted Parent Financing Agreement, any fee letter entered into under or in connection with the Permitted Parent Financing Agreement and any other document or instrument relating to that Permitted Parent Financing Debt and designated as such by the Parent and the Senior Parent Creditor Representative in respect of that Permitted Parent Financing Debt. Permitted Parent Financing Liabilities means all liabilities of any Debtor to any Permitted Parent Financing Creditors under or in connection with the Permitted Parent Financing Documents. Permitted Senior Financing Agreement means, in relation to any Permitted Senior Financing Debt, the facility agreement, indenture or other equivalent document by which that Permitted Senior Financing Debt is made available or, as the case may be, issued. 132

153 Permitted Senior Financing Creditors means, in relation to any Permitted Senior Financing Debt, each of the lenders, holders or other creditors in respect of that Permitted Senior Financing Debt from time to time (including the applicable Senior Creditor Representative). Permitted Senior Financing Debt means any indebtedness incurred by any member of the Group which is notified to the Security Agent by the Parent in writing as indebtedness to be treated as Permitted Senior Financing Debt for the purposes of the Intercreditor Agreement; provided that (a) the incurrence of such indebtedness is not prohibited by the terms of the Secured Debt Documents (as defined herein) and (b) the providers of such indebtedness or the agent, trustee or other relevant representative in respect of that Permitted Senior Financing Debt have agreed to become a party to the Intercreditor Agreement in each case to the extent not already a party in that capacity. Permitted Senior Financing Documents means, in relation to any Permitted Senior Financing Debt, the Permitted Senior Financing Agreement, any fee letter entered into under or in connection with the Permitted Senior Financing Agreement and any other document or instrument relating to that Permitted Senior Financing Debt and designated as such by the Parent and the Senior Creditor Representative under that Permitted Senior Financing Debt. Permitted Senior Financing Liabilities means all liabilities of any Debtor to any Permitted Senior Financing Creditors under or in connection with the Permitted Senior Financing Documents. Primary Creditors means the creditors in relation to the Senior Facilities, certain hedging obligations, the Senior Notes, the Senior Parent Notes, the Permitted Senior Financing Debt and the Permitted Parent Financing Debt. Secured Debt Documents means the Senior Facilities finance documents, the Senior Notes finance documents, the Permitted Senior Financing Documents, the hedging agreements regulated by the Intercreditor Agreement, the Operating Facility finance documents, the Senior Parent Notes finance documents and/or the Permitted Parent Financing Documents. Secured Party means the Security Agent, any receiver or delegate and each of the agents, the arrangers, the Senior Secured Creditors, the Operating Facility Lenders, and the Senior Parent Creditors. Senior Creditors means the Senior Lenders and the Hedge Counterparties. Senior Creditor Representative means in relation to any Permitted Senior Financing Debt, the agent, trustee or other relevant representative in respect of that Permitted Senior Financing Debt. Senior Facilities Agreement means the Revolving Credit Facility Agreement. Senior Lender means each of the lenders, issuing banks and ancillary lenders under the Senior Facilities Agreement. Senior Lender Liabilities means the liabilities owed by the Debtors to the Senior Lenders under the Senior Facilities finance documents. Senior Liabilities means the Senior Lender Liabilities, the Hedging Liabilities, the Senior Notes liabilities and the Permitted Senior Financing Liabilities (as applicable). Senior Notes means the Notes, the Original Notes and the Additional Fixed Rate Notes. Senior Notes Creditors means the Senior Note holders and each trustee under any such issue of Senior Notes. Senior Notes Trustee means any entity acting as trustee under any issue of Senior Notes (to the extent it has acceded in such capacity to the Intercreditor Agreement in accordance with its terms) in each case as the context requires. 133

154 Senior Parent Creditors means the Senior Parent Note holders, each trustee under any such issue of Senior Parent Notes and any Permitted Parent Financing Creditors. Senior Parent Creditor Representative means in relation to any Permitted Parent Financing Debt, the agent, trustee or other relevant representative in respect of that Permitted Parent Financing Debt. Senior Parent Debt Issuer means, in relation to any Senior Parent Notes or Permitted Parent Financing Debt, the member of the Group which is the issuer, or, as the case may be, the borrower of those Senior Parent Notes or that Permitted Parent Financing Debt; provided that no member of the Group which is: (a) for so long as any amount remains outstanding under Senior Facilities Agreement, party thereto as a borrower; (b) for so long as any amount remains outstanding under the Senior Bridge Facility, the borrower of the Senior Bridge Facility; (c) an issuer or, as the case may be, a borrower of any outstanding Senior Notes or outstanding Permitted Senior Financing Debt; or (d) a subsidiary of a member of the Group falling within paragraphs (a), (b) or (c) above (other than a subsidiary which is a financing vehicle), may be a Senior Parent Debt Issuer. Senior Parent Notes means high yield notes, exchange notes, debt securities and/or other debt instruments issued by a Senior Parent Debt Issuer which are certified to the Security Agent by the Parent in writing as indebtedness to be treated as Senior Parent Notes for the purposes of the Intercreditor Agreement. Senior Parent Notes Trustee means any entity acting as trustee under any issue of Senior Parent Notes (to the extent it has acceded in such capacity to the Intercreditor Agreement in accordance with its terms) in each case as the context requires. Senior Secured Creditors means the Senior Creditors, the Senior Notes Creditors and any Permitted Senior Financing Creditors. Debt Refinancing The Intercreditor Agreement permits (subject to its terms) any of the liabilities under the debt documents to be refinanced, replaced, increased or otherwise restructured in whole or in part including by way of Permitted Senior Financing Debt and/or Permitted Parent Financing Debt or the issue of additional Notes and the introduction of a super senior revolving credit facility (the Priority Revolving Facility ) or the establishment of new or additional Operating Facilities (each a Debt Refinancing ). Each party to the Intercreditor Agreement shall be required to enter into any amendment to or replacement of the then current Secured Debt Documents and/or take such other action as is required by the Parent in order to facilitate such a Debt Refinancing including changes to, the taking of, or release and retake of any guarantee or security, subject to certain conditions. At the option of the Parent, a Debt Refinancing may be made available on a basis which is senior to, pari passu with or junior to any of the other liabilities, shall be entitled to benefit from all or any of the security, may be made available on a secured or unsecured basis (subject to certain restrictions) and may be effected in whole or in part by way of a debt exchange, non-cash rollover or other similar or equivalent transaction, in each case unless otherwise prohibited by the Debt Financing Agreements. In the event of any refinancing or replacement of all or any part of the Senior Lender Liabilities (or any such refinancing or replacement indebtedness from time to time), the Parent shall be entitled to require that the definition of Instructing Group is amended such that the relevant refinancing or replacement indebtedness is treated in the same manner as the Senior Facilities (meaning that for the purpose of calculating the voting entitlement of any person, at the option of the Parent all or any part of the relevant refinancing or replacement indebtedness may be treated as Senior Secured Credit Participations of the Senior Creditors and not Senior Bridge/Notes/Permitted Financing Credit Participations). 134

155 In the event that any Priority Revolving Facility becomes subject to the provisions of the Intercreditor Agreement, the Parent shall be entitled to require that all or any part of the liabilities in relation to Hedging Liabilities (as defined in the Intercreditor Agreement) and/or the Operating Facility Liabilities shall rank in right and priority of payment pari passu with that Priority Revolving Facility (which, for the avoidance of doubt, may result in such Hedging Liabilities and/or, as the case may be, Operating Facility Liabilities ranking ahead of the Senior Notes liabilities, the Permitted Senior Financing liabilities, the Permitted Parent Notes Liabilities and/or the Permitted Parent Financing Liabilities) in each case unless otherwise prohibited by the Debt Financing Agreements. Any Priority Revolving Facility implemented pursuant to a Debt Refinancing shall comply with, among others, the following limitations: Ranking of a Priority Revolving Facility No liabilities or obligations in respect of any Priority Revolving Facility may rank in right and priority of payment ahead of the Senior Lender Liabilities (or any refinancing indebtedness in respect thereof). Subject to the paragraph above and to the extent not otherwise prohibited by the Debt Financing Agreements, any Priority Revolving Facility shall rank in right and priority of payment as determined by the Parent. Enforcement: Priority Revolving Facility The right of the lenders or other creditors in respect of a Priority Revolving Facility to: (a) instruct the Security Agent to enforce the security; (b) give or refrain from giving instructions to the Security Agent to enforce or refrain from enforcing the security as they see fit; and/or (c) otherwise provide instructions as, or as part of, an Instructing Group, shall be generally consistent with, or otherwise not materially less favorable to the other Secured Parties than, those customary for facilities of a similar nature to that Priority Revolving Facility (if any), in each case as of the date such Priority Revolving Facility is contractually committed by the relevant member(s) of the Group and as determined by the Parent (with any such determination to be conclusive). Option to Purchase (a) The Senior Notes Creditors and the Permitted Senior Financing Creditors shall be provided with an option to purchase right in relation to any liabilities in respect of a Priority Revolving Facility consistent in all material respects with the option to purchase right provided in relation to the Senior Lender Liabilities as set out under the caption Option to purchase: Senior Secured Creditors. (b) The Senior Parent Notes Trustee and any Senior Parent Creditor Representative(s) shall be provided with an option to purchase right in relation to any liabilities in respect of a Priority Revolving Facility consistent in all material respects with the option to purchase right as set out under the paragraph captioned Option to Purchase: Senior Parent Creditors. Ranking and Priority Priority of Debts Subject to the provisions set out in the caption Senior Parent Liabilities and Security below, the Intercreditor Agreement provides that the liabilities owed by the Debtors (other than any Senior Parent Debt Issuer to the extent relating to liabilities in respect of Senior Parent Notes and/or Permitted Parent Financing Debt where that Senior Parent Debt Issuer is the issuer or the borrower) to the Primary Creditors and the Operating Facility Lenders shall rank in right and priority of payment in the following order and are postponed and subordinated to any prior ranking liabilities as follows: 135

156 first, the Senior Lender Liabilities, the Senior Notes liabilities, the Permitted Senior Financing Liabilities, the Hedging Liabilities, the Operating Facility Liabilities, the Senior Arranger Liabilities, the Senior Bridge Arranger Liabilities, the Senior Agent Liabilities, amounts due to the Senior Notes Trustee and amounts due to the Senior Parent Notes Trustee pari passu and without any preference amongst them; and second, the Senior Parent Notes liabilities and the Permitted Parent Financing Liabilities pari passu and without any preference amongst them. The liabilities owed by any Senior Parent Debt Issuer (to the extent relating to Liabilities in respect of Senior Parent Notes and/or Permitted Parent Financing Debt where that Senior Parent Debt Issuer is the issuer or the borrower) to the Primary Creditors and the Operating Facility Lenders shall rank pari passu in right and priority of payment without any preference amongst them. Priority of Security The Intercreditor Agreement provides that the security shall secure the liabilities (but only to the extent that such security is expressed to secure those liabilities) in the following order: first, the Senior Lender Liabilities, the Senior Notes Liabilities, the Permitted Senior Financing Liabilities, the Hedging Liabilities, the Operating Facility Liabilities, the Senior Arranger Liabilities, the Senior Bridge Arranger Liabilities, the Senior Agent Liabilities, amounts due to the Senior Notes Trustee and amounts due to the Senior Parent Notes Trustee pari passu and without any preference amongst them; and second, the Senior Parent Notes liabilities and the Permitted Parent Financing Liabilities pari passu and without any preference amongst them. Senior Parent Liabilities and Security The Senior Parent Notes liabilities and the Permitted Parent Financing Liabilities owed by a Senior Parent Debt Issuer (to the extent relating to Liabilities in respect of Senior Parent Notes and/or Permitted Parent Financing Debt where that Senior Parent Debt Issuer is the issuer or, as the case may be, the borrower) are senior obligations of that Senior Parent Debt Issuer. Notwithstanding the preceding sentence, until the date the Senior Lender Liabilities, the Hedging Liabilities, the Senior Notes liabilities and the Permitted Senior Financing Liabilities have been discharged (the Senior Discharge Date ), the Senior Parent Notes Creditors and the Permitted Parent Financing Creditors may not take any steps subject to the Security Documents in connection with any Enforcement Action (as defined herein), other than as expressly permitted by the Intercreditor Agreement. For the avoidance of doubt, the preceding paragraph shall not impair the right of the Senior Parent Creditors and/or the Permitted Parent Financing Creditors to institute suit for the recovery of any payment due by a Senior Parent Debt Issuer in respect of the Senior Parent Liabilities and/or the Permitted Parent Financing Liabilities (in each case to the extent relating to liabilities in respect of Senior Parent Notes and/or Permitted Parent Financing Debt where that Senior Parent Debt Issuer is the issuer or, as the case may be, the borrower). Intra-Group Liabilities and Investor Liabilities The Intercreditor Agreement provides that the intra-group liabilities and the liabilities of the Group to an investor are postponed and subordinated to the liabilities owed by the Debtors to the Primary Creditors and the Operating Facility Lenders, but does not purport to rank any of those liabilities as between themselves. Additional and/or Refinancing Debt The Creditors and the Operating Facility Lenders acknowledge in the Intercreditor Agreement that the Debtors (or any of them) may wish to incur incremental borrowing liabilities (including guarantees of such liabilities) or refinance or replace borrowing liabilities (including incurring guarantee liabilities in respect of such refinancing or replacement). Such liabilities are intended to rank pari passu with any other liabilities and/or 136

157 share pari passu in any security and/or to rank behind any other liabilities and/or to share in any security behind any such other liabilities. The Creditors and the Operating Facility Lenders undertake in the Intercreditor Agreement (at the cost of the Debtors) to co-operate with the Parent and the Debtors with a view to enabling and facilitating such financing, refinancing or replacement and such sharing in the security (provided it is not prohibited by the terms of the Debt Financing Agreements at such time) to take place in a timely manner. In particular, but without limitation, each of the secured parties authorizes and directs each of its respective agents and the Security Agent to execute any amendment to or replacement of the Intercreditor Agreement and such other debt documents and/or (subject to certain pre-conditions) release and retake of security required by the Parent to reflect, enable and/or facilitate any such arrangements. If a Debtor incurs any new, additional or increased liabilities under any Secured Debt Document and/or in connection with any Debt Refinancing, at the option of the Parent, the relevant Debtor may (but subject to the relevant Debt Financing being elected to be secured in accordance with the applicable terms of the Intercreditor Agreement and subject to the agreed security principles) grant to the relevant Secured Parties in respect of all or any part of such Debt Financing additional security by executing additional security documents which will benefit from the order of priority and ranking set out in the Intercreditor Agreement. Restrictions Relating to Senior Secured Liabilities The Parent and the Debtors may make payments of the senior secured liabilities at any time. The Intercreditor Agreement provides that the Senior Secured Creditors, the Operating Facility Lenders, the Parent and the Debtors may at any time amend or waive the terms of the finance documents in relation to the Senior Facilities, the Senior Notes, the Permitted Senior Financing Debt and/or any Operating Facility in accordance with their respective terms from time to time (and subject only to any consent required under them). Security and Guarantees: Senior Secured Creditors The Senior Secured Creditors and the Operating Facility Lenders may take, accept or receive the benefit of: any security from any member of the Group in respect of any of the Senior Liabilities in addition to the shared security; provided that, to the extent legally possible and subject to certain agreed security principles: the security provider becomes party to the Intercreditor Agreement as a Debtor (if not already a party in that capacity); all amounts actually received or recovered by any Senior Secured Creditor or Operating Facility Lender with respect to any such security shall immediately be paid to the Security Agent and applied in accordance with the provisions set out under the caption Application of Proceeds ; and any such security may only be enforced in accordance with the provisions set out under the caption Manner of Enforcement Security Held by Other Creditors. any guarantee, indemnity or other assurance against loss from any member of the Group regarding any of the Senior Liabilities in addition to those in: the Senior Facilities Agreement, any Senior Notes Indenture, any Permitted Senior Financing Document or any Operating Facility Document; the Intercreditor Agreement; or any guarantee, indemnity or other assurance against loss in respect of any of the liabilities, the benefit of which (however conferred) is, to the extent legally possible and subject to certain 137

158 agreed security principles, given to, or expressed to be given to, all the senior secured parties in respect of their senior secured liabilities, provided that (except for any guarantee, indemnity or other assurance against loss permitted to be given to any ancillary lender or issuing bank), to the extent legally possible, and subject to certain agreed security principles, the guarantee provider becomes party to the Intercreditor Agreement as a Debtor (if not already a party in that capacity); and such guarantee, indemnity or assurance against loss is expressed to be subject to the Intercreditor Agreement. any security, guarantee, indemnity or other assurance against loss from any member of the Group in connection with: any escrow or similar or equivalent arrangements entered into in respect of amounts which are being held (or will be held) by a person which is not a member of the Group prior to release of those amounts to a member of the Group; or any actual or proposed defeasance, redemption, prepayment, repayment, purchase or other discharge of any Senior Lender Liabilities, Operating Facility Liabilities, Senior Notes liabilities and/or Permitted Senior Financing Liabilities (in each case provided that such defeasance, redemption, prepayment, repayment, purchase or other discharge is not prohibited by the terms of the Intercreditor Agreement). any Security, guarantee, indemnity or other assurance against loss from any Additional Security Provider in respect of any of the Senior Liabilities; provided that, to the extent legally possible and subject to certain agreed security principles: all amounts actually received or recovered by any Senior Secured Creditor or Operating Facility Lender with respect to any such security shall immediately be paid to the Security Agent and applied in accordance with the provisions set out under the caption Application of Proceeds ; any such Security may only be enforced in accordance with the terms of the Intercreditor Agreement which relate to security held by someone other than the Security Agent; and any such guarantee, indemnity or assurance against loss is expressed to be subject to the terms of the Intercreditor Agreement. Notes. This provision does not require any security or guarantee to be granted in respect of the Senior Parent Restriction on Enforcement: Senior Lenders and Senior Notes Creditors The Intercreditor Agreement provides that no Senior Lender, Operating Facility Lender, Senior Notes Creditor or Permitted Senior Financing Creditor may take certain Enforcement Action without the prior written consent of an Instructing Group (as defined herein) other than as described under the caption Enforcement of Security below. Notwithstanding the above restriction or anything to the contrary in the Intercreditor Agreement, after the occurrence of certain specified insolvency events (an Insolvency Event ) in relation to the Parent or a Debtor, each Senior Lender, Operating Facility Lender, Senior Notes Creditor and/or Permitted Senior Financing Creditor may, to the extent it is permitted to do so under the relevant Debt Documents, take certain Enforcement Action and/or claim in the winding up, dissolution, administration, reorganization or similar insolvency event or process in relation to that Debtor for liabilities owing to it (but no Senior Secured Creditor or Operating Facility Lender may direct the Security Agent to enforce the common security in any manner). 138

159 Option to Purchase: Senior Secured Creditors Senior Notes Creditors holding at least a simple majority of the Senior Notes liabilities or Permitted Senior Financing Creditors holding at least a simple majority of the Permitted Senior Financing Liabilities (the Senior Secured Acquiring Creditors ) may, after the occurrence of an acceleration event which is continuing, by giving not less than ten (10) days notice to the Security Agent (with the first notice to prevail in the event that more than one set of Creditors serves such a notice), require the transfer to them (or to a nominee or nominees), in accordance with the applicable transfer provisions of the Intercreditor Agreement, of all, but not part, of the rights, benefits and obligations in respect of the Senior Lender Liabilities and the Operating Facility Liabilities (a Senior Liabilities Transfer ) if: (i) (ii) that transfer is lawful and, subject to paragraph (ii) below, otherwise permitted by the terms of the Senior Facilities Agreement and the Operating Facility Documents; any conditions relating to such a transfer contained in the Senior Facilities Agreement and the Operating Facility Documents are complied with, other than: (A) any requirement to obtain the consent of, or consult with, a member of the Group in relation to such transfer, which consent or consultation shall not be required; and (B) to the extent to which all the Senior Secured Acquiring Creditors provide cash cover for any letter of credit, the consent of the relevant letter of credit issuing bank relating to such transfer; (iii) the Senior Facility Agent, on behalf of the Senior Lenders, is paid an amount equal to the aggregate of: (A) any amounts provided as cash cover by the Senior Secured Acquiring Creditors for any letter of credit (as envisaged in paragraph (ii)(b) above); (B) all of the Senior Lender Liabilities at that time (whether or not due), including all amounts that would have been payable under the Senior Facilities Agreement if the Senior Facilities were being prepaid by the relevant Debtors on the date of that payment; and (C) all costs and expenses (including legal fees) incurred by the Senior Facility Agent and/or the Senior Lenders and/or the Security Agent as a consequence of giving effect to that transfer; (iv) the Operating Facility Lenders are paid an amount equal to the aggregate of: (A) all of the Operating Facility Liabilities at that time (whether or not due), including all amounts that would have been payable under the Operating Facility Documents if the Operating Facilities were being prepaid by the relevant Debtors on the date of that payment; and (B) all costs and expenses (including legal fees) incurred by the Operating Facility Lenders and/or the Security Agent as a consequence of giving effect to that transfer. (v) as a result of that transfer: (A) the Senior Lenders have no further actual or contingent liability to a Debtor under the Senior Facilities finance documents; and (B) the Operating Facility Lenders have no further actual or contingent liability to a Debtor under the Operating Facility Documents; (vi) an indemnity is provided from each of the Senior Secured Acquiring Creditors (other than any Senior Agent) or from another third party acceptable to all the Senior Lenders and the 139

160 Operating Facility Lenders in a form reasonably satisfactory to each Senior Lender and Operating Facility Lender in respect of all costs, expenses, losses and liabilities which may be sustained or incurred by any Senior Lender or Operating Facility Lender in consequence of any sum received or recovered by any Senior Lender or Operating Facility Lender from any person being required (or it being alleged that it is required) to be paid back by or clawed back from any Senior Lender or Operating Facility Lender for any reason; (vii) (viii) the transfer is made without recourse to, or representation or warranty from, the Senior Lenders or the Operating Facility Lenders, except that each Senior Lender and Operating Facility Lender shall be deemed to have represented and warranted on the date of that transfer that it has the corporate power to effect that transfer and it has taken all necessary action to authorize the making by it of that transfer; and the Senior Parent Creditors have not exercised their rights to purchase as described under the provisions set out in the paragraph captioned Option to Purchase: Senior Parent Creditors or having exercised such rights, have not failed to complete the acquisition of the relevant Senior Secured Liabilities in accordance with such provisions. Subject to other terms of the Intercreditor Agreement, the Senior Secured Acquiring Creditors may only require a Senior Liabilities transfer if, at the same time, they require a transfer of the hedging liabilities in accordance with the Intercreditor Agreement and if, for any reason, such transfer cannot be made in accordance with the Intercreditor Agreement, no Senior Liabilities transfer may be required to be made. At the request of a Senior Agent (on behalf of the Senior Secured Acquiring Creditors), the Senior Facility Agent and the Operating Facility Lenders shall notify that Senior Agent of the foregoing payable sums in connection with such transfer. Instructing Group means at any time (a) prior to the Senior Discharge Date: (i) in relation to any instructions to the Security Agent to enforce the security or refrain or cease from enforcing the security or to take any other Enforcement Action: (A) those Senior Instructing Group Creditors whose Senior Secured Credit Participations at that time aggregate to more than % of the Total Senior Instructing Group Credit Participations at that time; and/or (B) prior to the Senior Lender Discharge Date, the Majority Senior Creditors, in each case as applicable in accordance with the provisions set out under the caption Consultation Period ; or (ii) in relation to any other matter: (A) those Senior Instructing Group Creditors whose Senior Secured Credit Participations at that time aggregate to more than 662 3% of the Total Senior Instructing Group Credit Participations at that time; and (B) prior to the Senior Lender Discharge Date, the Majority Senior Creditors; and (b) on or after the Senior Discharge Date but before the Senior Parent Discharge Date, and subject always to the provisions set out under the caption Restrictions on Enforcement by Senior Parent Creditors, the Majority Senior Parent Creditors. In this definition of Instructing Group : 140

161 Majority Senior Parent Creditors means, at any time, those Senior Parent Creditors whose Senior Parent Credit Participations at that time aggregate to more than % of the total aggregate amount of all Senior Parent Credit Participations at that time. Senior Instructing Group Creditors means: (a) prior to the Senior Lender Discharge Date, the Senior Secured Creditors (other than the Senior Creditors); and (b) on and after the Senior Lender Discharge Date, the Senior Secured Creditors (other than the Senior Lenders). Senior Lender Discharge Date means the first date on which all Senior Lender Liabilities have been fully and finally discharged, whether or not as the result of an enforcement, and the Senior Lenders are under no further obligation to provide financial accommodation to any of the Debtors under any of the Senior Facilities Finance Documents. Senior Parent Credit Participation means: (a) in relation to a Senior Parent Note holder, the principal amount of outstanding Senior Parent Notes Liabilities held by that Senior Parent Note holder; and (b) in relation to a Permitted Parent Financing Creditor, the aggregate amount of its commitments under each Permitted Parent Financing Agreement (drawn or undrawn and calculated in a manner consistent with the senior commitments) and/or the principal amount of outstanding Permitted Parent Financing Debt held by that Permitted Parent Financing Creditor (as applicable and without double counting). Senior Secured Credit Participation means: (a) in relation to a Senior Creditor, its Senior Credit Participation in relation to the Senior Facilities Agreement and the hedging agreements only; (b) in relation to a Senior Note holder, the principal amount of outstanding Senior Notes liabilities held by that Senior Note holder; and (c) in relation to a Permitted Senior Financing Creditor, the aggregate amount of its commitments under each Permitted Senior Financing Agreement (drawn or undrawn and calculated in a manner consistent with the senior commitments) and/or the principal amount of outstanding Permitted Senior Financing Debt held by that Permitted Senior Financing Creditor (as applicable and without double counting). Total Senior Instructing Group Credit Participations means: (a) prior to the Senior Lender Discharge Date, the aggregate of all the Senior Secured Credit Participations at any time (excluding the Senior Secured Credit Participations of the Senior Creditors); and (b) on and after the Senior Lender Discharge Date, the aggregate of all the Senior Secured Credit Participations at any time (excluding the Senior Secured Credit Participations of the Senior Lenders). Restrictions Relating to Senior Parent Creditors and Senior Parent Liabilities Restriction on Payment and Dealings The Intercreditor Agreement provides that, until the Senior Discharge Date, no Senior Parent Debt Issuer shall (and the Parent shall ensure that no member of the Group will): 141

162 (i) (ii) (iii) pay, repay, prepay, redeem, acquire or defease any principal, interest or other amount on or in respect of, or make any distribution in respect of, any Senior Parent Notes liabilities and any Permitted Parent Financing Liabilities in cash or in kind or apply any such money or property in or towards discharge of any Senior Parent Notes Liabilities and any Permitted Parent Financing Liabilities except as permitted by the provisions set out below under the captions Permitted Senior Parent Payments, Permitted Senior Parent Enforcement, and the fourth paragraph under the caption Effect of Insolvency Event; Filing of Claims or by a refinancing of the Senior Parent Notes or the Permitted Parent Financing Debt as permitted by the Intercreditor Agreement; exercise any set-off against any Senior Parent Notes liabilities and any Permitted Parent Financing Liabilities, except as permitted by the provisions set out in the caption Permitted Senior Parent Payments below, the provisions set out in the caption Payment Obligations and Capitalization of Interest Continue Restrictions on Enforcement by Senior ParentCreditors below or the fourth paragraph under the caption Effect of Insolvency Event; Filing of Claims below or by a refinancing of the Senior Parent Notes or the Permitted Parent Financing Debt as permitted by the Intercreditor Agreement; or create or permit to subsist any security over any assets of any member of the Group or give any guarantee (and the Senior Parent Notes Trustee or Senior Parent Creditor Representative, as the case may be, may not, and no Senior Parent Creditor may, accept the benefit of any such security or guarantee from any member of the Group) for, or in respect of, any Senior Parent Notes Liabilities or any Permitted Parent Financing Liabilities other than: (a) guarantees by a member of the Group of any obligations of the Group under the Senior Parent Notes finance documents and/or the Permitted Parent Financing Documents; (b) at the option of the Parent, all or any of the security (provided that, for the avoidance of doubt, each of the parties agrees that the security shall rank and secure any Senior Parent Notes and any Permitted Parent Financing Debt as set out in Ranking and Priority Priority of Security) ; (c) any security over any assets of any Senior Parent Debt Issuer (without prejudice to paragraph (b) above); (d) any other security or guarantee provided by a member of the Group (the Credit Support Provider ) provided that, to the extent legally possible: (i) (ii) (iii) the Credit Support Provider becomes party to the Intercreditor Agreement as a Debtor (if not already a party in that capacity); all amounts actually received or recovered by the Senior Parent Notes Trustee, the Senior Parent Creditor Representative or the Senior Parent Creditors, as the case maybe, with respect to any such security shall immediately be paid to the Security Agent and applied in accordance with the provisions set out under the caption Application of Proceeds ; any such security may only be enforced in accordance with the provisions set out under the caption Manner of Enforcement Security Held by Other Creditors ; and (iv) such guarantee is expressed to be subject to the Intercreditor Agreement; and (e) any security, guarantee, indemnity or other assurance against loss from any member of the Group in connection with: (i) any escrow or similar or equivalent arrangements entered into in respect of amounts which are being held (or will be held) by a person which is not a 142

163 member of the Group prior to release of those amounts to a member of the Group; or (ii) any actual or proposed defeasance, redemption, prepayment, repayment, purchase or other discharge of any Senior Lender Liabilities, Operating Facility Liabilities, Senior Notes liabilities and/or any Permitted Senior Financing Liabilities (in each case provided that such defeasance, redemption, prepayment, repayment, purchase or other discharge is not prohibited by the terms of the Intercreditor Agreement). Permitted Senior Parent Payments Prior to the Senior Discharge Date, any member of the Group may, directly or indirectly, make payments with respect to the Senior Parent Notes Liabilities and any Permitted Parent Financing Liabilities then due in accordance with the finance documents in relation to the Senior Parent Notes and the Permitted Parent Financing Debt (such payments, collectively, Permitted Senior Parent Payments ): (i) if: (a) the payment is of: (I) (II) any of the principal amount of the Senior Parent Notes liabilities and the Permitted Parent Financing Liabilities which is either (1) not prohibited from being paid by the Senior Facilities Agreement, the Senior Notes Indenture or any Permitted Senior Financing Agreement; or (2) paid on or after the final maturity date of the relevant Senior Parent Notes liabilities and Permitted Parent Financing Liabilities (subject to certain conditions); or any other amount which is not an amount of principal or capitalized interest and payment of which is not prohibited by the Senior Financing Agreements; (b) no Senior Parent Payment Stop Notice (as defined herein) is outstanding; and (c) no payment default under the Senior Facilities Agreement, the Senior Notes or the Permitted Senior Financing Documents (other than in respect of non-payment of amounts not constituting principal or interest, or not exceeding 250,000) ( Senior Payment Default ) has occurred and is continuing; or (ii) (iii) (iv) (v) (vi) (vii) if the Majority Senior Lenders, the Senior Notes Trustee and the Permitted Majority Senior Financing Creditors or the Senior Creditor Representative in respect of that Permitted Senior Financing Debt (as applicable) (the Required Senior Consent ) give prior consent to that payment being made; or if the payment is of certain amounts due to the Senior Parent Notes Trustee for its own account; of any costs and expenses of any holder of security in relation to protection, preservation or enforcement of such security; of costs, commissions, taxes, fees and expenses incurred in respect of or in relation to (or reasonably incidental to) any of the Senior Parent Notes Indenture and any Permitted Parent Financing Documents (including in relation to any reporting or listing requirements under such documents); if the payment is funded directly or indirectly with Permitted Parent Financing Debt; if the payment is funded directly or indirectly with the proceeds of a New Investment or amounts otherwise available to be distributed to Investors under the terms of the Debt Documents; or 143

164 (viii) of any other amount not exceeding 5 million (or its equivalent) in aggregate in any financial year of the Parent. On or after the Senior Discharge Date, the Debtors may make payments to the Senior Parent Creditors in respect of the Senior Parent Notes liabilities and any Permitted Parent Financing Liabilities, in accordance with the Senior Parent Notes Indenture and the Permitted Parent Financing Documents, as applicable. Payment Blockage Provisions Until the Senior Discharge Date, except with the Required Senior Consent, no Senior Parent Debt Issuer shall make (and the Parent shall procure that no other member of the Group shall make), and neither the Senior Parent Notes Trustee, any holder of Senior Parent Notes or the Permitted Parent Financing Creditors may receive from any other members of the Group, any Permitted Senior Parent Payment (other than certain amounts due to the Senior Parent Notes Trustee for its own account, costs and expenses of any holder of security in relation to the protection, preservation or enforcement of such security, payments funded by amounts not received from another member of the Group or payments funded by Permitted Parent Financing Debt) if: a Senior Payment Default is continuing; or an event of default under the Senior Facilities Agreement, the Senior Notes Indenture and/or any Permitted Senior Financing Agreement (a Senior Event of Default ) (other than a Senior Payment Default) is continuing, from the date which is one business day after the date on which any of the Senior Facility Agent, the Senior Notes Trustee and any Senior Creditor Representative (together, the Senior Agents ) delivers a payment stop notice (a Senior Parent Payment Stop Notice ) specifying the event or circumstance in relation to that Senior Event of Default to the Parent, the Security Agent, the Senior Parent Notes Trustee and any Senior Parent Creditor Representative until the earliest of: the date falling 179 days after delivery of that Senior Parent Payment Stop Notice; in relation to payments of the Senior Parent Notes liabilities and any Permitted Parent Financing Liabilities, if a Parent standstill period is in effect at any time after delivery of that payment stop notice, the date on which that standstill period expires; the date on which the relevant Senior Event of Default has been remedied or waived in accordance with the Senior Facilities Agreement, the Senior Notes Indenture or any Permitted Senior Financing Agreement (as applicable); the date on which the Senior Agent which delivered the relevant Senior Parent Payment Stop Notice delivers a notice to the Parent, the Security Agent, the Senior Parent Notes Trustee and the Senior Parent Creditor Representative cancelling the Senior Parent Payment Stop Notice; the Senior Discharge Date; and the date on which the Security Agent, the Senior Parent Notes Trustee and any Senior Parent Creditor Representative takes Enforcement Action permitted under the Intercreditor Agreement against a Debtor or an Additional Security Provider. Unless the Senior Parent Notes Trustee and any Senior Parent Creditor Representative waive this requirement, (i) a new Senior Parent Payment Stop Notice may not be delivered unless and until 360 days have elapsed since the delivery of the immediately prior Senior Parent Payment Stop Notice; and (ii) no Senior Parent Payment Stop Notice may be delivered by a Senior Agent in reliance on a Senior Event of Default more than 45 days after the date that Senior Agent received notice of that Senior Event of Default. The Senior Agents may only serve one Senior Parent Payment Stop Notice with respect to the same event or set of circumstances. Subject to the immediately preceding paragraph, this shall not affect the right of the Senior Agents to issue a Senior Parent Payment Stop Notice in respect of any other event or set of circumstances. No Senior Parent Payment Stop Notice may be served by a Senior Agent in respect of a Senior 144

165 Event of Default which had been notified to the Senior Agents at the time at which an earlier Senior Parent Payment Stop Notice was issued. Any failure to make a payment due under the Senior Parent Notes Indenture and any Permitted Parent Financing Documents as a result of the issue of a Senior Parent Payment Stop Notice or the occurrence of a Senior Payment Default shall not prevent (i) the occurrence of an Event of Default (as defined in the Senior Parent Notes Indenture or any Permitted Parent Financing Documents, as applicable) as a consequence of that failure to make a payment in relation to the relevant Senior Parent Notes Indenture and any Permitted Parent Financing Documents; or (ii) the issue of a Senior Parent Enforcement Notice (as defined herein) on behalf of the Senior Parent Creditors. Payment Obligations and Capitalization of Interest Continue Neither the relevant Senior Parent Debt Issuer nor any other Debtor shall be released from the liability to make any payment (including of default interest, which shall continue to accrue) under the Senior Parent Notes Indenture and any Permitted Parent Financing Document by the operation of the provisions set out under each section above under the caption Restrictions Relating to Senior Parent Creditors and Senior Parent Liabilities even if its obligation to make such payment is restricted at any time by the terms of any of those provisions. The accrual and capitalization of interest (if any) in accordance with the Senior Parent Notes Indenture and any Permitted Parent Financing Document shall continue notwithstanding the issue of a Senior Parent Payment Stop Notice. Cure of Payment Stop If: (i) (ii) at any time following the issue of a Senior Parent Payment Stop Notice or the occurrence of a Senior Payment Default, that Senior Parent Payment Stop Notice ceases to be outstanding and/or, as the case may be, the Senior Payment Default ceases to be continuing; and the relevant Senior Parent Debt Issuer or the relevant Debtor then promptly pays to the Senior Parent Creditors an amount equal to any payments which had accrued under the Senior Parent Notes Indenture and any Permitted Parent Financing Document and which would have been Permitted Senior Parent Payments but for that Senior Parent Payment Stop Notice or Senior Payment Default, then any Event of Default (including any cross default or similar provision under any other debt document) which may have occurred as a result of that suspension of payments shall be waived and any Senior Parent Enforcement Notice which may have been issued as a result of that Event of Default shall be waived, in each case without any further action being required on the part of the Senior Parent Creditors or any other Creditor or Operating Facility Lender. Restrictions on Amendments and Waivers The Intercreditor Agreement provides that the Senior Parent Creditors, the Senior Parent Debt Issuers, other Debtors and the Additional Security Providers may amend or waive the terms of the Senior Parent Notes finance documents and/or the Permitted Parent Financing Documents in accordance with their respective terms from time to time (and subject only to any consent required under them). Restrictions on Enforcement by Senior Parent Creditors Group: Until the Senior Discharge Date, except with the prior consent of or as required by an Instructing (i) no Senior Parent Creditor shall direct the Security Agent to enforce, or otherwise require the enforcement of, any security; and 145

166 (ii) no Senior Parent Creditor shall take or require the taking of any Enforcement Action in relation to the guarantees by a member of the Group of any of the obligations of any member of the Group or Additional Security Provider under the Senior Parent Notes finance documents and/or Permitted Parent Financing Documents, except as permitted under the provisions set out under the caption Permitted Senior Parent Enforcement below; provided, however, that no such action required by the Security Agent need be taken except to the extent the Security Agent otherwise is entitled under the Intercreditor Agreement to direct such action. Enforcement Action is defined as: in relation to any liabilities: the acceleration of any liabilities or the making of any declaration that any liabilities are prematurely due and payable (other than as a result of it becoming unlawful for a Senior Secured Creditor or a Senior Parent Creditor to perform its obligations under, or of any voluntary or mandatory prepayment arising under, any of the debt documents); the making of any declaration that any liabilities are payable on demand; the making of a demand in relation to a liability that is payable on demand; the making of any demand against any member of the Group in relation to any guarantee liabilities of that member of the Group; the exercise of any right to require any member of the Group to acquire any liability (including exercising any put or call option against any member of the Group for the redemption or purchase of any liability but excluding any such right which arises as a result of the permitted debt purchase transactions provisions of the Senior Facilities Agreement (or any other similar or equivalent provision of any of the Secured Debt Documents) and/or any other acquisition of liabilities, acquisition or transaction which any member of the Group is not prohibited from entering into by the terms of the Secured Debt Documents and excluding any mandatory offer arising as a result of a change of control or asset sale (howsoever described) as set out in the Senior Notes finance documents or the Senior Parent Notes finance documents (or any other similar or equivalent provision of any of the Secured Debt Documents); the exercise of any right of set-off, account combination or payment netting against any member of the Group in respect of any liabilities other than the exercise of any such right: as close-out netting by a Hedge Counterparty or by a hedging ancillary lender; as payment netting by a Hedge Counterparty or by a hedging ancillary lender; as inter-hedging agreement netting by a Hedge Counterparty; as inter-hedging ancillary document netting by a hedging ancillary lender; and/or which is otherwise permitted by the terms of any of the Secured Debt Documents, in each case to the extent that the exercise of that right gives effect to a permitted payment; and the suing for, commencing or joining of any legal or arbitration proceedings against any member of the Group to recover any liabilities; the premature termination or close-out of any hedging transaction under any hedging agreement, save to the extent permitted by the Intercreditor Agreement; 146

167 the taking of any steps to enforce or require the enforcement of any security (including the crystallization of any floating charge forming part of the security); the entry into any composition, compromise, assignment or similar arrangement with any member of the Group which owes any liabilities, or has given any security, guarantee or indemnity or other assurance against loss in respect of the liabilities (other than any action permitted under the Intercreditor Agreement or any debt buy-back, tender offer, exchange offer or similar or equivalent arrangement not otherwise prohibited by the debt documents); or the petitioning, applying or voting for, or the taking of any steps (including the appointment of any liquidator, receiver, examiner, administrator or similar officer) in relation to the winding up, dissolution, examinership, administration or reorganization of any member of the Group which owes any liabilities, or has given any security, guarantee, indemnity or other assurance against loss in respect of any of the liabilities, or any of such member of the Group s assets or any suspension of payments or moratorium of any indebtedness of any such member of the Group, or any analogous procedure or step in any jurisdiction, except that the following shall not constitute Enforcement Action: the taking of any action falling above which is necessary (but only to the extent necessary) to preserve the validity, existence or priority of claims in respect of liabilities, including the registration of such claims before any court or governmental authority and the bringing, supporting or joining of proceedings to prevent any loss of the right to bring, support or join proceedings by reason of applicable limitation periods; or a Senior Secured Creditor or Senior Parent Creditor bringing legal proceedings against any person solely for the purpose of: (a) obtaining injunctive relief (or any analogous remedy outside England and Wales) to restrain any actual or putative breach of any debt document to which it is party, (b) obtaining specific performance (other than specific performance of an obligation to make a payment) with no claim for damages or (c) requesting judicial interpretation of any provision of any debt document to which it is party with no claim for damages; or bringing legal proceedings against any person in connection with any securities violation, securities or listing regulations or common law fraud; or to the extent entitled by law, the taking of any action against any creditor (or any agent, trustee or receiver acting on behalf of that creditor) to challenge the basis on which any sale or disposal is to take place pursuant to the powers granted to those persons under any relevant documentation; or any person consenting to, or the taking of any other action pursuant to or in connection with, any merger, consolidation, reorganization or any other similar or equivalent step or transaction initiated or undertaken by a member of the Group (or any analogous procedure or step in any jurisdiction) that is not prohibited by the terms of the Secured Debt Documents to which it is a party. Permitted Senior Parent Enforcement The restrictions set out in the caption Payment Obligations and Capitalization of Interest Continue Restrictions on Enforcement by Senior Parent Creditors above will not apply if: (i) (ii) (iii) an Event of Default (as defined in the Senior Parent Notes Finance Documents and any Permitted Parent Financing Agreement, as applicable, each a Senior Parent Event of Default ) (the Relevant Senior Parent Default ) is continuing; each Senior Agent has received a notice of the Relevant Senior Parent Default specifying the event or circumstance in relation to the Relevant Senior Parent Default from the Senior Parent Notes Trustee or any Senior Parent Creditor Representative (as the case may be); a Senior Parent Standstill Period (as defined below) has elapsed; and 147

168 (iv) the Relevant Senior Parent Default is continuing at the end of the relevant Senior Parent Standstill Period. Promptly upon becoming aware of a Senior Parent Event of Default, the Senior Parent Notes Trustee or any Senior Parent Creditor Representative, as the case may be, may by notice (a Senior Parent Enforcement Notice ) in writing notify the Senior Agents of the existence of such Senior Parent Event of Default. Senior Parent Standstill Period In relation to a Relevant Senior Parent Default, a Senior Parent Standstill Period shall mean the period beginning on the date (the Senior Parent Standstill Start Date ) the relevant Senior Parent Agent serves a Senior Parent Enforcement Notice on each of the Senior Agents in respect of such Senior Parent Event of Default and ending on the earlier to occur of: (i) (ii) (iii) (iv) (v) (vi) the date falling 179 days after the Senior Parent Standstill Start Date (the Senior Parent Standstill Period ); the date the Senior Secured Parties take any Enforcement Action in relation to a particular guarantor of the Senior Parent Notes and/or any Permitted Parent Financing Debt (a Senior Parent Guarantor ); provided, however, that if a Senior Parent Standstill Period ends pursuant to this paragraph, the Senior Parent Creditors may only take the same Enforcement Action in relation to the Senior Parent Guarantor as the Enforcement Action taken by the Senior Secured Parties against such Senior Parent Guarantor and not against any other member of the Group; the date of an Insolvency Event in relation to the relevant Senior Parent Debt Issuer or a particular Senior Parent Guarantor against whom Enforcement Action is to be taken; the expiry of any other Senior Parent Standstill Period outstanding at the date such firstmentioned Senior Parent Standstill Period commenced (unless that expiry occurs as a result of a cure, waiver or other permitted remedy); the date on which the consent of each of the Senior Facility Agent (acting on the instructions of the Majority Senior Lenders), any Senior Notes Trustee (acting on behalf of the Senior Note holders) and any Senior Creditor Representative (acting on the instructions the Majority Permitted Senior Financing Creditors) has been obtained; and a failure to pay the principal amount outstanding on any Senior Parent Notes or on any Permitted Parent Financing Debt, as the case may be, at the final stated maturity of the amounts outstanding on the Senior Parent Notes or on the Permitted Parent Financing Debt, as the case may be (provided that, unless the Senior Lender Discharge Date has occurred or as otherwise agreed by the Majority Senior Lenders and the Parent, such final stated maturity has not been amended to fall on a date which would have breached the Senior Financing Agreements which remain in full force and effect if it had been the original final maturity date for such Senior Parent Liabilities). Subsequent Senior Parent Event of Default The Senior Parent Finance Parties and the relevant Senior Parent Debt Issuer, as applicable, may take Enforcement Action under the provisions set out in caption Permitted Senior Parent Enforcement above in relation to a Relevant Senior Parent Default even if, at the end of any relevant Senior Parent Standstill Period or at any later time, a further Senior Parent Standstill Period has begun as a result of any other Senior Parent Event of Default. Enforcement on behalf of Senior Parent Creditors If the Security Agent has notified the Senior Parent Notes Trustee and any Senior Parent Creditor Representative that it is enforcing security created pursuant to any security document over shares of a Senior Parent Guarantor, no Senior Parent Creditor may take any action referred to under the provisions set out under the caption Permitted Senior Parent Enforcement above against that Senior Parent Guarantor while the 148

169 Security Agent is taking steps to enforce that security in accordance with the instructions of an Instructing Group where such action might be reasonably likely to adversely affect such enforcement or the amount of proceeds to be derived therefrom. Option to Purchase: Senior Parent Creditors Subject to the following paragraphs, any of the Senior Parent Notes Trustee and any Senior Parent Creditor Representative (on behalf of the Senior Parent Creditors) may, after an acceleration event under any of the Senior Facilities Agreement, the Senior Notes or in relation to any Permitted Senior Financing Debt which is continuing, by giving not less than 10 days notice to the Security Agent, require the transfer to the Senior Parent Creditors (or to a nominee or nominees) of all, but not part, of the rights, benefits and obligations in respect of the Senior Secured Liabilities and the Operating Facility Liabilities if: (i) (ii) (iii) (iv) (v) (vi) that transfer is lawful and, subject to paragraph (ii) below, otherwise permitted by the terms of the Senior Facilities Agreement (in the case of the Senior Lender Liabilities) and/or any Senior Notes Indenture(s) pursuant to which any Senior Notes remain outstanding, as applicable (in the case of the Senior Notes liabilities), any Permitted Senior Financing Agreement pursuant to which any relevant Permitted Senior Financing Liabilities remain outstanding (in the case of the Permitted Senior Financing Liabilities) and any Operating Facility Documents pursuant to which any relevant Operating Facility Liabilities remain outstanding (in the case of Operating Facility Liabilities) (as applicable); any conditions relating to such a transfer contained in the Senior Facilities Agreement (in the case of the Senior Lender Liabilities) and/or any Senior Notes Indenture(s) pursuant to which any Senior Notes remain outstanding, as applicable (in the case of the Senior Notes liabilities), any Permitted Senior Financing Agreement pursuant to which any relevant Permitted Senior Financing Liabilities remain outstanding (in the case of the Permitted Senior Financing Liabilities) and any Operating Facility Documents pursuant to which any relevant Operating Facility Liabilities remain outstanding (in the case of Operating Facility Liabilities) are complied with, in each case, other than as specified in the Intercreditor Agreement; each of the Senior Facility Agent (on behalf of the Senior Lenders), the Senior Notes Trustee (on behalf of the relevant Senior Note holders), the applicable Senior Creditor Representative (on behalf of the relevant Permitted Senior Financing Creditors) and the Operating Facility Lenders is paid the amounts required under the Intercreditor Agreement; as a result of that transfer the Senior Lenders, the Senior Note holders, the Permitted Senior Financing Creditors and the Operating Facility Lenders have no further actual or contingent liability to the Parent or any other Debtor under the relevant Secured Debt Documents; an indemnity is provided from each Senior Parent Creditor (other than the Senior Parent Notes Trustee and any Senior Parent Creditor Representative) (or from another third party acceptable to all the Senior Lenders, the Senior Note holders, the Permitted Senior Financing Creditors and the Operating Facility Lenders) in a form reasonably satisfactory to each Senior Lender, Senior Notes Creditor, Permitted Senior Financing Creditor and Operating Facility Lender in respect of all costs, expenses, losses and liabilities which may be sustained or incurred by any Senior Lender, Senior Note holder, Permitted Senior Financing Creditor or Operating Facility Lender in consequence of any sum received or recovered by any such party from any person being required (or it being alleged that it is required) to be paid back by or clawed back from any Senior Lender, Senior Note holder, Permitted Senior Financing Creditor or Operating Facility Lender for any reason; and the transfer is made without recourse to, or representation or warranty from, the Senior Lenders, the Senior Note holders, the Permitted Senior Financing Creditors or the Operating Facility Lenders, except that each of them shall be deemed to have represented and warranted on the date of that transfer that it has the corporate power to effect that transfer and it has taken all necessary action to authorize the making by it of that transfer. 149

170 Subject to the Intercreditor Agreement, the Senior Parent Notes Trustee or any Senior Parent Creditor Representative (on behalf of all the Senior Parent Creditors) may only require a transfer of Senior Secured Liabilities if, at the same time, they require a transfer of hedging liabilities regulated by the Intercreditor Agreement and if, for any reason, such transfer cannot be made in accordance with the Intercreditor Agreement, no transfer of Senior Secured Liabilities may be required to be made. At the request of the Senior Parent Notes Trustee or any Senior Parent Creditor Representative (on behalf of all the Senior Parent Creditors), the Senior Facility Agent, the Senior Notes Trustee, any relevant Senior Creditor Representative and the Operating Facility Lenders shall notify the Senior Parent Notes Trustee and any Senior Parent Creditor Representative of the foregoing payable sums in connection with such transfer. Effect of Insolvency Event; Filing of Claims The Intercreditor Agreement provides that, among other things, after the occurrence of an Insolvency Event in relation to any Debtor, or, following an acceleration event which is continuing, any member of the Group, any party entitled to receive a distribution out of the assets of that member of the Group in respect of liabilities owed to that party shall, (in the case of any Creditor or Operating Facility Lender, only to the extent that such distribution would otherwise constitute a receipt or recovery of a type subject to the provisions set out in the caption Turnover below, and in all cases, if prior to a distress event only if required by the Security Agent acting on the instructions of an Instructing Group), subject to receiving payment instructions and any other relevant information from the Security Agent and to the extent it is able to do so, direct the person responsible for the distribution of the assets of that member of the Group to pay that distribution to the Security Agent until the liabilities owing to the secured parties have been paid in full. In this respect, the Security Agent shall apply distributions paid to it in accordance with the provisions set out under the caption Application of Proceeds below. Subject to certain exceptions, to the extent that any member of the Group s liabilities are discharged by way of set-off (mandatory or otherwise) after the occurrence of an Insolvency Event in relation to that member of the Group, any Creditor and any Operating Facility Lender which benefited from that set-off shall (in the case of any Creditor or Operating Facility Lender, only to the extent that such distribution would otherwise constitute a receipt or recovery of a type subject to the provisions set out in the caption Turnover below, and in all cases, if prior to a distress event only if required by the Security Agent acting on the instructions of an Instructing Group), subject to receiving payment instructions and any other relevant information from the Security Agent, pay an amount equal to the amount of the liabilities owed to it which are discharged by that setoff to the Security Agent for application in accordance with the provisions set out in the caption Application of Proceeds below and subject to certain exceptions. Subject to the provisions set out in the caption Application of Proceeds below, if the Security Agent or any other secured party receives a distribution in a form other than in cash in respect of any of the liabilities, the liabilities will not be reduced by that distribution until and except to the extent that the realization proceeds are actually applied towards the liabilities. After the occurrence of an Insolvency Event in relation to any Debtor (or, following an acceleration event which is continuing, any member of the Group), each Creditor and each Operating Facility Lender irrevocably authorizes the Security Agent, on its behalf, to: (i) (ii) (iii) (iv) take any Enforcement Action (in accordance with the terms of the Intercreditor Agreement) against that member of the Group; demand, sue, prove and give receipt for any or all of that member of the Group s liabilities; collect and receive all distributions on, or on account of, any or all of that member of the Group s liabilities; and file claims, take proceedings and do all other things the Security Agent considers reasonably necessary to recover that member of the Group s liabilities. Each Creditor and Operating Facility Lender will (i) do all things that the Security Agent (acting in accordance with the terms of the Intercreditor Agreement) reasonably requests in order to give effect to the 150

171 matters referred to in this Effect of Insolvency Event; Filing of Claims section and (ii) if the Security Agent is not entitled to take any of the actions contemplated by this Effect of Insolvency Event; Filing of Claims section or if the Security Agent (acting in accordance with the terms of the Intercreditor Agreement) requests that a Creditor or Operating Facility Lender take that action, undertake that action itself in accordance with the instructions of the Security Agent or grant a power of attorney to the Security Agent (on such terms as the Security Agent (acting in accordance with the terms of the Intercreditor Agreement) may reasonably require, although neither the Senior Notes Trustee nor the Senior Parent Notes Trustee shall be under any obligation to grant such powers of attorney) to enable the Security Agent to take such action. Turnover Subject to certain exceptions, the Intercreditor Agreement provides that if any Creditor or Operating Facility Lender receives or recovers from any member of the Group: (i) (ii) (iii) any payment or distribution of, or on account of or in relation to, any of the liabilities which is prohibited under the Intercreditor Agreement or, following the occurrence of a Senior Distress Event which is continuing, any Senior Lender Liabilities, Hedging Liabilities, Senior Notes liabilities, Permitted Senior Financing liabilities, Operating Facility Liabilities or Senior Parent Liabilities; other than as referred to in the second paragraph of the caption Effect of Insolvency Event; Filing of Claims any amount by way of set-off in respect of any of the liabilities owed to it which does not give effect to a payment permitted under the Intercreditor Agreement; notwithstanding paragraphs (i) and (ii) above, other than as referred to in the second paragraph of the caption Effect of Insolvency Event; Filing of Claims any amount: (A) on account of, or in relation to, any of the liabilities after the occurrence of a distress event (including as a result of any litigation or proceedings against a member of the Group other than after the occurrence of an Insolvency Event in respect of that member of the Group); or (B) by way of set-off in respect of any of the liabilities owed to it after the occurrence of a distress event, other than, in each case, any amount received or recovered in accordance with the provisions set out below the caption Application of Proceeds ; (iv) (v) the proceeds of any enforcement of any security except in accordance with the provisions set out below under the caption Application of Proceeds ; or subject to certain exceptions, any distribution in cash or in kind or payment of, or on account of or in relation to, any of the liabilities owed by any member of Group which is not in accordance with the provisions set out in the caption Application of Proceeds and which is made as a result of, or after, the occurrence of an Insolvency Event in respect of that member of Group, that Creditor or Operating Facility Lender will, subject to certain exceptions: (i) in relation to receipts and recoveries not received or recovered by way of set-off (x) hold an amount of that receipt or recovery equal to the relevant liabilities (or if less, the amount received or recovered) on trust for the Security Agent and subject to receiving payment instructions and any other relevant information from the Security Agent, promptly pay that amount to the Security Agent for application in accordance with the terms of the Intercreditor Agreement and (y) subject to receiving payment instructions and any other relevant information the Security Agent, promptly pay an amount equal to the amount (if any) by which the receipt or recovery exceeds the relevant liabilities to the Security Agent for application in accordance with the terms of the Intercreditor Agreement; and (ii) in relation to receipts and recoveries received or recovered by way of set-off, subject to receiving payment instructions and any other relevant information from the Security Agent, promptly pay an amount equal to that recovery to the Security Agent for application in accordance with the terms of the Intercreditor Agreement. 151

172 Enforcement of Security Enforcement Instructions The Security Agent may refrain from enforcing the security unless instructed otherwise by (i) an Instructing Group; or (ii) if required as set out under the third paragraph of this section, the Majority Senior Parent Creditors. Subject to the security having become enforceable in accordance with its terms (i) an Instructing Group; or (ii) to the extent permitted to enforce or to require the enforcement of the security prior to the Senior Discharge Date under the provisions under the caption Restrictions Relating to Senior Parent Creditors and Senior Parent Liabilities above, the Majority Senior Parent Creditors, may give or refrain from giving, instructions to the Security Agent to enforce, or refrain from enforcing, the security as they see fit. Subject to the immediately below paragraph, prior to the Senior Discharge Date, (i) if an Instructing Group has instructed the Security Agent not to enforce or to cease enforcing the security or (ii) in the absence of instructions from an Instructing Group, and, in each case, an Instructing Group has not required any Debtor or Additional Security Provider to make a distressed disposal, the Security Agent shall give effect to any instructions to enforce the security which the Majority Senior Parent Creditors are then entitled to give to the Security Agent under the provisions under the caption Restrictions Relating to Senior Parent Creditors and Senior Parent Liabilities above. If at any time any Senior Parent Notes Representative is then entitled to give the Security Agent instructions in accordance with the above mentioned sentence to enforce the security and a Senior Parent Notes Representative gives such instructions to the Security Agent, the Instructing Group may give such instructions to the Security Agent to enforce the security as the Instructing Group sees fit (provided that such instructions are otherwise in accordance with the terms of the Intercreditor Agreement and the relevant security documents) in lieu of any instructions to enforce the security given by the Senior Parent Notes Representative in accordance with the above and the Security Agent shall act on those instructions received from the Instructing Group. Subject to certain provisions of the Intercreditor Agreement, no secured party shall have any independent power to enforce, or to have recourse to enforce, any security or to exercise any rights or powers arising under the security documents except through the Security Agent. Manner of Enforcement If the security is being enforced as set forth above under the caption Enforcement of Security Enforcement Instructions, the Security Agent shall enforce the security in such manner (including, without limitation, the selection of any administrator, examiner or equivalent officer of any Debtor to be appointed by the Security Agent) as: an Instructing Group; or prior to the Senior Discharge Date, if (i) the Security Agent has, pursuant to the third paragraph of this Enforcement of Security section, given effect to instructions given by the Majority Senior Parent Creditors to enforce the security; and (ii) an Instructing Group has not given instructions as to the manner of enforcement of the security, the Majority Senior Parent Creditors, shall instruct or, in the absence of any such instructions, as the Security Agent sees fit. Exercise of Voting Rights To the fullest extent permitted under applicable law, each Creditor (other than the Senior Notes Trustee and the Senior Parent Notes Trustee) and each Operating Facility Lender shall agree with the Security Agent that it will cast its vote in any proposal put to the vote by, or under the supervision of, any judicial or supervisory authority in respect of any insolvency, pre-insolvency or rehabilitation or similar proceedings relating to any member of the Group as instructed by the Security Agent. The Security Agent shall give instructions for the purposes of the preceding sentence as directed by an Instructing Group. Notwithstanding the foregoing, no party can exercise or require any other Creditor or Operating Facility Lender under the Intercreditor Agreement to exercise its power of voting or representation to waive, reduce, discharge, extend the 152

173 due date for payment or otherwise reschedule any of the liabilities owed to that Creditor or Operating Facility Lender. Waiver of Rights To the extent permitted under applicable law and subject to certain provisions of the Intercreditor Agreement, each of the secured parties and the Debtors waives all rights it may otherwise have to require that the security be enforced in any particular order or manner or at any particular time, or that any sum received or recovered from any person, or by virtue of the enforcement of any of the security or of any other security interest, which is capable of being applied in or towards discharge of any of the secured obligations, is so applied. Security Held by Other Creditors If any security is held by a Creditor or Operating Facility Lender other than the Security Agent, then that Creditor or Operating Facility Lender may only enforce that security in accordance with instructions given by an Instructing Group pursuant to the terms of the Intercreditor Agreement (and for this purpose references to the Security Agent shall be construed as references to that Creditor or Operating Facility Lender). Consultation Period (a) Subject to paragraph (d) below, before giving any instructions to the Security Agent to enforce the security or refrain or cease from enforcing the security or to take any other Enforcement Action, the Agent(s) of the Creditors represented in the Instructing Group concerned (and, if applicable, any relevant Hedge Counterparties) shall consult with each other Agent, each other Hedge Counterparty, each Operating Facility Lender and the Security Agent in good faith about the instructions to be given by the Instructing Group for a period of not less than 30 days from the date on which details of the proposed instructions are received by such Agents, Hedge Counterparties, Operating Facility Lenders and the Security Agent (or such shorter period as each Agent, Hedge Counterparty, Operating Facility Lender and the Security Agent shall agree) (the Consultation Period ), and only following the expiry of a Consultation Period shall the Instructing Group be entitled to give any instructions to the Security Agent to enforce the security or refrain or cease from enforcing the security or take any other Enforcement Action. (b) Subject to paragraph (c) below, in the event conflicting instructions are received from any other Instructing Group, the Security Agent shall enforce the security, refrain or cease from enforcing the security or, as the case may be, take the relevant other Enforcement Action in accordance with the instructions given by an Instructing Group referred to in paragraph (a)(i)(a) of the definition of Instructing Group (in each case provided that such instructions are consistent with any applicable requirements of the Intercreditor Agreement and the Security Documents) and the terms of all instructions given by any other Instructing Group shall be deemed revoked. (c) Prior to the Senior Lender Discharge Date, if: (i) (ii) the Senior Creditors have not been fully repaid within six months of the end of the first Consultation Period; the Security Agent has not commenced any enforcement of the security (or a transaction in lieu thereof) or other Enforcement Action within three months of the end of the first Consultation Period; or (iii) an Insolvency Event has occurred and the Security Agent has not commenced any enforcement of the security (or a transaction in lieu thereof) or other Enforcement Action at that time, then the Security Agent shall follow the instructions given by the Majority Senior Creditors (in each case provided that such instructions are consistent with any applicable requirements of the Intercreditor Agreement and the Security Documents). (d) Subject to paragraph (c) above, no Agent or Hedge Counterparty shall be obliged to consult in accordance with paragraph (a) above and an Instructing Group shall be entitled to give any instructions to the Security Agent to enforce the security or take any other Enforcement Action prior to the end of a Consultation Period (in each case provided that such instructions are 153

174 consistent with any applicable requirements of the Intercreditor Agreement and the Security Documents) if: (i) (ii) the security has become enforceable as a result of an Insolvency Event; or the Instructing Group or any Agent of the Creditors represented in the Instructing Group determines in good faith (and notifies each other Agent, the Hedge Counterparties and the Security Agent) that to enter into such consultations and thereby delay the commencement of enforcement of the security would reasonably be expected to have a material adverse effect on: Duties Owed (A) the Security Agent s ability to enforce any of the security; or (B) the realization proceeds of any enforcement of the security, and, where this paragraph (d) applies: (1) any instructions shall be limited to those necessary to protect or preserve the interests of the Senior Secured Creditors on behalf of which the relevant Instructing Group is acting in relation to the matters referred to in (A) and (B) above; and (2) the Security Agent shall act in accordance with the instructions first received. (e) As soon as reasonably practicable following receipt of any instructions from an Instructing Group to enforce the security, refrain or cease from enforcing the security or, as the case may be, take any other Enforcement Action, the Security Agent shall provide a copy of such instructions to each Agent, Hedge Counterparty and Operating Facility Lender (unless it received those instructions from that person). Pursuant to the Intercreditor Agreement, each of the secured parties and the Debtors acknowledges that, in the event that the Security Agent enforces, or is instructed to enforce, the security prior to the Senior Discharge Date, the duties of the Security Agent and of any receiver or delegate owed to the Senior Parent Creditors in respect of the method, type and timing of that enforcement or of the exploitation, management or realization of any of that security shall, subject to the section entitled Distressed Disposals below, be no different to or greater than the duty that is owed by the Security Agent, receiver or delegate to the Debtors under general law. Proceeds of Disposals Non-Distressed Disposals The Security Agent is irrevocably authorized and instructed (at the request and cost of the Parent) to promptly release (or procure that any other relevant person releases): (i) any security (and/or any other claim relating to a debt document) over any asset which is the subject of: (A) a disposal not prohibited by the terms of the Senior Facilities Agreement, the Senior Notes Indenture, any Permitted Senior Financing Agreement, the Senior Parent Notes Indenture and any Permitted Parent Financing Agreement (each a Debt Financing Agreement ) (including a disposal to a member of the Group, but without prejudice to any obligation of any member of the Group in a Debt Financing Agreement to provide replacement security); or (B) any other transaction not prohibited by the terms of any Debt Financing Agreement pursuant to which that asset will cease to be held or owned by a member of the Group (or, in the case of any asset which is, or is expressed to be, the subject of an Additional Security Document, will cease to be held or owned by the relevant Additional Security Provider); 154

175 (ii) (iii) (iv) any security (and/or any other claim relating to a debt document) over any document or other agreement requested in order for any member of the Group to effect any amendment or waiver in respect of that document or agreement or otherwise exercise any rights, comply with any obligations or take any action in relation to that document or agreement (in each case to the extent not prohibited by the terms of any Debt Financing Agreement); any security (and/or any other claim relating to a debt document) over any asset of any member of the Group which has ceased to be a Debtor (or will cease to be a Debtor simultaneously with such release); and any security (and/or any other claim relating to a debt document) over any other asset to the extent that such release is in accordance with the terms of the Debt Financing Agreements. In the case of a disposal of shares or other ownership interests in a Debtor (or any holding company of any Debtor), or any other transaction pursuant to which a Debtor (or any holding company of any Debtor) will cease to be a member of the Group or a Debtor (including in connection with the resignation of that Debtor or the Debtor being designated as an Unrestricted Subsidiary), the Security Agent (on behalf of itself and the Secured Parties) shall (at the request and cost of the relevant Debtor or the Parent) promptly release (or procure the release of) that Debtor and its subsidiaries (and its and their assets) from all present and future liabilities under the Secured Debt Documents. When making any request for a release pursuant to this Non-Distressed Disposals section, the Parent shall confirm in writing to the Security Agent that: (i) (ii) in the case of any release requested pursuant to paragraph (i) or (ii) above, the relevant disposal or other action is not prohibited by the terms of any Debt Financing Agreement; or in the case of any release requested pursuant to paragraph (iv) above, the relevant release is in accordance with terms of the Debt Financing Agreements, and the Security Agent shall be entitled to rely on that confirmation for all purposes under the Secured Debt Documents. The Security Agent shall (at the cost and expense of the relevant Debtor, the relevant Additional Security Provider or the Parent but without the need for any further consent, sanction, authority or further confirmation from any Creditor, Operating Facility Lender, Debtor or Additional Security Provider) promptly enter into and deliver such documentation and/or take such other action as the Parent (acting reasonably) shall require to give effect to any release or other matter described above. Without prejudice to the foregoing and for the avoidance of doubt, if requested by the Parent in accordance with the terms of any of the Debt Financing Agreements (and provided that the requested action is not expressly prohibited by any of the other Debt Financing Agreements), the Security Agent and the other Creditors and Operating Facility Lenders shall (at the cost of the relevant Debtor, the relevant Additional Security Provider and/or the Parent) promptly execute any guarantee, security or other release and/or any amendment, supplement or other documentation relating to the Security Documents as contemplated by the terms of any of the Debt Financing Agreements (and the Security Agent is authorized to execute, and will promptly execute if requested by the Parent, without the need for any further any consent, sanction, authority or further confirmation from any Creditor or Operating Facility Lender, any such release or document on behalf of the Creditors and the Operating Facility Lenders). When making any request pursuant to this paragraph (d) the Parent shall confirm in writing to the Security Agent that such request is in accordance with the terms of a Debt Financing Agreement (and provided that the requested action is not expressly prohibited by any of the other Debt Financing Agreements) and the Security Agent shall be entitled to rely on that confirmation for all purposes under the Secured Debt Documents. Notwithstanding anything to the contrary in any Debt Document, nothing in any Security Document shall operate or be construed so as to prevent any transaction, matter or other step not prohibited by the terms of this Agreement or the Debt Financing Agreements (a Permitted Transaction ). The Security Agent (on behalf of itself and the Secured Parties) hereby agrees (and is irrevocably authorized and instructed to do so without 155

176 any consent, sanction, authority or further confirmation from any Party) that it shall (at the request and cost of the Parent) promptly execute any release or other document and/or take such other action under or in relation to any Debt Document (or any asset subject or expressed to be subject to any Security Document) as is requested by the Parent in order to complete, implement or facilitate a Permitted Transaction. If any member of the Group is required or permitted under the Senior Debt Documents to apply the proceeds of any disposal or other transaction in prepayment, redemption or any other discharge or reduction of the Senior Liabilities then no such application of those proceeds shall require the consent of any other party or result in any breach of any Senior Parent Finance Documents and such application shall discharge in full any obligation to apply those proceeds in prepayment, redemption or other discharge or reduction of any Senior Parent Liabilities. This paragraph is without prejudice to any right of any member of the Group to apply any proceeds of any disposal or other transaction in prepayment, redemption or any other discharge or reduction of any Senior Parent Liabilities to the extent permitted or contemplated by the Intercreditor Agreement or any other Senior Debt Document. The Security Agent is irrevocably authorized by each Secured Party to (and will on the request and at the cost of the Parent): (i) (ii) release the security; and release each investor, each Debtor, each other member of the Group and each Additional Security Provider from all liabilities, undertakings and other obligations under the Secured Debt Documents, Distressed Disposals on the Final Discharge Date (or at any time following such date on the request of the Parent). A Distressed Disposal is a disposal of an asset which is (a) being effected at the request of an Instructing Group in circumstances where the security has become enforceable in accordance with the terms of the relevant security documents, (b) being effected by enforcement of security in accordance with the terms of the relevant security documents or (c) being disposed of to a third party subsequent to a distress event. If a Distressed Disposal of any asset is being effected, the Security Agent is irrevocably authorized (at the cost of the relevant Debtor, the relevant Additional Security Provider or the Parent and without any consent, sanction, authority or further confirmation from any Creditor, Operating Facility Lender, Debtor or Additional Security Provider): (i) (ii) to release the security or any other claim over that asset and execute and deliver or enter into any release of that security or claim and issue any letters of non-crystallization of any floating charge or any consent to dealing that may, in the discretion of the Security Agent, be considered necessary or desirable; if the asset which is disposed of consists of shares in the capital of a Debtor to release: (A) that Debtor and any subsidiary of that Debtor from all or any part of its borrowing liabilities, its guarantee liabilities and its other liabilities; (B) any security granted by that Debtor or any subsidiary of that Debtor over any of its assets; and (C) any other claim of an investor, an intra-group lender, or another Debtor over that Debtor s assets or over the assets of any subsidiary of that Debtor, on behalf of the relevant Creditors, Operating Facility Lenders, Debtors and agents; (iii) if the asset which is disposed of consists of shares in the capital of any holding company of a Debtor, to release: 156

177 (A) that holding company and any subsidiary of that holding company from all or any part of its borrowing liabilities, its guarantees liabilities and its other liabilities; (B) any security granted by that holding company or any subsidiary of that holding company over any of its assets; and (C) any other claim of any investor, any intra-group lender or another Debtor over that holding company s assets or the assets of any subsidiary of that holding company, on behalf of the relevant Creditors, Operating Facility Lenders, Debtors and agents; (iv) if the asset which is disposed of consists of shares in the capital of a Debtor or the holding company of a Debtor and the Security Agent (acting in accordance with the Intercreditor Agreement) decides to dispose of all or any part of the liabilities or the Debtor liabilities owed by that Debtor or holding company or any subsidiary of that Debtor or holding company: (A) (if the Security Agent (acting in accordance with the Intercreditor Agreement) does not intend that any transferee of those liabilities or Debtor liabilities (the Transferee ) will be treated as a Primary Creditor or a Secured Party for the purposes of the Intercreditor Agreement), to execute and deliver or enter into any agreement to dispose of all or part of those liabilities or Debtor liabilities, provided that, notwithstanding any other provision of any debt document, the Transferee shall not be treated as a Primary Creditor or a Secured Party for the purposes of the Intercreditor Agreement; and (B) (if the Security Agent (acting in accordance with the Intercreditor Agreement) does intend that any Transferee will be treated as a Primary Creditor or a Secured Party for the purposes of the Intercreditor Agreement), to execute and deliver or enter into any agreement to dispose of: (i) all (and not part only) of the liabilities owed to the Primary Creditors and Operating Facility Lenders and (ii) all or part of any other liabilities and the Debtor liabilities, on behalf of, in each case, the relevant Creditors, Operating Facility Lenders and Debtors; (v) if the asset which is disposed of consists of shares in the capital of a Debtor or the holding company of a Debtor (the Disposed Entity ) and the Security Agent (acting in accordance with the Intercreditor Agreement) decides to transfer to another Debtor (the Receiving Entity ) all or any part of the Disposed Entity s obligations or any obligations of any subsidiary of that Disposed Entity in respect of the intra-group liabilities or the Debtor liabilities, to execute and deliver or enter into any agreement to: (A) agree to the transfer of all or part of the obligations in respect of those intra-group liabilities or Debtor liabilities on behalf of the relevant intra-group lenders and Debtors to which those obligations are owed and on behalf of the Debtors which owe those obligations; and (B) (if the Receiving Entity is a holding company of the Disposed Entity which is also a guarantor of Senior Liabilities) to accept the transfer of all or part of the obligations in respect of those intra- group liabilities or Debtor liabilities on behalf of the Receiving Entity or Receiving Entities to which the obligations in respect of those intra-group liabilities or Debtor liabilities are to be transferred. The net proceeds of each Distressed Disposal (and the net proceeds of any disposal of liabilities or Debtor liabilities pursuant to preceding paragraph (iv)) shall be paid to the Security Agent for application in accordance with the provisions set out under the caption Application of Proceeds as if those proceeds were the proceeds of an enforcement of the security and, to the extent that any disposal of liabilities or Debtor liabilities has occurred pursuant to preceding paragraph (iv) (II), as if that disposal of liabilities or Debtor liabilities had not occurred. 157

178 In the case of a Distressed Disposal (or a disposal of liabilities pursuant to preceding paragraph (iv) (II)) effected by, or at the request of, the Security Agent (acting in accordance with the Intercreditor Agreement), the Security Agent shall take reasonable care to obtain a fair market price in the prevailing market conditions (though the Security Agent shall not have any obligation to postpone any such Distressed Disposal or disposal of liabilities in order to achieve a higher price). If a Distressed Disposal is being effected at any time when the Majority Senior Parent Creditors are entitled to give, and have given, instructions under the caption Enforcement Instructions or under the caption Manner of Enforcement, the Security Agent is not authorized to release any Debtor or any other member of the Group from any Borrowing Liabilities or Guarantor Liabilities owed to any Senior Secured Creditor unless those Borrowing Liabilities or Guarantor Liabilities, as the case may be, together with any other Senior Secured Liabilities, will be paid or repaid in full (or, in the case of any contingent liability relating to a letter of credit or ancillary facility, made the subject of cash collateral arrangements acceptable to the relevant Senior Secured Creditor) upon such release. Where borrowing liabilities in respect of any Senior Liabilities would otherwise be released pursuant to the Intercreditor Agreement, the Creditor or Operating Facility Lender concerned may elect to have those borrowing liabilities transferred to the Parent in which case the Security Agent is irrevocably authorized (to the extent legally possible and at the cost of the relevant Debtor or the Parent and without any consent, sanction, authority or further confirmation from any Creditor, Operating Facility Lender or Debtor) to execute such documents as are required to so transfer those borrowing liabilities. Subject to the immediately following paragraph, in the case of a Distressed Disposal effected by or at the request of the Security Agent, unless the consent of each Senior Agent is otherwise obtained, it is a further condition to any release, transfer or disposal that the proceeds of such disposal are in cash (or substantially all in cash) and such sale or disposal is made pursuant to a public auction in respect of which the Primary Creditors are entitled to participate or where a financial adviser selected by the Security Agent has delivered an opinion in respect of such sale or disposal that the amount received in connection therewith is fair from a financial point of view taking into account all relevant circumstances, including the method of enforcement, provided that the liability of such financial adviser may be limited to the amount of its fees in respect of such engagement (it being acknowledged that the Security Agent shall have no obligation to select or engage any financial adviser unless it shall have been indemnified and/or secured and/or prefunded to its satisfaction). If prior to the discharge date for the Senior Parent Notes or any Permitted Parent Financing Debt, a Distressed Disposal is being effected such that the Senior Parent Note Guarantees and the guarantees of any Permitted Parent Financing Debt or any security over the assets of a Senior Parent Debt Issuer or any Senior Parent Guarantor will be released and/or the Senior Parent Notes liabilities and any Permitted Parent Financing Liabilities will be released, it is a further condition to the release that either: the Senior Parent Notes Trustee and any Senior Parent Creditor Representative has approved the release; or where shares or assets of a Senior Parent Guarantor or assets of the Senior Parent Debt Issuer are sold: (A) the proceeds of such sale or disposal are in cash (or substantially in cash); and (B) all claims of the Senior Secured Creditors and the Operating Facility Lenders (other than in relation to performance bonds or guarantees or similar instruments) against a member of the Group (if any), all of whose shares (other than any minority interest not owned by members of the Group) are sold or disposed of pursuant to such Enforcement Action, are unconditionally released and discharged or sold or disposed of concurrently with such sale (and are not assumed by the purchaser or one of its affiliates), and all security under the security documents in respect of the assets that are sold or disposed of is simultaneously and unconditionally released and discharged concurrently with such sale, provided that, if each Senior Agent (acting reasonably and in good faith): 158

179 (I) (II) determines that the Senior Secured Creditors will recover a greater amount if such claim is sold or otherwise transferred to the purchaser or one of its affiliates and not released or discharged; and serves a written notice on the Security Agent confirming the same, the Security Agent shall be entitled to sell or otherwise transfer such claim to the purchaser or one of its affiliates; and (C) such sale or disposal is made: (I) (II) pursuant to a public auction in respect of which the Primary Creditors are entitled to participate; or where a financial adviser selected by the Security Agent has delivered an opinion in respect of such sale or disposal that the amount received in connection therewith is fair from a financial point of view, taking into account all relevant circumstances, including the method of enforcement, provided that the liability of such financial adviser may be limited to the amount of its fees in respect of such engagement (it being acknowledged that the Security Agent shall have no obligation to select or engage any financial adviser unless it shall have been indemnified and/or secured and/or prefunded to its satisfaction). Application of Proceeds The Intercreditor Agreement provides that secured parties may only benefit from Recoveries (as defined herein) to the extent that the liabilities of such secured parties has the benefit of the guarantees or security under which such Recoveries are received and provided that, in all cases, the rights of such secured parties shall in any event be subject to the priorities set out in this section. This shall not prevent a Senior Secured Creditor benefiting from such Recoveries where it was not legally possible for the Senior Secured Creditor to obtain the relevant guarantees or security. Order of Application The Intercreditor Agreement provides that all amounts from time to time received or recovered by the Security Agent pursuant to the terms of any debt document or in connection with the realization or enforcement of all or any part of the security (for the purposes of this Application of Proceeds section and the Equalization of the Senior Secured Creditors section, the Recoveries ) shall be applied by the Security Agent at any time as the Security Agent (in its discretion) sees fit, to the extent permitted by applicable law (and subject to the provisions of this Application of Proceeds section), in the following order of priority: (i) (ii) (iii) in discharging any sums owing to the Senior Facility Agent (in respect of the amounts due to the Senior Facility Agent), any Senior Creditor Representative (in respect of amounts due to the Senior Creditor Representative), any Senior Parent Creditor Representative (in respect of amounts due to the Senior Parent Creditor Representative) or any amounts due to the Senior Notes Trustee or amounts due to the Senior Parent Notes Trustee, or any sums owing to the Security Agent, any receiver or any delegate on a pro rata and pari passu basis; in payment of all costs and expenses incurred by any agent, Primary Creditor or Operating Facility Lender in connection with any realization or enforcement of the security taken in accordance with the terms of the Intercreditor Agreement or any action taken at the request of the Security Agent under clause 8.6 of the Intercreditor Agreement; in respect of Recoveries resulting from the realization or enforcement of all or any part of the security or a transaction in lieu thereof, in payment to: (A) the Senior Facility Agent on its own behalf and on behalf of the senior arrangers and the Senior Lenders; 159

180 (B) the Hedge Counterparties; and (C) the Operating Facility Lenders; for application towards the discharge of: (I) (II) (III) the liabilities of the Debtors owing to the arrangers under or in connection with the Senior Facilities and the Senior Lender Liabilities (in accordance with the terms of the finance documents relating to the Senior Facilities); the Hedging Liabilities (on a pro rata basis between the Hedging Liabilities of each Hedge Counterparty); and the Operating Facility Liabilities (on a pro rata basis between the Operating Facility Liabilities of each Operating Facility Lender); on a pro rata basis and pari passu between the immediately preceding paragraphs (I) to (III) above and subsequently (but only when all of the liabilities referred to in paragraphs (I) to (III) above have been repaid and discharged in full) in payment to: (D) the senior bridge agent on its own behalf and on behalf of the senior bridge arrangers and the senior bridge lenders; and (E) each Senior Notes Trustee on its own behalf and on behalf of the holders of the Senior Notes; and (F) each Senior Creditor Representative on its own behalf and on behalf of the arrangers with respect to the Permitted Senior Financing Debt and the Permitted Senior Financing Creditors; and for application towards the discharge of: (I) (II) (III) the liabilities of the Debtors owed to the bridge arrangers under or in connection with the bridge finance documents; the Senior Notes liabilities (other than sums owing to the Security Agent) (in accordance with the terms of the Senior Notes finance documents); the liabilities of the Debtors owed to the arrangers of the Permitted Senior Financing Debt and the Permitted Senior Financing Liabilities (other than the liabilities owing to a Senior Creditor Representative) (in accordance with the terms of the Permitted Senior Financing Documents and, if there is more than one Permitted Senior Financing Agreement, on a pro rata basis between the Permitted Senior Financing Debt in respect of each Permitted Senior Financing Agreement); on a pro rata basis and pari passu between the immediately preceding paragraphs (IV) to (VI) above: (iv) in respect of Recoveries not referred to in paragraph (iii) above, in payment to: (A) the Senior Facility Agent on its own behalf and on behalf of the senior arrangers and the Senior Lenders; (B) the Hedge Counterparties; (C) the Operating Facility Lenders (on a pro rata basis between the Operating Facility Liabilities of each Operating Facility Lender); (D) the senior bridge agent on its own behalf and on behalf of the senior bridge arrangers and the senior bridge lenders; 160

181 (E) each Senior Notes Trustee on its own behalf and on behalf of the holders of the Senior Notes; and (F) each Senior Creditor Representative on its own behalf and on behalf of the arrangers with respect to the Permitted Senior Financing Debt and the Permitted Senior Financing Creditors, for application towards the discharge of: I. the liabilities of the Debtors owed to the senior arrangers under or in connection with the Senior Facilities and the Senior Lender Liabilities (in accordance with the terms of the finance documents in relation to the Senior Facilities); II. the Hedging Liabilities (on a pro rata basis between the Hedging Liabilities of each Hedge Counterparty); III. the Operating Facility Liabilities (on a pro rata basis between the Operating Facility Liabilities of each Operating Facility Lender); IV. the senior bridge arranger liabilities and the senior bridge liabilities (in accordance with the terms of the senior bridge finance documents); V. the Senior Notes liabilities (other than sums owing to the Security Agent) (in accordance with the terms of the Senior Notes finance documents); and VI. the Permitted Senior Financing Arranger Liabilities and the Permitted Senior Financing Liabilities (other than the Permitted Senior Financing Agent Liabilities) (in accordance with the terms of the Permitted Senior Financing Documents and, if there is more than one Permitted Senior Financing Agreement, on a pro rata basis between the Permitted Senior Financing Debt in respect of each Permitted Senior Financing Agreement), on a pro rata basis and pari passu between paragraphs (I) to (VI) above; (v) in payment to: (A) each Senior Parent Notes Trustee on its own behalf and on behalf of the Senior Parent Noteholders; and (B) each Senior Parent Creditor Representative on its own behalf and on behalf of the arrangers under the Permitted Parent Financing Debt and the Permitted Parent Financing Creditors, for application towards the discharge of: (I) (II) the Senior Parent Notes liabilities (other than any sums owing to the Security Agent) (in accordance with the terms of the Senior Parent Notes finance documents); and the liabilities of the Debtors owed to the arrangers of the Permitted Parent Financing Debt and the Permitted Parent Financing Liabilities (other than the liabilities owing to a Senior Parent Creditor Representative) (in accordance with the terms of the Permitted Parent Financing Documents and, if there is more than one Permitted Parent Financing Agreement, on a pro rata basis between the Permitted Parent Financing Debt in respect of each Permitted Parent Financing Agreement), on a pro rata basis and pari passu between the immediately preceding paragraphs (I) and (II) above; 161

182 The Security Agent is authorized under the Intercreditor Agreement to hold any non-cash consideration received or recovered in connection with the realization or enforcement of all or any part of the security until cash is received for any such non-cash consideration, provided that the Security Agent may distribute any such non-cash consideration to a Secured Party which has agreed, on terms satisfactory to the Security Agent, to receive such non-cash consideration and the liabilities owed to that Secured Party shall be reduced by an amount equal to the value of that non-cash consideration upon receipt by that Secured Party of that non-cash consideration. Liabilities of the Senior Parent Debt Issuer Subject to the provisions of the Intercreditor Agreement, all amounts from time to time received or recovered by the Security Agent from or in respect of the Senior Parent Debt Issuer pursuant to the terms of any debt document (other than in connection with the realization or enforcement of all or any part of the security) shall be held by the Security Agent on trust to apply them at any time as the Security Agent (in its discretion) sees fit, to the extent permitted by applicable law in the following order of priority: (i) (ii) (iii) (iv) (v) in accordance with paragraph (i) of the section captioned Order of Application ; in accordance with paragraph (ii) of the section captioned Order of Application ; in accordance with paragraphs (iv) and (v) of the section captioned Order of Application, provided that payments will be made on a pro rata basis and pari passu between each of the payments referred to in paragraphs (iv) and (to the extent relating to Liabilities in respect of Senior Parent Notes and/or Permitted Parent Financing Debt where the relevant Senior Parent Debt Issuer is the issuer or, as the case may be, the borrower) (v); if none of the Debtors is under any further actual or contingent liability under any Secured Debt Document, in payment to any person to whom the Security Agent is obliged to pay in priority to any Debtor; and the balance, if any, in payment to the relevant Debtor or, as the case may be, Additional Security Provider. Equalization of the Senior Secured Creditors The Intercreditor Agreement provides that if, for any reason, any Senior Liabilities or any Operating Facility Liabilities remain unpaid after the enforcement date and the resulting losses are not borne by the Senior Secured Creditors and the Operating Facility Lenders in the proportions which their respective exposures at the enforcement date bore to the aggregate exposures of all the Senior Secured Creditors and the Operating Facility Lenders at the enforcement date (or, in the case of Recoveries resulting from the realization or enforcement of all or any part of the security or a transaction in lieu thereof, in a manner reflecting the order of priority contemplated in the section captioned Application of Proceeds Order of Application ), the Senior Secured Creditors and the Operating Facility Lenders will make such payments among themselves as the Security Agent shall require to put the Senior Secured Creditors and the Operating Facility Lenders in such a position that (after taking into account such payments) those losses are borne in those proportions (or, as the case may be, to otherwise reflect the order of priority contemplated in the section captioned Application of Proceeds Order of Application ). Group Pushdown The Intercreditor Agreement provides that on, in contemplation of, or after, an IPO (an IPO Event ) of Parent or any of its holding companies (the IPO Entity ), at Parent s option: (i) (ii) the Group shall comprise only the IPO Entity and its Restricted Subsidiaries from time to time; the IPO Entity shall take on Parent s role under the Intercreditor Agreement; 162

183 (iii) (iv) (v) (vi) none of the representations, warranties, undertakings or other provisions of the Intercreditor Agreement shall apply to any Holding Company of the IPO Entity (whether in its capacity as a Debtor or otherwise); no event, matter or circumstance relating to any Holding Company of the IPO Entity (whether in its capacity as a Debtor or otherwise) shall, or shall be deemed to, directly or indirectly constitute or result in a breach of any representation, warranty, undertaking or other term of the Intercreditor Agreement or a default or an event of default; each Holding Company of the IPO Entity (and each Additional Security Provider holding shares or an equivalent ownership interest in the IPO Entity or a Holding Company of the IPO Entity) shall be irrevocably and unconditionally released from all obligations under the Intercreditor Agreement and the security documents (including any security granted by any such Holding Company or Additional Security Provider); and unless otherwise notified by Parent: (A) each person which is party to the Intercreditor Agreement as an investor shall be irrevocably and unconditionally released from the Intercreditor Agreement and all obligations and restrictions under the Intercreditor Agreement (and from the date specified by Parent that person shall cease to be party to the Intercreditor Agreement as an Investor and shall have no further rights or obligations under the Intercreditor Agreement as an investor); and (B) there shall be no obligation or requirement for any person to become party to the Intercreditor Agreement as an investor, such amendments being a Group Pushdown. In the event that any person is released from or does not become party to the Intercreditor Agreement as an investor as a consequence of the above paragraph, any term of any debt document which requires or assumes that any person be an investor or that any liabilities or obligations to such person be subject to the Intercreditor Agreement or otherwise subordinated shall cease to apply. Parent must provide written notice to the Security Agent in order to implement a Group Pushdown. Such a notice may be revoked prior to the IPO Event to which it relates provided that (where requested by an Instructing Group) any security which was released is reinstated and any investor which was released from its obligations under the Intercreditor Agreement accedes again. The parties to the Intercreditor Agreement shall be required to enter into any amendment to or replacement of it and/or take such other action as is required by Parent to facilitate or reflect any of the matters contemplated by the preceding paragraph and the Security Agent is irrevocably authorized to promptly execute any release or other document and/or take such other action under or in relation to any Debt Document (or any asset subject or expressed to be subject to any security document) as is requested in order to complete, implement or facilitate such matters. Required Consents The Intercreditor Agreement provides that, subject to certain exceptions, it and/or a security document may be amended or waived only with the written consent of: (i) (ii) if the relevant amendment or waiver (the Proposed Amendment ) is prohibited by the Senior Facilities Agreement, the Senior Facility Agent (acting on the instructions of the requisite Senior Lenders in accordance with the applicable provisions of the Senior Facilities Agreement); if any Senior Notes have been issued and the Proposed Amendment is prohibited by the terms of the relevant Senior Notes Indenture, the Senior Notes Trustee; 163

184 (iii) (iv) (v) (vi) (vii) (viii) (ix) if any Permitted Senior Financing Debt has been incurred and the Proposed Amendment is prohibited by the terms of the relevant Permitted Senior Financing Agreement, the Senior Creditor Representative in respect of that Permitted Senior Financing Debt (if applicable, acting on the instructions of the Majority Permitted Senior Financing Creditors); if any Senior Parent Notes have been issued and the Proposed Amendment is prohibited by the terms of the relevant Senior Parent Notes Indenture, the Senior Parent Notes Trustee; if any Permitted Parent Financing Debt has been incurred and the Proposed Amendment is prohibited by the terms of the relevant Permitted Parent Financing Agreement, the Senior Parent Creditor Representative in respect of that Permitted Parent Financing Debt (if applicable, acting on the instructions of the Majority Permitted Parent Financing Creditors); if a Hedge Counterparty is providing hedging to a Debtor under a hedging agreement, that Hedge Counterparty (in each case only to the extent that the relevant amendment or waiver adversely affects the continuing rights and/or obligations of that Hedge Counterparty and is an amendment or waiver which is expressed to require the consent of that Hedge Counterparty under the applicable hedging agreement, as notified by the Parent to the Security Agent at the time of the relevant amendment or waiver); if an Operating Facility Lender is providing one or more facility to a Debtor under an Operating Facility Document, that Operating Facility Lender (in each case only to the extent that the relevant amendment or waiver adversely affects the continuing rights and/or obligations of that Operating Facility Lender and is an amendment or waiver which is expressed to require the consent of that Operating Facility Lender under the applicable Operating Facility Document, as notified by the Parent to the Security Agent at the time of the relevant amendment or waiver); the investors (as permitted under the Intercreditor Agreement); and the Parent. Notwithstanding the foregoing, any amendment or waiver of any Secured Debt Document that is made or effected in connection with any Debt Refinancing (see Bridge Facility Agreement Debt Refinancing ), any incurrence of additional and/or refinancing debt (as referred to in Ranking and Priority Additional and/or Refinancing Debt ) or Non-Distressed Disposal (see Proceeds of Disposals Non-Distressed Disposals ) or in connection with any other provision of any Secured Debt Document (provided that such amendment or waiver is not expressly prohibited by the terms of any other Secured Debt Document) shall be binding on all parties to the Intercreditor Agreement. The Intercreditor Agreement or a security document may be amended by the Parent and the Security Agent without the consent of any other party, to cure defects, resolve ambiguities or reflect changes in each case of a minor technical or administrative nature or as otherwise for the benefit of all or any of the Secured Parties. Any amendment, waiver or consent which relates only to the rights or obligations applicable to creditors under a particular Debt Financing Agreement (and which does not materially and adversely affect the rights or interests of creditors under other Debt Financing Agreements) may be approved with only the consent of the agent in respect of that Debt Financing Agreement and the Parent. Amendments and Waivers: Security Documents Subject to the paragraph below and to certain exceptions under the Intercreditor Agreement and unless the provisions of any debt document expressly provide otherwise, the Security Agent may, if authorized by an Instructing Group, and if the Parent consents, amend the terms of, waive any of the requirements of or grant consents under, any of the security documents which shall be binding on each party. Subject to the second and third paragraphs of the section captioned Exceptions below, any amendment or waiver of, or consent under, any security document which would adversely affect the nature or scope of the charged property or the manner in which the proceeds of enforcement of the security are distributed requires approval as set out under the section captioned Required Consents. 164

185 Exceptions Subject to the following paragraph of this Exceptions section, an amendment, waiver or consent which adversely relates to the express rights or obligations of an agent, an arranger or the Security Agent (in each case in such capacity) may not be effected without the consent of that agent, that arranger or the Security Agent (as the case may be) at such time. The foregoing shall not apply: to any release of security, claim or liabilities; or to any consent, which, in each case, the Security Agent gives in accordance with the provisions set out in the caption Proceeds of Disposals above. The first paragraph of this Exceptions section shall apply to an arranger only to the extent that the arranger liabilities are then owed to that arranger. Agreement to Override Unless expressly stated otherwise in the Intercreditor Agreement, the Intercreditor Agreement overrides anything in the debt documents to the contrary. Ancillary Facilities and other loans and borrowings We have certain medium term committed and short term uncommitted facilities in place for general corporate purposes and to meet working capital needs (on a bilateral basis between the Company and the local bank providing such facilities). It is anticipated that these will either be replaced or be extended (in time and value). Further, as adjusted for the indebtedness incurred by the Parent in connection with the Original Notes issued to finance the Acquisition and the Additional Fixed Rate Notes issued to finance certain of our 2015 Acquisitions and for the general corporate purposes, we have 42.3 million of other debt outstanding, out of which 37.7 million related to certain interest bearing loans and borrowings, and which also reflects the aggregate amount of third-party debt (net of overdrafts) outstanding at Coler, the German entity we recently acquired. In addition, we have 4.6 million in finance leases outstanding. See Capitalization. Coler Indebtedness Overview and Structure Prior to its acquisition by us, Coler had entered into various bilateral loan agreements with eight German banks (Bremer Landesbank Kreditanstalt Oldenburg, Commerzbank Aktiengesellschaft, Rheinland- Pfalz Bank, Sparkasse Bremen AG, Sparkasse Dortmund, Sparkasse Muensterland Ost, Volksbank Muenster and WGZ Bank) (the German Loans ). As of December 31, 2015, a 40.1 million principal amount was outstanding under the German Loans (out of which 11.6 million is fully secured by the cash proceeds that were received by Coler from a sale of certain real estate assets as well as a business carve out). The proceeds of the German Loans were used by Coler, among other things, to finance real property as well as working capital requirements. The interest rates and the terms of the German Loans vary, depending on the nature as well as the maturity of the relevant loan, and some of the German Loans bear interest at EURIBOR plus an applicable margin. Certain of the German Loans provide for regular amortization payments (e.g., on a quarterly basis) in aggregate amount of approximately 1.4 million per year. To the extent the German Loans are granted for working capital purposes, they may be drawn by Coler by way of overdraft facilities, as short term loans or as bank guarantees (Avalfazilitäten). 165

186 Collateral Pool Agreement In addition to the bilateral loan agreements, the German Loans are also governed by a collateral pooling and covenant agreement (Sicherheitenpool, Covenant- und Pflichtenvereinarung) dated June 26, 2013, with Bremer Landesbank Kreditanstalt Oldenburg, acting as the pool leader (the Collateral Pool Agreement ). In the Collateral Pool Agreement, (i) the various pool banks have agreed to share the security granted by Coler (comprising land charges as well as security over receivables and moveable fixed and current assets) and (ii) Coler and the various pool banks have agreed on a number of covenants (including financial covenants). In particular, Coler has agreed to maintain certain equity ratios (amounting, e.g., to 13.5% as of December 31, 2015 and 14% from June 30, 2016) and minimum equity amounts (amounting, e.g., to 10 million as of December 31, 2015 and million from June 30, 2016). In addition, Coler has agreed to maintain a borrowing base of 105% (calculated as the ratio between certain current assets and liabilities). In the event of a breach of covenant, the pool banks are entitled to request further security. If the requested security is not granted within a period of three months, the pool banks may terminate the pool loans. In each such case, the banks decisions require a majority of 66.67% among them, calculated on the basis of the loan amounts. In addition, the Collateral Pool Agreement provides that 35% of the annual surplus of Coler shall be contributed to its capital reserve (Kapitalrücklage) if such surplus amounts to 2.5 million or less, and that 25% of the annual surplus exceeding the aforementioned amount shall be contributed to Coler s capital reserve (Kapitalrücklage). The Collateral Pool Agreement (as well as certain loan agreements), contains a change of control provision which required that Mr. Fabian Roberg remain the sole limited partner of Coler. If this were no longer the case, the banks can request additional security and (if the requested security is not granted within a reasonable period of time) they are (with a majority of 66.67%) entitled to accelerate the pool loans. Following our acquisition of Coler, Mr. Fabian Roberg no longer holds a partnership interest in Coler. The pool banks have not requested any additional security on the basis of the Collateral Pool Agreement, and we are in negotiations with the pool banks to confirm a formal waiver of any rights under the aforementioned provision. Pursuant to the Collateral Pool Agreement, Coler is under an obligation to obtain the pool banks prior approval for a disposal of any material business, shares or assets. However, the pool banks may withhold their approval only for an important reason. In addition, Coler may not incur additional financial indebtedness other than as permitted under the Collateral Pool Agreement (except for leasing obligations in an amount of up to 6 million). Hedging Obligations We expect to manage certain floating rate and currency exchange rate risk by hedging our exposure through interest rate and cross currency swaps. See Management s Discussion and Analysis of Financial Condition and Results of Operations Quantitative and qualitative disclosure of market risks. Notes Proceeds Loans and Funding Loans Original Notes Proceeds Loan On December 1, 2014, the Issuer, as lender, entered with Alliance Automotive Investment, as borrower, into the Original Notes Proceeds Loan pursuant to which the Issuer lent the net proceeds of the offering of the Original Notes to Alliance Automotive Investment. The Original Notes Proceeds Loan allowed the borrowers to repay certain of its indebtedness outstanding under the Existing Senor Facilities Agreement, plus accrued and unpaid interest and related fees and repayment costs up to and including December 1, The maturity date of the Original Notes Proceeds Loan is on the scheduled maturity date of the Original Notes. Additionally, the instruments governing the Original Notes Proceeds Loan permit the relevant borrowers and the Issuer or Alliance Automotive Investment, as applicable, to amend the terms of such Original Notes Proceeds Loan, including with respect to the scheduled maturity date, the rate of interest payable thereunder as well as interest payment dates. 166

187 The Issuer s and Alliance Automotive Investment s payment right under the Original Notes Proceeds Loan is pledged (or assigned by way of security) on a first-priority basis to secure the obligations under the Original Notes, the Note Guarantees and the Revolving Credit Facility. The Original Notes Proceeds Loan is governed by English law. The Additional Notes Proceeds Loan and the related funding loans On May 13, 2015, the Issuer, as lender, entered with Alliance Automotive Investment, as borrower, into the Additional Notes Proceeds Loan pursuant to which the Issuer lent the net proceeds of the offering of the Additional Fixed Rate Notes to Alliance Automotive Investment. On May 13, 2015, Alliance Automotive Investment in turn entered into funding loans with AAG, AAF and AAUK as borrowers, to on-lend the proceeds of the Additional Notes Proceeds Loan. These funding loans comprised of: (i) (ii) (iii) an intercompany loan dated May 13, 2015 in an aggregate principal amount of approximately 11 million, by and between, Alliance Automotive Investment, as lender, and AAG, as borrower; an intercompany loan dated May 13, 2015 in an aggregate principal amount of approximately 27 million, by and between, Alliance Automotive Investment, as lender, and AAF, as borrower; and an intercompany loan dated May 13, 2015 in an aggregate principal amount of approximately 10 million, by and between, Alliance Automotive Investment, as lender, and AAUK, as borrower. Interest on the Additional Notes Proceeds Loans and the related funding loans accrue at a rate that we anticipate will not be lower than the interest rate applicable to the Additional Fixed Rate Notes. Interest payments received by the Issuer in connection with the Additional Notes Proceeds Loans, and by Alliance Automotive Investment in connection with the funding loans, are used to service interest payments in respect of the Additional Fixed Rate Notes. The maturity dates of the Additional Notes Proceeds Loans and the funding loans are on or after the scheduled maturity date of the Additional Fixed Rate Notes. Additionally, the instruments governing the Additional Notes Proceeds Loans and the related funding loans permit the relevant borrowers and the Issuer or Alliance Automotive Investment, as applicable, to amend the terms of such Additional Notes Proceeds Loan and funding loans, including with respect to the scheduled maturity date, the rate of interest payable thereunder as well as interest payment dates. The Issuer s and Alliance Automotive Investment s rights under the Additional Notes Proceeds Loans and the funding loans, as applicable, are pledged (or assigned by way of security) on a first-priority basis to secure the obligations under the Additional Fixed Rate Notes, the Note Guarantees and the Revolving Credit Facility. The Additional Notes Proceeds Loan and the related funding loans are governed by English law. The New Notes Proceeds Loan On the Issue Date, the Issuer, as lender, will enter with Alliance Automotive Investment, as borrower, into the New Notes Proceeds Loan pursuant to which the Issuer will lend the net proceeds of the Offering to Alliance Automotive Investment. Interest on the New Notes Proceeds Loans accrues at a rate that we anticipate will not be lower than the interest rate applicable to the Notes. Interest payments received by the Issuer in connection with the New Notes Proceeds Loans will be used to service interest payments in respect of the Notes. The maturity dates of the Additional Notes Proceeds Loans will be on or after the scheduled maturity date of the Notes. Additionally, the instruments governing the New Notes Proceeds Loans permit the Issuer and Alliance Automotive Investment to amend the terms of such New Notes Proceeds Loan, including with respect to the scheduled maturity date, the rate of interest payable thereunder as well as interest payment dates. The Issuer s and Alliance Automotive 167

188 Investment s rights under the New Notes Proceeds Loans are pledged (or assigned by way of security) on a firstpriority basis to secure the obligations under the Notes, the Note Guarantees and the Revolving Credit Facility. The New Notes Proceeds Loan will be governed by English law. 168

189 DESCRIPTION OF THE NOTES The 70,000,000 aggregate principal amount of 6.25% Senior Secured Notes due 2021 (the Additional Fixed Rate Notes ) will be issued by Alliance Automotive Finance plc (formerly Alize Finco plc), a public limited company incorporated under the laws of England and Wales (the Issuer ), and will be guaranteed on a senior secured basis by its direct parent, Alliance Automotive Holding Limited (formerly Alize Midco Limited), a private limited company organized under the laws of England and Wales (the Company ), Alliance Automotive Investment Limited (formerly Alize Bidco Limited), a private limited company organized under the laws of England and Wales ( Bidco ) and Poinsetia Participations S.A. ( Target ), Alliance Automotive Participations S.A. ( Luxco ), Alliance Automotive Group S.A.S ( AAG ), Alliance Automotive France S.A.S. ( AAF ), Plateforme Préférence Grand Est (formerly CAR Distribution S.A.S.), TPA S.A.S., Alliance Automotive UK Limited, Alliance Automotive UK CV Limited, Alliance Automotive UK LV Limited, Group Auto Union UK and Ireland Limited and Prime Motor Factors Limited. The Issuer will issue the Additional Fixed Rate Notes under an indenture dated as of November 19, 2014 (the Indenture ), among, inter alios, the Issuer, the Company and Wilmington Trust, National Association, as trustee (the Trustee ). Pursuant to the Indenture, the Issuer issued on November 19, 2014, 225,000,000 aggregate principal amount of 6.25% Senior Secured Notes due 2021 (the Original Fixed Rate Notes ) and 100,000,000 aggregate principal amount of Floating Rate Senior Secured Notes due 2021 (the Floating Rate Notes, and together with the Original Fixed Rate Notes, the Original Notes ). Pursuant to the Indenture, the Issuer issued on May 13, 2015, a further 65,000,000 aggregate principal amount of 6.25% Senior Secured Notes due 2021 (the 2015 Additional Fixed Rate Notes, and together with the Original Fixed Rate Notes and the Additional Fixed Rate Notes, the Fixed Rate Notes ). The Fixed Rate Notes and the Floating Rate Notes will constitute a single class of debt securities for all purposes under the Indenture, including with respect to waivers and amendments, except as otherwise specified in the Indenture. The Additional Fixed Rate Notes will be issued in private transactions that are not subject to the registration requirements of the Securities Act. See Transfer Restrictions. Unless the context otherwise requires, in this Description of the Notes and the Indenture, (i) the term Issuer refers only to Alliance Automotive Finance plc and any successor obligor to Alliance Automotive Finance plc on the Notes (as defined below), and not to any of its Subsidiaries or to its direct parent, Company, (ii) the term Company refers only to Alliance Automotive Holding Limited and any successor obligor to Alliance Automotive Holding Limited on its guarantee of the Notes and not to any of its Subsidiaries, (iii) the term Bidco refers only to Alliance Automotive Investment Limited and any successor obligor to Alliance Automotive Investment Limited on its guarantee of the Notes and not to any of its Subsidiaries, (iv) the guarantee provided by the Company is referred to herein as the Parent Guarantee, (v) the Guarantors that are Restricted Subsidiaries of the Issuer are referred to herein as the Subsidiary Guarantors, and each guarantee provided by such a Subsidiary Guarantor, a Subsidiary Guarantee and (vi) the term Notes collectively refers to the Additional Fixed Rate Notes, the 2015 Additional Fixed Rate Notes, the Original Notes and any Additional Notes (as defined below). You can find the definitions of certain other terms used in this description under Certain Definitions. Except as set forth below, the Additional Fixed Rate Notes have the same ISINs (as defined below) and common code numbers as, and are fungible with, the Original Fixed Rate Notes and the 2015 Additional Fixed Rate Notes. The Additional Fixed Rate Notes sold in reliance on Regulation S under the Securities Act have been issued bearing temporary international securities identification numbers ( ISINs ) and temporary common codes that differ from the ISINs and common codes assigned to the Original Fixed Rate Notes and the 2015 Additional Fixed Rate Notes offered in reliance upon Regulation S, and will also bear an applicable restrictive legend referred to under the heading Transfer Restrictions in these listing particulars. In respect of the Additional Fixed Rate Notes offered in reliance upon Regulation S, the applicable temporary ISIN and temporary common code will be replaced with the original ISIN and original common code borne by the Original Fixed Rate Notes and the 2015 Additional Fixed Rate Notes sold in reliance on Regulation S, and the Regulation S restrictive legend (referred to in paragraph (4) under the heading Transfer Restrictions in these listing particulars) will be removed at the earlier of (x) 40 days after the Additional Fixed Rate Notes Issue Date and (2) the earliest date or dates permitted under U.S. federal securities laws. Following the replacement of the applicable temporary ISINs and temporary common codes as set forth above, the Additional Fixed Rate Notes sold in reliance on Regulation S under the Securities Act will become fully fungible with the Original Fixed Rate Notes and the 2015 Additional Fixed Rate Notes offered in reliance upon Regulation S for trading purposes. 169

190 The terms of the Additional Fixed Rate Notes include those stated in the Indenture and will not incorporate provisions by reference to the Trust Indenture Act. The Additional Fixed Rate Notes are subject to all such terms pursuant to the provisions of the Indenture, and Holders of the Additional Fixed Rate Notes are referred to the Indenture for a statement thereof. The Issuer is a special purpose vehicle initially formed for the purpose of issuing the Notes and any Additional Notes (as defined below) permitted to be issued under the Indenture. The Issuer does not have any subsidiaries. The Indenture is subject to the terms of the Intercreditor Agreement and will be subject to the terms of any Additional Intercreditor Agreement (as defined below). The terms of the Intercreditor Agreement are important to understanding the terms and ranking of the Liens on the Collateral (as defined below) securing the Notes. See Description of Certain Financing Arrangements Intercreditor Agreement for a description of certain terms of the Intercreditor Agreement. The following is a summary of the material provisions of the Indenture and the Collateral Documents and does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all provisions of the Indenture and the Collateral Documents, respectively. Because this is a summary, it may not contain all the information that is important to you. You should read the Indenture and the Collateral Documents in their entirety. Copies of the Indenture and the Intercreditor Agreement are available as described under Available Information. Brief Description of the Additional Fixed Rate Notes and the Guarantees The Additional Fixed Rate Notes will be senior obligations of the Issuer, secured by the Collateral described below on a first-priority basis along with obligations under the Revolving Credit Facility, the Original Notes, the 2015 Additional Fixed Rate Notes, certain Hedging Obligations and certain other future indebtedness (although any liabilities in respect of obligations under the Revolving Credit Facility, certain Hedging Obligations and certain other future indebtedness that are secured by the Collateral, designated hereunder as Priority Payment Lien Obligations, will receive priority over the Holders with respect to any proceeds received upon any enforcement action over the Collateral); will be senior in right of payment to any Subordinated Indebtedness of the Issuer; will be effectively senior in right of payment to any existing or future unsecured obligations of the Issuer, to the extent of the value of the Collateral that is available to satisfy the obligations under the Notes; will be guaranteed by the Guarantors, which guarantees may be subject to the guarantee limitations described herein; and will benefit from a security assignment of the Issuer s rights under the Notes Proceeds Loan. The Parent Guarantee will be the senior obligation of the Company, secured by the Collateral described below on a firstpriority basis along with obligations under the Revolving Credit Facility, the Original Notes, the 2015 Additional Fixed Rate Notes and certain Hedging Obligations (although any liabilities in respect of obligations under the Revolving Credit Facility and certain Hedging Obligations that are secured by the Collateral, designated hereunder as Priority Payment Lien Obligations, will receive priority over the Holders with respect to any proceeds received upon any enforcement action over the Collateral); will be senior in right of payment to any Subordinated Indebtedness of the Company; will be senior in right of payment to any future Subordinated Shareholder Funding of the Company; 170

191 will be effectively senior to any existing or future unsecured obligations of the Company, to the extent of the value of the Collateral that is available to satisfy the obligations under the Parent Guarantee; and will be effectively senior to any existing or future obligations of the Company secured on a basis junior to the Parent Guarantee, to the extent of the value of the Collateral that is available to satisfy the obligations under the Parent Guarantee. The Subsidiary Guarantees will be the senior obligations of the relevant Subsidiary Guarantor (including Bidco), secured by the Collateral described below on a first-priority basis along with obligations under the Revolving Credit Facility, the Original Notes, the 2015 Additional Fixed Rate Notes, certain Hedging Obligations and certain other future indebtedness (although any liabilities in respect of obligations under the Revolving Credit Facility, certain Hedging Obligations and certain other future indebtedness that are secured by the Collateral, designated hereunder as Priority Payment Lien Obligations, will receive priority over the Holders with respect to any proceeds received upon any enforcement action over the Collateral); will be senior in right of payment to any Subordinated Indebtedness of the relevant Subsidiary Guarantor; will be effectively senior in right of payment to any existing or future unsecured obligations of the relevant Subsidiary Guarantor, to the extent of the value of the Collateral that is available to satisfy the obligations under the Subsidiary Guarantee; will be effectively senior in right of payment to any existing or future obligations of the relevant Subsidiary Guarantor secured on a basis junior to its Subsidiary Guarantee, to the extent of the value of the Collateral that is available to satisfy the obligations under the Notes; and will be subject to limitations described herein. Principal and Maturity The Issuer will issue 70,000,000 aggregate principal amount of Additional Fixed Rate Notes on the Additional Fixed Rate Notes Issue Date. The Additional Fixed Rate Notes will mature on December 1, The Additional Fixed Rate Notes will be issued in minimum denominations of 100,000 and in integral multiples of 1,000 in excess thereof. The rights of holders of beneficial interests in the Additional Fixed Rate Notes to receive the payments on such Notes are subject to applicable procedures of Euroclear and Clearstream. If the due date for any payment in respect of any Additional Fixed Rate Notes is not a Business Day at the place at which such payment is due to be paid, the Holder thereof will not be entitled to payment of the amount due until the next succeeding Business Day at such place, and will not be entitled to any further interest or other payment as a result of any such delay. Interest Interest on the Additional Fixed Rate Notes will accrue at the rate of 6.25% per annum and will be payable, in cash, semi-annually in arrears on June 1 and December 1 of each year, commencing on June 1, 2016, to Holders of record on the immediately preceding May 15 and November 15, respectively. Interest on the Additional Fixed Rate Notes will accrue from December 1, Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. Each interest period shall end on (but not include) the relevant interest payment date. Additional Notes From time to time, subject to the Issuer s compliance with the covenants described under the headings Certain Covenants Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and 171

192 Preferred Stock and Certain Covenants Liens, the Issuer is permitted to issue additional Notes, which shall have terms substantially identical to the Notes except in respect of any of the following terms which shall be set forth in an Officer s Certificate delivered by the Issuer to the Trustee ( Additional Notes ): (1) whether such Additional Notes are additional Fixed Rate Notes or additional Floating Rate Notes; (2) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to the Indenture; (3) the date or dates on which such Additional Notes have been issued and will mature; (4) the rate or rates (which may be fixed or floating) at which such Additional Notes shall bear interest and, if applicable, the interest rate basis, formula or other method of determining such interest rate or rates, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable or the method by which such dates will be determined, the record dates for the determination of holders thereof to whom such interest is payable and the basis upon which such interest will be calculated; (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part; (6) if other than denominations of 100,000 and in integral multiples of 1,000 in excess thereof, the denominations in which such Additional Notes shall be issued and redeemed; and (7) the ISIN, common code or other securities identification numbers with respect to such Additional Notes. Such Additional Notes will be treated, along with all other Notes, as a single class for the purposes of the Indenture with respect to waivers, amendments and all other matters which are not specifically distinguished for such series. Additional Notes may also be designated as additional Fixed Rate Notes or additional Floating Rate Notes, but only if having terms substantially identical in all material respect to the Original Fixed Rate Notes or the Floating Rate Notes, respectively. The Original Fixed Rate Notes, the 2015 Additional Fixed Rate Notes, the Additional Fixed Rate Notes and any additional Fixed Rate Notes shall be deemed to form one series. The Floating Rate Notes and any additional Floating Rate Notes shall be deemed to form one series. Unless the context otherwise requires, for all purposes of the Indenture and this Description of the Notes, (i) references to the Fixed Rate Notes shall be deemed to include the Additional Fixed Rate Notes, the 2015 Additional Fixed Rate Notes, the Original Fixed Rate Notes as well as any additional Fixed Rate Notes and (ii) references to the Floating Rate Notes shall be deemed to include the Floating Rate Notes as well as any additional Floating Rate Notes. However, in order for any Additional Notes to have the same ISIN, CUSIP or common code, as applicable, as the Fixed Rate Notes or the Floating Rate Notes (as the case may be) initially issued on the Issue Date, such Additional Notes must be fungible with the Notes for U.S. federal income tax purposes. Methods of Receiving Payments on the Notes Principal, premium, if any, interest and Additional Amounts (defined below), if any, on the Global Notes (as defined below) will be payable at the specified office or agency of one or more Paying Agents; provided, that all such payments with respect to Notes represented by one or more Global Note registered in the name of or held by a nominee of Euroclear or Clearstream, as applicable, will be made by wire transfer of immediately available funds to the account specified by the Holder or Holders thereof. Principal, premium, if any, interest and Additional Amounts, if any, on any certificated securities ( Definitive Registered Notes ) will be payable at the specified office or agency of one or more Paying Agents in the City of London maintained for such purposes. In addition, interest on the Definitive Registered Notes may be paid by check mailed to the Person entitled thereto as shown on the register for the Definitive Registered Notes. See Paying Agent and Registrar for the Notes. Paying Agent and Registrar for the Notes The Issuer will maintain one or more paying agents (each, a Paying Agent ) for the Notes, including in the City of London (the Principal Paying Agent ). The Issuer will also maintain a paying agent in a 172

193 member state of the European Union that will not be obliged to withhold or deduct tax pursuant to the European Council Directive 2003/48/EC regarding the taxation of savings income (the Directive ). The initial Principal Paying Agent for the Notes will be Deutsche Bank AG, London Branch in the City of London. The Issuer will also maintain one or more registrars (each, a Registrar ) and one or more transfer agents in a member state of the European Union. The initial Registrar and transfer agent will be Deutsche Bank Luxembourg S.A. The Registrar will maintain a register reflecting ownership of the Global Note and Definitive Registered Notes (as defined herein) outstanding from time to time (the Register ) and the transfer agent will facilitate transfer of Definitive Registered Notes on behalf of the Issuer. The Issuer may change any Paying Agent, Registrar or Transfer Agent for the Notes without prior notice to the Holders of the Notes. The Issuer or any of its Subsidiaries may act as Paying Agent or Registrar in respect of the Notes. For so long as the Notes are listed on the Official List of the Irish Stock Exchange and admitted for trading on the Global Exchange Market thereof and the rules of the Irish Stock Exchange so require, the Issuer will publish a notice of any change of Paying Agent, Registrar or Transfer Agent in a newspaper having a general circulation in Dublin, Ireland (which is expected to be The Irish Times) or, to the extent and in the manner permitted by such rules, post such notice on the official website of the Irish Stock Exchange ( Transfer and Exchange The Additional Fixed Rate Notes will initially be issued in the form of registered notes in global form without interest coupons, as follows: The Additional Fixed Rate Notes sold within the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act ( Rule 144A ) will initially be represented by global notes in registered form without interest coupons attached (the 144A Global Notes ). The 144A Global Notes will, upon issuance, be deposited with and registered in the name of the common depositary for the accounts of Euroclear and Clearstream. The Additional Fixed Rate Notes sold outside the United States pursuant to Regulation S under the Securities Act will initially be represented by global notes in registered form without interest coupons attached (the Regulation S Global Notes and, together with the 144A Global Notes, the Global Notes ). The Regulation S Global Notes will, upon issuance, be deposited with and registered in the name of the common depositary for the accounts of Euroclear and Clearstream. Except as set forth below, the Additional Fixed Rate Notes have the same ISIN and common code numbers as, and are fungible with, the Original Fixed Rate Notes and the 2015 Additional Fixed Rate Notes. The Additional Fixed Rate Notes sold in reliance on Regulation S have been issued bearing temporary ISINs and temporary common codes that differ from the original ISINs and original common codes assigned to the Original Fixed Rate Notes and the 2015 Additional Fixed Rate Notes sold in reliance on Regulation S, and also bear an applicable restrictive legend referred to under the heading Transfer Restrictions in these listing particulars. In respect of the Additional Fixed Rate Notes offered in reliance upon Regulation S, the applicable temporary ISIN and temporary common code will be replaced with the original ISIN and original common code borne by the Original Fixed Rate Notes and the 2015 Additional Fixed Rate Notes sold in reliance on Regulation S, and the Regulation S restrictive legend (referred to in paragraph (4) under the heading Transfer Restrictions in these listing particulars) will be removed at the earlier of (x) 40 days after the Additional Fixed Rate Notes Issue Date and (2) the earliest date or dates permitted under U.S. federal securities laws. Following the replacement of the applicable temporary ISINs and temporary common codes as set forth above, the Additional Fixed Rate Notes sold in reliance on Regulation S will become fully fungible with the Original Fixed Rate Notes and the 2015 Additional Fixed Rate Notes sold in reliance on Regulation S for trading purposes. Ownership of interests in the Global Notes ( Book-Entry Interests ) will be limited to Persons that have accounts with Euroclear or Clearstream or Persons that may hold interests through such participants. Ownership of interests in the Book-Entry Interests and transfers thereof will be subject to the restrictions on transfer and certification requirements summarized below and described more fully under Transfer 173

194 Restrictions. In addition, transfers of Book-Entry Interests between participants in Euroclear or participants in Clearstream will be effected by Euroclear or Clearstream, as applicable, pursuant to customary procedures and subject to the applicable rules and procedures established by Euroclear or Clearstream, as applicable, and their respective participants. Book-Entry Interests in the 144A Global Notes (the 144A Book-Entry Interests ) may be transferred to a Person who takes delivery in the form of Book-Entry Interests in the Regulation S Global Notes (the Regulation S Book Entry Interests ) only upon delivery to the Transfer Agent by the transferor of a written certification (in the form provided in the Indenture) to the effect that such transfer is being made in accordance with Regulation S under the Securities Act. Prior to 40 days after the Additional Fixed Rate Notes Issue Date, ownership of Regulation S Book- Entry Interests will be limited to Persons that have accounts with Euroclear or Clearstream or Persons who hold interests through Euroclear or Clearstream, and any sale or transfer of such interest to U.S. Persons shall not be permitted during such period unless such resale or transfer is made pursuant to Rule 144A. Subject to the foregoing, Regulation S Book-Entry Interests may be transferred to a Person who takes delivery in the form of 144A Book- Entry Interests only upon delivery to the Transfer Agent by the transferor of a written certification (in the form provided in the Indenture) to the effect that such transfer is being made to a Person who the transferor reasonably believes is a qualified institutional buyer within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A or otherwise in accordance with the transfer restrictions described under Transfer Restrictions and in accordance with any applicable securities law of any other jurisdiction. Any Book-Entry Interest that is transferred as described in the immediately preceding paragraphs will, upon transfer, cease to be a Book-Entry Interest in the Global Note from which it was transferred and will become a Book-Entry Interest in the Global Note to which it was transferred. Accordingly, from and after such transfer, it will become subject to all transfer restrictions, if any, and other procedures applicable to Book-Entry Interests in the Global Note to which it was transferred. If Definitive Registered Notes are issued, they will be issued only in minimum denominations of 100,000 aggregate principal amount, as the case may be, and integral multiples of 1,000 in excess thereof, upon receipt by the Registrar of instructions relating thereto and any certificates, opinions and other documentation required by the Indenture. It is expected that such instructions will be based upon directions received by Euroclear or Clearstream, as applicable, from the participant that owns the relevant Book-Entry Interests. Definitive Registered Notes issued in exchange for a Book-Entry Interest will, except as set forth in the Indenture or as otherwise determined by the Issuer to be in compliance with applicable law, be subject to, and will have a legend with respect to, the restrictions on transfer summarized below and described more fully under Transfer Restrictions. Subject to the restrictions on transfer referred to above, Additional Fixed Rate Notes issued as Definitive Registered Notes may be transferred or exchanged, in whole or in part, in minimum denominations of 100,000 in aggregate principal amount and integral multiples of 1,000 in excess thereof. In connection with any such transfer or exchange, the Indenture requires the transferring or exchanging Holder to, among other things, furnish to the Registrar appropriate endorsements and transfer documents, to furnish information regarding the account of the transferee at Euroclear or Clearstream, as applicable, to furnish certain certificates and opinions, and to pay any taxes, duties and governmental charges in connection with such transfer or exchange. Any such transfer or exchange will be made without charge to the Holder, other than any taxes, duties and governmental charges payable in connection with such transfer. Notes: Notwithstanding the foregoing, the Issuer is not required to register the transfer or exchange of any (1) for a period of 15 days prior to any date fixed for the redemption of such Notes; (2) for a period of 15 days immediately prior to the date fixed for selection of such Notes to be redeemed in part; (3) for a period of 15 days prior to the record date with respect to any interest payment date applicable to such Notes; or 174

195 (4) which the Holder has tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer or an Asset Disposition Offer (each, as defined below). The Issuer, the Trustee, the Registrar and the Paying Agents will be entitled to treat the Holder as the owner of it for all purposes. Restricted Subsidiaries and Unrestricted Subsidiaries As of the date of these listing particulars, all of the Company s Subsidiaries are Restricted Subsidiaries. In the circumstances described below under Certain Definitions Unrestricted Subsidiary, the Company will be permitted to designate Restricted Subsidiaries (other than the Issuer) as Unrestricted Subsidiaries. Unrestricted Subsidiaries will not be subject to any of the restrictive covenants in the Indenture. The Original Notes Proceeds Loan and the 2015 Additional Fixed Rate Notes Proceeds Loan On the Completion Date, the Issuer entered into a proceeds loan agreement with Bidco to lend the net proceeds of the Original Notes to Bidco. Further, on May 13, 2015, the Issuer entered into a proceeds loan agreement with Bidco to lend the net proceeds of the 2015 Additional Fixed Rate Notes to Bidco. The New Notes Proceeds Loan On the Additional Fixed Rate Notes Issue Date, the Issuer will enter into a proceeds loan agreement with Bidco to lend the net proceeds of the Additional Fixed Rate Notes to Bidco (the New Notes Proceeds Loan ). The New Notes Proceeds Loan will be denominated in euro in aggregate principal amount equal to the net proceeds of the Additional Fixed Rate Notes. The New Notes Proceeds Loans will bear interest at a rate that we anticipate will not be lower than the interest rate of the respective series of Notes. Interest on the New Notes Proceeds Loan will be payable semi-annually in arrears on or prior to the corresponding dates for the payment of interest on the Notes. The agreement governing the New Proceeds Loan (the New Notes Proceeds Loan Agreement ) will provide that Bidco will pay the Issuer interest and principal due and payable on the Additional Fixed Rate Notes and any Additional Amounts due thereunder. All amounts payable under the New Proceeds Loan will be payable to such account or accounts with such Person or Persons as the Issuer may designate. The maturity date of the New Notes Proceeds Loan will be the same as the maturity date of the Notes. Except as otherwise required by law, all payments under the New Notes Proceeds Loan Agreement will be made without deductions or withholding for, or on account of, any applicable tax. In the event that Bidco is required to make any such deduction or withholding, Bidco shall gross-up each payment to the Issuer to ensure that the Issuer receives and retains a net payment equal to the payment which it would have received had no such deduction or withholding been made. The New Notes Proceeds Loan Agreement will provide that Bidco will make all payments pursuant thereto on a timely basis in order to ensure that the Issuer can satisfy its payment obligations under the Notes and the Indenture, taking into account the administrative and timing requirements under the Indenture with respect to amounts payable on the Notes. An assignment of (or to the extent not validly assigned, a fixed charge over) the Issuer s rights under the New Notes Proceeds Loan Agreement will be granted in favor of the Security Agent as part of the Collateral, as described above under Security The Collateral. Note Guarantees The obligations of the Issuer pursuant to the Notes, including any payment obligation resulting from a Change of Control (as defined below), will (subject to the Agreed Security Principles) be guaranteed, fully and unconditionally, jointly and severally on a senior secured basis, by the Company and certain subsidiaries of the Company (each, a Guarantor ). The Guarantors, the type of Note Guarantee and their respective jurisdictions of incorporation will be as follows: Alliance Automotive Holding Limited (the Company )...Parent Guarantee England 175

196 Alliance Automotive Investment Limited ( Bidco )...Subsidiary Guarantee Alliance Automotive Group S.A.S. ( AAG )...Subsidiary Guarantee Alliance Automotive France S.A.S. ( AAF )...Subsidiary Guarantee Plateforme Préférence Grand Est...Subsidiary Guarantee TPA S.A.S...Subsidiary Guarantee Poinsetia Participations S.A. ( Target )...Subsidiary Guarantee Alliance Automotive Participations S.A. ( Luxco )...Subsidiary Guarantee Alliance Automotive UK Limited...Subsidiary Guarantee Prime Motor Factors Limited...Subsidiary Guarantee Group Auto Union UK and Ireland Limited...Subsidiary Guarantee Alliance Automotive UK CV Limited...Subsidiary Guarantee Alliance Automotive UK LV Limited...Subsidiary Guarantee (incorporated on July 28, 2014) England (incorporated on July 28, 2014) France (incorporated on September 12, 2006) France (incorporated on December 13, 2011) France (incorporated on April 26, 1994) France (incorporated on September 24, 2008) Luxembourg (incorporated on December 5, 2013) Luxembourg (incorporated on December 5, 2013) England (incorporated on September 5, 1997) England (incorporated on October 9, 1979) England (incorporated on February 21, 1979) England (incorporated on December 22, 1987) England (incorporated on December 23, 1970) On a historical basis (without giving pro forma effect to the 2015 Acquisitions), Guarantors that are subsidiaries of AAG accounted for 59.6% of the net assets of AAG and its consolidated subsidiaries as of September 30, 2015 and for 40.6% of the EBITDA of AAG and its consolidated subsidiaries for the nine months ended September 30, On a historical basis (without giving pro forma effect to the 2015 Acquisitions), non-guarantor subsidiaries of AAG accounted for 40.4% of the net assets of AAG and its consolidated subsidiaries as of 176

197 September 30, 2015 and 59.4% of the EBITDA of AAG and its consolidated subsidiaries for the nine months ended September 30, In addition, as described below under Certain Covenants Limitation on Guarantees by Restricted Subsidiaries and subject to the Intercreditor Agreement and the Agreed Security Principles, each Restricted Subsidiary of the Company (other than the Issuer) that guarantees the Revolving Credit Facility or certain other indebtedness shall also enter into a supplemental indenture as a Guarantor of the Notes and accede to the Intercreditor Agreement. The Agreed Security Principles apply to the granting of guarantees and security in favor of obligations under the Revolving Credit Facility and the Notes. The Agreed Security Principles include restrictions on the granting of guarantees where, among other things, such grant would be restricted by general statutory or other legal limitations or requirements, financial assistance, corporate benefit, fraudulent preference, thin capitalization rules, retention of title claims and similar matters. Each Note Guarantee will be limited to the maximum amount that would not render the Guarantor s obligations subject to avoidance under applicable fraudulent conveyance provisions of the United States Bankruptcy Code or any comparable provision of foreign or state law, or as otherwise required under the Agreed Security Principles to comply with corporate benefit, financial assistance and other laws. By virtue of this limitation, a Guarantor s obligation under its Guarantee could be significantly less than amounts payable with respect to the Notes, or a Guarantor may have effectively no obligation under its Guarantee. See Risk Factors Risks Related to the Notes The Note Guarantees and the Notes Collateral granted by the Guarantors will be subject to certain limitations on enforcement and may be limited by applicable law or subject to certain defenses that may adversely affect their validity and enforceability and Risk Factors Risks Related to our Structure Enforcing your rights as a holder of the Notes or under the Guarantees or security across multiple jurisdictions may prove difficult or provide less protection than U.S. bankruptcy law. The Guarantee of a Guarantor will terminate and release upon: except in the case of the Parent Guarantee, a sale or other disposition (including by way of consolidation or merger) of ownership interests in the Guarantor (directly or through a parent company) such that the Guarantor does not remain a Restricted Subsidiary, or the sale or disposition of all or substantially all the assets of the Guarantor (other than to the Company or a Restricted Subsidiary), in each case, otherwise permitted by the Indenture; except in the case of the Parent Guarantee, the designation in accordance with the Indenture of the Guarantor as an Unrestricted Subsidiary; defeasance or discharge of the Notes, as provided in Defeasance and Satisfaction and Discharge ; in accordance with the provisions of the Intercreditor Agreement or any Additional Intercreditor Agreement; as described under Amendment, Supplement and Waiver ; or in the case only of the Parent Guarantee, pursuant to the provisions described below under IPO Pushdown. Substantially all the operations of the Company and the Issuer are conducted through their Subsidiaries. Claims of creditors of Subsidiaries that are not Subsidiary Guarantors, including trade creditors, secured creditors and creditors holding debt and guarantees issued by those Subsidiaries, and claims of preferred and minority stockholders (if any) of those Subsidiaries generally will have priority with respect to the assets and earnings of those Subsidiaries over the claims of creditors of the Issuer and the Guarantors, including Holders. The Notes and each Guarantee therefore will be effectively subordinated to creditors (including trade creditors) and preferred and minority stockholders (if any) of Subsidiaries of the Company other than the Issuer and the Guarantors. As of September 30, 2015, after giving effect to the Offering, the total financial liabilities of AAG and AAG s subsidiaries that will not guarantee the Notes were 23.0 million. Although the Indenture limits the incurrence of Indebtedness, Disqualified Stock and Preferred Stock of Restricted Subsidiaries, the limitation is subject to a number of significant exceptions. Moreover, the Indenture does not impose any limitation on the 177

198 incurrence by the Company or Restricted Subsidiaries of liabilities that are not considered Indebtedness, Disqualified Stock or Preferred Stock under the Indenture. See Certain Covenants Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. Security The Collateral Pursuant to the Collateral Documents entered into in connection with the issuance of the Original Notes issued on the Issue Date, the Revolving Credit Facility and the issuance of the 2015 Additional Fixed Rate Notes issued on May 13, 2015, respectively, and the additional Security Documents to be entered into on the Additional Fixed Rate Notes Issue Date, the obligations of the Issuer under the Additional Fixed Rate Notes and of the Guarantors under their Note Guarantees will be secured on an equal and ratable first-priority basis, subject to the operation of the Agreed Security Principles, certain perfection requirements and any Permitted Liens, over those of its assets listed below: (a) the entire issued Capital Stock of Bidco and the Issuer; (b) certain assets of Bidco and the Issuer pursuant to a customary fixed and floating charge debenture; (c) the issued Capital Stock of Target held by Bidco, the entire issued Capital Stock of Luxco, AAG, Alliance Automotive UK Limited, AAF, TPA S.A.S. and Plateforme Préférence Grand Est and the bonds (obligations) issued by AAG; (d) the issued Capital Stock of Financière Precisium S.A.S. held by AAF; (e) certain assets of Alliance Automotive UK Limited, Group Auto Union UK and Ireland Limited, Prime Motor Factors Limited, Alliance Automotive UK LV Limited and Alliance Automotive UK CV Limited pursuant to a customary fixed and floating charge debenture; (f) intra-group receivables of AAG, AAF, Bidco and Target; and (g) bank accounts of AAG, AAF, TPA S.A.S. and Plateforme Préférence Grand Est (collectively, the Collateral ). The Collateral has been granted in favor of the Security Agent and it shall be held by the security agent on behalf on the holders of the Additional Fixed rate Notes in accordance with the Agreed Security Principles as from the Additional Fixed Rate Notes Issue Date. Notwithstanding the foregoing, certain assets will not be pledged (or the Liens not perfected) to secure the Additional Fixed Rate Notes in accordance with the Agreed Security Principles, including: if the cost of providing security is not proportionate to the benefit accruing to the Holders; if there is material incremental cost involved in creating security over all assets of a Guarantor in a particular category of assets, only the material assets in that category will be subject to security; if providing such security requires consent before such assets may be secured or where providing such security would give a third party the right to terminate or otherwise amend any rights, benefits and/or obligations of the Company, the Issuer or any of their Subsidiaries in respect of those assets or require any of them to take any action materially adverse to their interests and where (subject to certain conditions being met) such consent cannot be obtained after the use of reasonable endeavors; if providing such security would be prohibited by applicable law, general statutory limitations, financial assistance, corporate benefit, fraudulent preference, thin capitalization or transfer pricing rules or similar matters or providing security would be outside the applicable pledgor s 178

199 capacity or conflict with fiduciary duties of directors or cause material risk of personal or criminal liability after the use of reasonable endeavors to overcome such prohibitions (if possible); if in certain jurisdictions it may be either impossible or impractical to create security over certain categories of assets, security will not be taken over such assets; if providing such security would have a material adverse effect (as reasonably determined in good faith by such Subsidiary) on the ability of such Subsidiary to conduct its operations and business in the ordinary course as otherwise permitted by the Indenture and any requirement under the Agreed Security Principles to seek consent of any Person or take or not take any other action shall be subject to this principle; no perfection action will be required in jurisdictions where a Guarantor is not located but perfection action may be required in the jurisdiction of one Guarantor in relation to security granted by another Guarantor located in a different jurisdiction and (where otherwise consistent with the Agreed Security Principles) in any supra-national registries agreed between the Company and the Security Agent from time to time; and in the case of bank accounts, if providing such security or perfecting liens thereon would require giving notice to the banks with whom the accounts are maintained, such notice will only be provided after the Notes are accelerated. The Agreed Security Principles with respect to the Notes will be interpreted and applied in good faith by the Issuer. The Collateral also secures the Original Notes, the 2015 Additional Fixed Rate Notes, the liabilities under the Revolving Credit Facility and may secure the liabilities under certain hedging arrangements, and other indebtedness (including any Additional Notes); provided that lenders under the Revolving Credit Facility, counterparties to hedging agreements and certain other lenders or creditors with claims designated hereunder as Priority Payment Lien Obligations will receive proceeds from the enforcement of the Collateral in priority to holders of the Notes. Pursuant to the Intercreditor Agreement, any liabilities in respect of obligations under the Revolving Credit Facility, any hedging obligations and any Priority Payment Lien Obligations permitted to be incurred under the covenant Certain Covenants Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock and permitted to be secured on the Collateral on a super priority basis to the Notes (see Certain Definitions Priority Payment Lien Obligations ) will receive priority over the Holders with respect to any proceeds received upon any enforcement action over any Collateral. Subject to certain conditions, including compliance with the covenant described under Certain Covenants Impairment of Security Interest, the Company is permitted to grant security over the Collateral in connection with future issuances of its Indebtedness or Indebtedness of its Restricted Subsidiaries, including any Additional Notes, in each case, as permitted under the Indenture and the Intercreditor Agreement. Any proceeds received upon any enforcement over any Collateral, after all liabilities in respect of Priority Payment Lien Obligations have been discharged from such recoveries, will be applied pro rata in payment of all liabilities in respect of obligations under the Indenture and the Notes and any other Indebtedness of the Company or its Restricted Subsidiaries permitted to be incurred and secured by the Collateral on a pari passu basis pursuant to the Indenture and the Intercreditor Agreement. No French Guarantor is acting jointly and severally with the Issuer and the other Guarantors and will be deemed to be a co-débiteur solidaire as to its obligations arising under or in connection with any such guarantee or under the Indenture. Administration of Security and Enforcement of Liens The Collateral Documents and the Collateral will be administered by the Security Agent, in each case pursuant to the Intercreditor Agreement, for the benefit of all holders of secured obligations. The enforcement of the Collateral Documents will be subject to the procedures set forth in the Intercreditor Agreement. For a description of certain terms of the Intercreditor Agreement, see Description of Certain Financing Arrangements Intercreditor Agreement. 179

200 The ability of Holders of the Notes to realize upon the Collateral will be subject to various bankruptcy law limitations in the event of the Issuer s, a Guarantor s or the relevant Collateral grantor s or provider s bankruptcy. See Risks Related to the Notes The security interests in the Notes Collateral may be limited by local law or subject to certain limitations or defenses that may adversely affect their validity and enforceability. The ability of the Security Agent to enforce the security interests in certain of the Notes Collateral may be restricted by French law. In addition, the enforcement of the Collateral will be limited to the maximum amount permitted under the Agreed Security Principles to comply with corporate benefit, financial assistance and other laws. As a result of these limitations, the enforceable amounts of the Issuer s obligation under the Notes and a Guarantor s obligation under its Guarantee could be significantly less than the total amounts payable with respect to the Notes, or a Guarantor may have effectively no obligation under its Guarantee of the Notes. See Limitations on Validity and Enforceability of the Note Guarantees and the Security Interests and Certain Insolvency Law Considerations. The Collateral Documents have been, or will be entered into by the relevant security provider and the Security Agent to the extent permitted by applicable laws. In certain jurisdictions due to the laws and other jurisprudence governing the creation and perfection of security interests, the relevant Collateral Documents may provide for the creation of parallel debt obligations in favor of the Security Agent, and certain security interests in such jurisdictions may secure the parallel debt (and not the Indebtedness under the Notes, the Guarantees and the other secured obligations). The parallel debt construct has not been tested under the laws of France and in a number of other jurisdictions. See Risk Factors Risks Related to the Notes The security interests in the Notes Collateral may be limited by local law or subject to certain limitations or defenses that may adversely affect their validity and enforceability. The ability of the Security Agent to enforce the security interests in certain of the Notes Collateral may be restricted by French law. Subject to the terms of the Collateral Documents, the Issuer, the Guarantors and the other relevant providers or grantors of the Collateral will have the right to remain in possession and retain exclusive control of the Collateral securing the Notes (other than as set forth in the Collateral Documents), to freely operate the Collateral, to collect, invest and dispose of any income therefrom and, where applicable, dispose of or use up assets that are Collateral. No appraisals of any of the Collateral have been prepared by or on behalf of the Issuer in connection with the issuance of the Additional Fixed Rate Notes. There can be no assurance that the proceeds from the sale of the Collateral would be sufficient to satisfy the obligations owed to the Holders. By its nature, some or all of the Collateral will be illiquid and may have no readily ascertainable market value. Accordingly, there can be no assurance that the Collateral can be sold in a short period of time or at all. In addition, the Intercreditor Agreement places limitations on the ability of the Security Agent to cause the sale of certain of the Collateral. These limitations may include requirements that some or all of the Collateral be disposed of only pursuant to public auctions or only at a price confirmed by a valuation. See Description of Certain Financing Arrangements Intercreditor Agreement. to have: The Indenture provides that by accepting an Additional Fixed Rate Note, each Holder will be deemed irrevocably appointed the Security Agent to act as its agent under the Intercreditor Agreement and the other relevant documents to which it is a party (including, without limitation, the Collateral Documents); irrevocably authorized the Security Agent to (i) perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Intercreditor Agreement or other documents to which it is a party (including, without limitation, the Collateral Documents), together with any other incidental rights, power and discretions; and (ii) execute each document, waiver, modification, amendment, renewal or replacement expressed to be executed by the Security Agent on its behalf; and accepted the terms and conditions of the Intercreditor Agreement and any Additional Intercreditor Agreement (as defined below) and each Holder will also be deemed to have authorized the Trustee to enter into any such Additional Intercreditor Agreement. Priority 180

201 The relative priority with regard to the Collateral as between (a) the lenders under the Revolving Credit Facility and other future indebtedness, (b) the counterparties under certain hedging contracts and (c) the Trustee and the Holders under the Indenture, is established by the terms of the Intercreditor Agreement and the Collateral Documents, which provide that the obligations under the Notes will receive proceeds of enforcement of security over the Collateral only after the claims of lenders under the Revolving Credit Facility, certain other future indebtedness and certain hedging contracts are satisfied. See Description of Certain Financing Arrangements Intercreditor Agreement. In addition, pursuant to the Intercreditor Agreement or Additional Intercreditor Agreements entered into after the Issue Date, the Collateral may be pledged to secure other Indebtedness. See Release of Liens, Certain Covenants Impairment of Security Interest and Certain Definitions Permitted Liens. Release of Liens The Security Agent will upon written direction and request from the Company take any action required to effectuate any release of Collateral required by a Collateral Document: (1) upon payment in full of principal, interest and all other obligations in respect of the Notes issued under the Indenture or discharge or defeasance thereof in accordance with the Indenture; (2) upon release of a Guarantee (with respect to the Liens securing such Guarantee granted by such Guarantor) in accordance with the Indenture; (3) in connection with any disposition of Collateral, directly or indirectly, to (a) any Person other than the Company or any of its Restricted Subsidiaries (but excluding any transaction subject to Certain Covenants Merger, Consolidation or Sale of All or Substantially All Assets ) that is permitted by the Indenture (with respect to the Lien on such Collateral) or (b) the Company or any Restricted Subsidiary consistent with the Intercreditor Agreement; (4) as described under Amendment, Supplement and Waiver ; (5) automatically without any action by the Trustee, if the Lien granted in favor of the Revolving Credit Facility or such other Indebtedness that gave rise to the obligation to grant the Lien over such Collateral is released (other than pursuant to the repayment and discharge thereof); provided, that such release would otherwise be permitted by another clause above; (6) as otherwise provided in the Intercreditor Agreement; (7) in order to effectuate a merger, consolidation, conveyance or transfer conducted in compliance with the covenant described under Certain Covenants Merger, Consolidation or Sale of All or Substantially All Assets ; and (8) in connection with an IPO Pushdown, as specified in the Indenture. Each of these releases shall be effected by the Security Agent and, to the extent required or necessary, the Trustee, without the consent of the Holders. The Company, the Issuer and its Restricted Subsidiaries may also, among other things, without any release or consent by the Trustee or the Security Agent, conduct ordinary course activities with respect to Collateral, including, without limitation, (i) selling or otherwise disposing of, in any transaction or series of related transactions, any property subject to the Lien under the Collateral Documents which has become worn out, defective or obsolete or not used or useful in the business; (ii) selling, transferring, paying off or using up or otherwise disposing of current assets or intercompany receivables in the ordinary course of business; and (iii) any other action permitted by the Collateral Documents or the Intercreditor Agreement. IPO Pushdown (a) On, in contemplation of, or following an IPO Event, the Company shall be entitled to require (by written notice to the Trustee (a Pushdown Notice )) that the terms of the Indenture and the Intercreditor Agreement shall operate (with effect from the date specified in the relevant Pushdown Notice (the Pushdown Date )) on the basis that: (i) references to the Company 181

202 and Restricted Subsidiaries (and all related provisions) shall apply only to the IPO Entity and its Restricted Subsidiaries from time to time, although the Issuer shall remain the same entity and the pledge of the shares of the Issuer and Target shall remain in place; (ii) all financial ratio, basket calculations and financial definitions shall exclude any Holding Company of the IPO Entity and all reporting obligations shall be assumed at the level of the IPO Entity (or the Issuer, if so elected); (iii) each reference in the Indenture and/or the Intercreditor Agreement to the Company shall be deemed to be a reference to the IPO Entity (to the extent applicable and unless the context requires otherwise; and provided, further, that nothing in this paragraph (a), including the deeming construct contemplated by this sub-paragraph (iii) and any action taken by the IPO Entity prior to it being deemed to be the Company, shall, or shall be deemed to, directly or indirectly constitute or result in a breach of any covenant or other term in the Indenture or a Default or an Event of Default); (iv) none of the representations, warranties, undertakings, covenants or Events of Default in the Indenture, the Intercreditor Agreement or the Collateral Documents shall apply to any entity of which the IPO Entity is Subsidiary (whether in its capacity as a Guarantor or otherwise); (v) no event, matter or circumstance relating to any Holding Company of the IPO Entity (whether in its capacity as a Guarantor or otherwise) shall, or shall be deemed to, directly or indirectly constitute or result in a breach of any covenant or other term in the Indenture or a Default or an Event of Default; (vi) each Holding Company of the IPO Entity shall be irrevocably and unconditionally released from all obligations under the Indenture, the Intercreditor Agreement and any security granted by any such Holding Company; and (vii) unless otherwise notified by the Company: (A) each Person which is party to the Intercreditor Agreement as an Investor shall be irrevocably and unconditionally released from the Intercreditor Agreement and all obligations and restrictions under the Intercreditor Agreement (and from the date specified by the Company that Person shall cease to be party to the Intercreditor Agreement as an Investor and shall have no further rights or obligations under the Intercreditor Agreement as an Investor); and (B) there shall be no obligation or requirement for any Person to become party to the Intercreditor Agreement as an Investor; and (viii) in the event that any Person is released from or does not become party to the Intercreditor Agreement as an Investor as a consequence of this paragraph (a), any term of the Indenture and/or the Intercreditor Agreement which requires or assumes that any Person be an Investor or that any liabilities or obligations to such Person be subject to the Intercreditor Agreement or otherwise subordinated shall cease to apply. An IPO Pushdown Notice may not be delivered if a Default or Event of Default has occurred and is continuing (disregarding any Default or Event of Default that could be deemed to arise in connection with the transactions contemplated by this provision). (b) The Trustee and the Security Agent shall be required to enter into any amendment to the Indenture or amendment to or replacement of the Intercreditor Agreement or the Collateral Documents required by the Company in writing and/or take such other action as is required by the Company in order to facilitate or reflect any of the matters contemplated by paragraph (a) above. The Trustee and the Security Agent are each irrevocably authorized and instructed by the Holders of the Notes (without any consent by the Holders of the Notes) to execute any such amended or replacement documents and/or take other such action on behalf of the Holders (and shall do so on the request of and at the cost of the Company). (c) For the purpose of this covenant, the IPO Entity shall be the Company or any Restricted Subsidiary of the Company notified to the Trustee by the Company in writing as the Person to be treated as the IPO Entity in relation to the relevant IPO Event; provided, that: (i) the IPO Entity shall be a Restricted Subsidiary which will issue shares, or whose shares are to be sold, pursuant to that IPO Event (or a Holding Company of such member of the Group); and (ii) the Company may not designate a Subsidiary of the Company as the IPO Entity. (d) If the Company delivers a Pushdown Notice to the Trustee pursuant to paragraph (a) above in relation to a contemplated IPO Event, it shall be entitled to revoke that Pushdown Notice at any time prior to the occurrence of the relevant IPO Event by written notice to the Trustee. In the event that any Pushdown Notice is revoked in accordance with this paragraph (d): (i) the provisions of sub-paragraphs (a)(i) to (a)(vii) above shall cease to apply in relation to that Pushdown Notice; (ii) if any security has been released pursuant to paragraph (a) above in reliance on that Pushdown Notice, if required by the Trustee by prior written notice to the Company and subject to the Agreed Security Principles, the Company or the relevant 182

203 Restricted Subsidiary shall as soon as reasonably practicable execute a replacement Collateral Document in respect of that security; and (iii) if any Person party to the Intercreditor Agreement as an Investor has been released from the Intercreditor Agreement pursuant to sub- paragraph (a)(vii) above in reliance on that Pushdown Notice, if required by the Trustee by prior written notice to the Company and that Person, that Person shall as soon as reasonably practicable accede to the Intercreditor Agreement as an Investor. For the avoidance of doubt: (A) nothing in paragraph (d) above shall prohibit or otherwise restrict the Company from delivering a further Pushdown Notice in relation to any actual or contemplated IPO Event; and (B) revocation of a Pushdown Notice shall not, and shall not be deemed to, directly or indirectly constitute or result in a breach of any representation, warranty, undertaking or other term in the Indenture or the Intercreditor Agreement or a Default or an Event of Default (whether by reason of any action or step taken by any Person, or any matter or circumstance arising or committed, while that Pushdown Notice was effective or otherwise). Amendments to the Intercreditor Agreement and Additional Intercreditor Agreements In connection with the Incurrence of any Indebtedness by the Company or any of its Restricted Subsidiaries that is permitted to share the Collateral, the Trustee and the Security Agent shall, at the written request of the Company, enter into with the Company, the relevant Restricted Subsidiaries and the holders of such Indebtedness (or their duly authorized representatives) one or more intercreditor agreements or deeds (including a restatement, replacement, amendment or other modification of the Intercreditor Agreement) (an Additional Intercreditor Agreement ), on substantially the same terms as the Intercreditor Agreement (or terms that are not materially less favorable to the Holders) and substantially similar as applies to sharing of the proceeds of security and enforcement of security, priority and release of security; provided, that such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or Security Agent or adversely affect the personal rights, duties, liabilities, indemnification or immunities of the Trustee or the Security Agent under the Indenture or the Intercreditor Agreement. In connection with the foregoing, the Company shall furnish to the Trustee and the Security Agent such documentation in relation thereto as it may reasonably require. As used herein, a reference to the Intercreditor Agreement will also include any Additional Intercreditor Agreement. In relation to the Intercreditor Agreement, the Trustee shall consent on behalf of the Holders to the payment, repayment, purchase, repurchase, defeasance, acquisition, retirement or redemption of any obligations subordinated to the Notes thereby; provided, however, that such transaction would comply with the covenant described herein under Certain Covenants Limitation on Restricted Payments. The Indenture provides that, at the written direction of the Issuer and without the consent of Holders, the Trustee and the Security Agent shall from time to time enter into one or more amendments to any Intercreditor Agreement to: (1) cure any ambiguity, omission, defect or inconsistency of any such agreement, (2) increase the amount or types of Indebtedness covered by any such Intercreditor Agreement that may be Incurred by the Company or its Restricted Subsidiaries that is subject to any such Intercreditor Agreement (provided that such Indebtedness is incurred in compliance with the Indenture), (3) add Guarantors or other Restricted Subsidiaries to the Intercreditor Agreement, (4) further secure the Notes (including Additional Notes), (5) make provision for pledges of the Collateral to secure Additional Notes or to implement any Permitted Liens or (6) make any other change to any such agreement that does not adversely affect the Holders of Notes in any material respect. The Issuer shall not otherwise direct the Trustee or Security Agent to enter into any amendment to any Intercreditor Agreement without the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, except as otherwise permitted below under Amendment, Supplement and Waiver or as permitted by the terms of such Intercreditor Agreement, and the Issuer may only direct the Trustee or Security Agent to enter into any amendment to the extent such amendment does not impose any personal obligations on the Trustee or Security Agent or, in the opinion of the Trustee or Security Agent, adversely affect their respective rights, duties, liabilities, indemnification or immunities under the Indenture or any Intercreditor Agreement. The Indenture provides that each Holder, by accepting a Note, shall be deemed to have agreed to and accepted the terms and conditions of the Intercreditor Agreement (whether then entered into or entered into in the future pursuant to the provisions described herein) and to have authorized the Trustee and the Security Agent to enter into the Intercreditor Agreement and any Additional Intercreditor Agreement on each Holder s behalf. 183

204 A copy of the Intercreditor Agreement or an Additional Intercreditor Agreement shall be made available to the Holders upon request and will be made available for inspection during normal business hours on any Business Day upon prior written request at the office of the Issuer and, for so long as any Notes are admitted for trading on the Global Exchange Market of the Irish Stock Exchange, at the offices of the Paying Agent in The City of London. Optional Redemption Except as set forth herein and under Redemption for Taxation Reasons, the Fixed Rate Notes are not redeemable at the option of the Issuer. At any time prior to November 19, 2017, the Issuer may redeem the Fixed Rate Notes in whole or in part, at its option, upon not less than 10 nor more than 60 days prior written notice to the Holders and the Trustee at a redemption price equal to 100% of the principal amount of such Fixed Rate Notes plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, if any, to the redemption date. At any time and from time to time on or after November 19, 2017, the Issuer may redeem the Fixed Rate Notes in whole or in part, at its option, upon not less than 10 nor more than 60 days prior written notice to the Holders and the Trustee, at a redemption price equal to the percentage of principal amount set forth below plus accrued and unpaid interest to the redemption date: Twelve month period commencing November 19 in Percentage % % 2019 and thereafter % 184

205 At any time and from time to time prior to November 19, 2017, the Issuer may redeem up to 40% of the aggregate principal amount of the Fixed Rate Notes issued under the Indenture at a redemption price equal to (i) % of the aggregate principal amount thereof, with an amount equal to or less than the net cash proceeds of one or more Equity Offerings, plus (ii) accrued and unpaid interest thereon, if any, to, but excluding, the applicable redemption date, provided that: General (1) in each case the redemption takes place not later than 180 days after the closing of the related Equity Offering; and (2) not less than 60% of the original principal amount of the aggregate Fixed Rate Notes being redeemed (including the principal amount of any additional Fixed Rate Notes) remain outstanding immediately thereafter. Notice of any redemption upon any Equity Offering may be given prior to the completion thereof. Any redemption and notice of redemption may, at the Issuer s discretion, be subject to the satisfaction of one or more conditions precedent. If the Issuer effects an optional redemption of the Notes, it will, for so long as the Notes are listed on the Official List of the Irish Stock Exchange and admitted for trading on the Global Exchange Market thereof and the rules of the Irish Stock Exchange so require, inform the Irish Stock Exchange of such optional redemption and confirm the aggregate principal amount of the Notes that will remain outstanding immediately after such redemption. If the optional redemption date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest will be paid to the Person in whose name the Note is registered at the close of business on such record date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Issuer. Sinking Fund The Issuer will not be required to make mandatory redemption payments or sinking fund payments with respect to the Notes. Selection and Notice If less than all of the Notes are to be redeemed at any time, the Registrar will select the Notes for redemption in compliance with the requirements of the principal securities exchange, if any, on which the Notes are listed, as certified to the Registrar, as applicable, by the Issuer, and in compliance with the requirements of Euroclear or Clearstream, or if the Notes are not so listed or such exchange prescribes no method of selection and the Notes are not held through Euroclear or Clearstream or Euroclear or Clearstream prescribe no method of selection, on a pro rata basis or by use of a pool factor; provided, however, that no Note of 100,000 in aggregate principal amount or less shall be redeemed in part and only Notes in integral multiples of 1,000 will be redeemed. The Registrar will not be liable for any selections made by it in accordance with this paragraph. So long as any Notes are listed on the Official List of the Irish Stock Exchange and admitted for trading on the Global Exchange Market thereof and the rules of the Irish Stock Exchange so require, any such notice to the Holders of the relevant Notes shall to the extent and in the manner permitted by such rules be posted on the official website of the Irish Stock Exchange ( and in addition to such release, not less than 10 days nor more than 60 days prior to the redemption date, the Issuer will mail, or at the expense of the Issuer, cause to be mailed, such notice to Holders by first-class mail, postage prepaid, at their respective addresses as they appear on the registration books of the Registrar. Such notice of redemption may also be posted on the official website of the Irish Stock Exchange ( to the extent and in the manner permitted by the rules of the Irish Stock Exchange. If any Note is to be redeemed in part only, the notice of redemption that relates to that Note shall state the portion of the principal amount thereof to be redeemed, in which case a portion of the original Note will be issued in the name of the Holder thereof upon cancellation of the original Note. In the case of a Global Note, an 185

206 appropriate notation will be made on such Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms of the applicable redemption notice (including any conditions contained therein), Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions of them called for redemption. Redemption for Taxation Reasons The Issuer may redeem the Notes in whole, but not in part, at any time upon giving not less than 30 nor more than 60 days notice to the Holders of the Notes (which notice will be irrevocable) at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed for redemption (a Tax Redemption Date ) (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) and all Additional Amounts (see Withholding Taxes ), if any, then due and which will become due on the Tax Redemption Date as a result of the redemption or otherwise, if any, if the Issuer determines in good faith that, as a result of: (1) any change in, or amendment to, the law or treaties (or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction (as defined below) affecting taxation; or (2) any change in, or amendment to, an official position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction) of a Relevant Taxing Jurisdiction (each of the foregoing in clauses (1) and (2), a Change in Tax Law ), the Issuer is, or on the next interest payment date in respect of the Notes would be, required to pay any Additional Amounts, and such obligation cannot be avoided by taking reasonable measures available to the Issuer (including, for the avoidance of doubt, the appointment of a new Paying Agent where this would be reasonable but not including assignment of the obligation to make payment with respect to the Notes). In the case of redemption due to withholding as a result of a Change in Tax Law in a jurisdiction that is a Relevant Taxing Jurisdiction at the date of the Original Notes Offering Memorandum, such Change in Tax Law must be publicly announced and become effective after the date of the Original Notes Offering Memorandum. In the case of redemption due to withholding as a result of a Change in Tax Law in a jurisdiction that becomes a Relevant Taxing Jurisdiction after the date of the Original Notes Offering Memorandum, such Change in Tax Law must be publicly announced and become effective after the date the jurisdiction becomes a Relevant Taxing Jurisdiction. Notice of redemption for taxation reasons will be published in accordance with the procedures described under Selection and Notice. Notwithstanding the foregoing, no such notice of redemption will be given (a) earlier than 90 days prior to the earliest date on which the Issuer would be obliged to make such payment of Additional Amounts and (b) unless at the time such notice is given, such obligation to pay such Additional Amounts remains in effect. Prior to the publication or mailing of any notice of redemption of the Notes pursuant to the foregoing, the Issuer will deliver to the Trustee (a) an Officer s Certificate stating that it is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its right so to redeem have been satisfied and that it would not be able to avoid the obligation to pay Additional Amounts by taking reasonable measures available to it and (b) an opinion of an independent tax counsel of recognized standing to the effect that the Issuer has or will become obligated to pay Additional Amounts as a result of a Change in Tax Law. The Trustee will accept such Officer s Certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, without further inquiry, in which event it will be conclusive and binding on the Holders. The foregoing will apply mutatis mutandis to any successor to the Issuer and to any jurisdiction in which any successor to the Issuer is incorporated or organized, resident or engaged in business for tax purposes, or any political subdivision or taxing authority or agency thereof or therein. Withholding Taxes All payments made by the Issuer or any Guarantor (a Payor ) on the Notes or the Guarantees, as defined below, will be made free and clear of and without withholding or deduction for, or on account of, any Taxes unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of: 186

207 (1) the United Kingdom or any political subdivision or taxing authority or agency thereof or therein; (2) any jurisdiction from or through which payment on any such Note or Guarantee is made by the Issuer or any Guarantor or any of their agents, or any political subdivision or taxing authority or agency thereof or therein; or (3) any other jurisdiction in which the Payor is incorporated or organized, resident or engaged in business for tax purposes, or any political subdivision or taxing authority or agency thereof or therein (each of clause (1), (2) and (3), a Relevant Taxing Jurisdiction ), will at any time be required in respect of any payments made by a Payor with respect to any Note or Guarantee, including payments of principal, redemption price, premium, if any, or interest, the Payor will pay (together with such payments) such additional amounts (the Additional Amounts ) as may be necessary in order that the net amounts received in respect of such payments by the beneficial owner, after such withholding or deduction (including any such deduction or withholding in respect of such Additional Amounts) by any applicable withholding agent, will equal the amounts which would have been received in respect of such payments on any such Note or Guarantee in the absence of such withholding or deduction; provided, however, that no such Additional Amounts will be payable for or on account of: (1) any Taxes that would not have been so imposed but for the existence of any present or former connection between the relevant Holder or the beneficial owner of a Note (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over the relevant Holder or beneficial owner, if the relevant Holder or beneficial owner is an estate, nominee, trust, partnership, limited liability company or corporation) and the Relevant Taxing Jurisdiction (including being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, the Relevant Taxing Jurisdiction) but excluding, in each case, any connection arising solely from the acquisition, ownership, holding or disposition of such Note or the receipt of any payment in respect of, or the enforcement of, the Notes or any Guarantee; (2) any Taxes that are imposed or withheld by reason of the failure by the Holder or the beneficial owner of the Note to comply with a written request of the Payor addressed to the Holder, after reasonable notice, to provide certification, information, documents or other evidence concerning the nationality, residence or identity of the Holder or such beneficial owner or to make any declaration or similar claim or satisfy any other reporting requirement relating to such matters, which is required by a statute, treaty, regulation or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such Taxes, but only to the extent that the Holder or beneficial owner is legally eligible to provide such certification or other evidence; (3) any Taxes that are payable otherwise than by deduction or withholding from a payment on the Notes; (4) any estate, inheritance, gift, sales, transfer, personal property or similar Tax; (5) any Taxes that are required to be deducted or withheld on a payment to an individual and that are required to be made pursuant to Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 on taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directives; (6) any Taxes imposed in connection with a Note presented for payment (where presentation is required for payment) by or on behalf of a Holder or beneficial owner who would have been able to avoid such Tax by presenting the relevant Note to, or otherwise accepting payment from, another paying agent in a member state of the European Union; or (7) any combination of the above. 187

208 Such Additional Amounts will also not be payable if the payment could have been made without such deduction or withholding if the beneficiary of the payment had presented the Note for payment (where presentation is required for payment) within 30 days after the relevant payment was first made available for payment to the Holder (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30-day period). In addition, no Additional Amounts shall be paid with respect to any payment to any Holder who is a fiduciary or a partnership or other than the beneficial owner of such Notes to the extent that the beneficiary or settlor with respect to such fiduciary, the member of such partnership or the beneficial owner of such Notes would not have been entitled to Additional Amounts had such beneficiary, settlor, member or beneficial owner held such Notes directly, but only if there is no material cost or commercial or legal restriction to transferring the Notes to such beneficiary, settlor, member or beneficial owner. The applicable withholding agent will (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The Payor will use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes, in such form as provided in the ordinary course by the Relevant Taxing Jurisdiction and as is reasonably available to the Issuer and will provide such certified copies to the Trustee. Such copies shall be made available to the Holders upon request and will be made available at the offices of the Principal Paying Agent if the Notes are then admitted for trading on the Global Exchange Market. For the avoidance of doubt, in no event shall the Trustee be required to determine the amount of withholding taxes attributable to any Holder. If any Payor will be obligated to pay Additional Amounts under or with respect to any payment made on any Note or Guarantee, at least 30 days prior to the date of such payment, the Payor will deliver to the Trustee an Officer s Certificate stating the fact that Additional Amounts will be payable and the amount so payable and such other information necessary to enable the Paying Agent to pay Additional Amounts to Holders on the relevant payment date (unless such obligation to pay Additional Amounts arises less than 45 days prior to the relevant payment date, in which case the Payor may deliver such Officer s Certificate as promptly as practicable after the date that is 30 days prior to the payment date). The Trustee will be entitled to rely solely on such Officer s Certificate as conclusive proof that such payments are necessary. Wherever in either the Indenture, the Guarantees or this Description of the Notes there are mentioned, in any context: (1) the payment of principal; (2) purchase prices in connection with a purchase of Notes; (3) interest; or (4) any other amount payable on or with respect to any of the Notes, such reference shall be deemed to include payment of Additional Amounts as described under this heading to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Payor will pay any present or future stamp, court or documentary Taxes or any other excise, property or similar Taxes, that arise in any Relevant Taxing Jurisdiction from the execution, issuance, delivery or registration of any Notes, the Indenture, the Notes Proceeds Loan, the Funding Loans, the Collateral Documents or any other document or instrument in relation thereto, and any such Taxes that arise in any jurisdiction from the enforcement of any Notes, the Indenture, the Collateral Documents or any other document or instrument in relation thereto, and the Payor agrees to indemnify the Holders for any such Taxes paid by such Holders. The foregoing obligations of this paragraph will survive any termination, defeasance or discharge of the Indenture and will apply mutatis mutandis to any jurisdiction in which any successor to the Issuer is incorporated or organized, resident or engaged in business for tax purposes, or any political subdivision or taxing authority or agency thereof or therein. 188

209 Repurchase at the Option of Holders Change of Control The Indenture provides that if a Change of Control occurs, unless the Issuer has previously or concurrently sent a redemption notice with respect to all the outstanding Notes as described under Optional Redemption, the Issuer will make an offer to purchase all of the Notes pursuant to the offer described below (the Change of Control Offer ) at a price in cash (the Change of Control Payment ) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, subject to the right of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Issuer will send notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the security register or otherwise in accordance with the procedures of Euroclear and Clearstream with the following information: (1) that a Change of Control Offer is being made pursuant to the covenant entitled Change of Control, and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer; (2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is sent (the Change of Control Payment Date ), except in the case of a conditional Change of Control Offer made in advance of a Change of Control as described below; (3) that any Note not properly tendered will remain outstanding and continue to accrue interest; (4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled Option of Holder to Elect Purchase on the reverse of such Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes; provided, that the paying agent receives, not later than the close of business on the second Business Day prior to the expiration date of the Change of Control Offer, a facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased; (7) that Holders whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to at least 100,000 or any integral multiple of 1,000 in excess of 100,000; (8) if such notice is delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control and shall describe each such condition, and, if applicable, shall state that, in the Issuer s discretion, the Change of Control Payment Date may be delayed until such time as any or all such conditions shall be satisfied, or that such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; and (9) the other instructions, as determined by the Issuer, consistent with the covenant described hereunder, that a Holder must follow. 189

210 The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the Indenture, the Issuer will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in the Indenture by virtue thereof. On the Change of Control Payment Date, the Issuer will, to the extent permitted by law: (1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and (3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer. The Revolving Credit Facility will provide, and future credit agreements or other agreements relating to Indebtedness to which the Issuer becomes a party may provide, that certain change of control events with respect to the Issuer would constitute a default thereunder (including a Change of Control under the Indenture). If we experience a change of control that triggers a default under the Revolving Credit Facility or any such future Indebtedness, we could seek a waiver of such default or seek to refinance the Revolving Credit Facility. In the event we do not obtain such a waiver or do not refinance the Revolving Credit Facility, such default could result in amounts outstanding under the Revolving Credit Facility being declared due and payable. Our ability to pay cash to the Holders of Notes following the occurrence of a Change of Control may be limited by our then-existing financial resources. Therefore, sufficient funds may not be available when necessary to make any required repurchases. The Change of Control purchase feature of the Notes may in certain circumstances make more difficult or discourage a sale or takeover of us and, thus, the removal of incumbent management. The Change of Control purchase feature is a result of negotiations between the Initial Purchasers and us. We have no present intention to engage in a transaction involving a Change of Control, although it is possible that we could decide to do so in the future. Subject to the limitations discussed below, we could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the Indenture, but that could increase the amount of Indebtedness outstanding at such time or otherwise affect our capital structure or credit ratings. Restrictions on our ability to incur additional Indebtedness are contained in the covenants described under Certain Covenants Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock and Certain Covenants Liens. Such restrictions in the Indenture can be waived only with the consent of the Holders of a majority in principal amount of the Notes then outstanding. Except for the limitations contained in such covenants, however, the Indenture does not contain any covenants or provisions that may afford Holders of the Notes protection in the event of a highly leveraged transaction. The Issuer will not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. The definition of Change of Control includes a disposition of all or substantially all of the assets of the Issuer and its Subsidiaries, taken as a whole, to certain Persons. Although there is a limited body of case law interpreting the phrase substantially all, there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve a disposition of all or substantially all of the assets of the Issuer and its 190

211 Subsidiaries, taken as a whole. As a result, it may be unclear as to whether a Change of Control has occurred and whether a Holder of Notes may require the Issuer to make an offer to repurchase the Notes as described above. The provisions under the Indenture relating to the Issuer s obligation to make an offer to repurchase the Notes as a result of a Change of Control may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes then outstanding. If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuer, or any third party making a Change of Control offer in lieu of the Issuer as described above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right, upon not less than 10 days nor more than 60 days prior notice; provided that such notice is given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain outstanding following such purchase on a date (the Second Change of Control Payment Date ) at a price in cash equal to the Change of Control Payment in respect of the Second Change of Control Payment Date. Asset Sales The Indenture provides that the Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale, unless: (1) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Company at the time of contractually agreeing to such Asset Sale) of the assets sold or otherwise disposed of; and (2) except in the case of a Permitted Asset Swap, at least 75.0% of the consideration for such Asset Sale, together with all other Asset Sales since the Effective Date (on a cumulative basis), received by the Company or such Restricted Subsidiary, as the case may be, is in the form of Cash Equivalents; provided, that the amount of: (a) any liabilities (as shown on the Company s or such Restricted Subsidiary s most recent balance sheet or in the footnotes thereto or, if incurred or increased subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company s or such Restricted Subsidiary s balance sheet or in the footnotes thereto if such incurrence or increase had taken place on or prior to the date of such balance sheet, as determined by the Company) of the Company or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes, that are assumed by the transferee of any such assets pursuant to a written agreement which releases or indemnifies the Company or such Restricted Subsidiary from such liabilities; (b) any securities, notes or other obligations or assets received by the Company or such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into Cash Equivalents (to the extent of the Cash Equivalents received) within 180 days following the closing of such Asset Sale; and (c) any Designated Non-cash Consideration received by the Company or such Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of (i) 20.0 million and (ii) 2.4% of Total Assets at the time of the receipt of such Designated Non-cash Consideration, with the fair market value of each item of Designated Non- cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be Cash Equivalents for purposes of this provision and for no other purpose. Within 365 days after the receipt of any Net Proceeds of any Asset Sale, the Company or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale, 191

212 (1) to reduce Indebtedness as follows: (a) if the assets subject to such Asset Sale constitute Collateral, (x) to reduce Priority Payment Lien Obligations and, unless the Indebtedness reduced is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto or (y) to permanently reduce (or offer to reduce, as applicable) Obligations under the Notes and under any other Pari Passu Lien Indebtedness (and to correspondingly reduce commitments with respect thereto) on a pro rata basis; provided, that all reductions of (or offers to reduce) Obligations under the Notes shall be made as provided under Optional Redemption or through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof plus accrued unpaid interest) or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders of Notes to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid; (b) if the assets subject of such Asset Sale do not constitute Collateral, but constitute collateral for other Senior Indebtedness of the Issuer or a Subsidiary Guarantor, which Lien is permitted by the Indenture, to permanently reduce (and to correspondingly reduce commitments with respect thereto) Obligations under such other Senior Indebtedness that is secured by a Lien, which Lien is permitted by the Indenture, and to correspondingly reduce commitments with respect thereto; (c) if the assets subject of such Asset Sale do not constitute Collateral or collateral for any Senior Indebtedness of the Issuer or a Subsidiary Guarantor, to permanently reduce Obligations under other Senior Indebtedness of the Issuer or a Subsidiary Guarantor (and to correspondingly reduce commitments with respect thereto); provided, that the Issuer shall equally and ratably reduce (or offer to reduce, as applicable) Obligations under the Notes (and may elect to reduce Pari Passu Lien Indebtedness) on a pro rata basis; provided, further, that all reductions of Obligations under the Notes shall be made as provided under Optional Redemption or through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof plus accrued and unpaid interest) or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders of Notes to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid; or (d) if the assets subject of such Asset Sale are the property or assets of a Restricted Subsidiary that is not a Guarantor or the Issuer, to permanently reduce Indebtedness of (i) a Restricted Subsidiary that is not a Guarantor or the Issuer, other than Indebtedness owed to the Company or any Restricted Subsidiary, or (ii) the Issuer or a Guarantor; or (2) to make (a) an Investment in any one or more businesses; provided, that such Investment in any business is in the form of the acquisition of Capital Stock and results in the Company or any of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) capital expenditures or (c) acquisitions of other assets, in each of (a), (b) and (c), used or useful in a Similar Business; or (3) to make an Investment in (a) any one or more businesses; provided, that such Investment in any business is in the form of the acquisition of Capital Stock and results in the Company or any of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) properties or (c) acquisitions of other assets that, in each of (a), (b) and (c), replace the businesses, properties and/or assets that are the subject of such Asset Sale; provided, that in the case of clauses (2) and (3) above, a binding commitment entered into not later than such 365th day shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as the Company, or such Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of such commitment (an Acceptable Commitment ) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, the Issuer or such Restricted Subsidiary enters into another Acceptable Commitment (as Second Commitment ) within 180 days 192

213 of such cancellation or termination; provided, further, that if any Second Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds. Any Net Proceeds from the Asset Sale that are not invested or applied as provided and within the time period set forth in the preceding paragraph will be deemed to constitute Excess Proceeds. When the aggregate amount of Excess Proceeds exceeds 20.0 million, the Company shall make an offer (an Asset Sale Offer ) (x) in the case of Net Proceeds from Collateral, to all holders of First Lien Obligations to the extent required by the terms thereof and (y) in the case of any other Net Proceeds, all holders of First Lien Obligations and all holders of other Indebtedness that ranks pari passu with the Notes ( Pari Passu Indebtedness ), to the extent required by the terms thereof to purchase the maximum aggregate principal amount of such First Lien Obligations and Pari Passu Indebtedness, as the case may be, that, in the case of the Notes, is in an amount equal to at least 100,000, or an integral multiple of 1,000 thereafter, that may be purchased out of the Excess Proceeds at an offer price, in the case of the Notes, in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date fixed for the closing of such offer, and in the case of any other First Lien Obligations and Pari Passu Indebtedness at the offer price required by the terms thereof but not to exceed 100% of the principal amount thereof (or accreted value thereof, if less), plus accrued and unpaid interest, if any, in accordance with the procedures set forth in the Indenture. The Company will commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed 20.0 million by delivering the notice to Holders required pursuant to the terms of the Indenture, with a copy to the Trustee. The Company may satisfy the foregoing obligations with respect to any Net Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such Net Proceeds prior to the expiration of the relevant 450 days (or such longer period provided above) or with respect to Excess Proceeds of 20.0 million or less. To the extent that the aggregate amount of First Lien Obligations and Pari Passu Indebtedness, as the case may be, tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for any purposes not otherwise prohibited under the Indenture. If the aggregate principal amount of First Lien Obligations and Pari Passu Indebtedness, as the case may be, surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Company shall purchase such First Lien Obligations and Pari Passu Indebtedness, as the case may be, on a pro rata basis based on the accreted value or principal amount of such First Lien Obligations and Pari Passu Indebtedness, as the case may be, tendered with adjustments as necessary so that no such First Lien Obligations and Pari Passu Indebtedness, as the case may be, will be repurchased in part in an unauthorized denomination. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds that resulted in the Asset Sale Offer shall be reset to zero (regardless of whether there are any remaining Excess Proceeds upon such completion). Additionally, the Company may, at its option, make an Asset Sale Offer using the proceeds from any Asset Sale at any time after the consummation of such Asset Sale. Upon consummation or expiration of any such Asset Sale Offer any remaining Net Proceeds shall not be deemed Excess Proceeds and the Company may use such Net Proceeds for any purpose not otherwise prohibited under the Indenture. Pending the final application of any Net Proceeds pursuant to this covenant, the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility, including under the Revolving Credit Facility, or otherwise invest such Net Proceeds in any manner not prohibited by the Indenture. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in the Indenture by virtue thereof. The provisions under the Indenture relative to the Company s obligation to make an offer to repurchase the Notes as a result of an Asset Sale may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes then outstanding. Future credit agreements or other similar agreements to which the Company becomes a party may contain restrictions on the Company s ability to repurchase Notes. In the event an Asset Sale occurs at a time when the Company is prohibited from purchasing Notes, the Company could seek the consent of its lenders to 193

214 the repurchase of Notes or could attempt to refinance the borrowings that contain such prohibition. If the Company does not obtain such consent or repay such borrowings, the Company will remain prohibited from repurchasing Notes. In such a case, the Company s failure to repurchase tendered Notes would constitute an Event of Default under the Indenture which would, in turn, likely constitute a default under such other agreements. Certain Covenants Set forth below are summaries of certain covenants contained in the Indenture. If on any date (i) the Notes have Investment Grade Ratings from both Rating Agencies and (ii) no Default has occurred and is continuing under the Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a Covenant Suspension Event and the date thereof being referred to as the Suspension Date ) then, the covenants specifically listed under the following captions in this Description of the Notes section of these listing particulars will not be applicable to the Notes (collectively, the Suspended Covenants ) until the occurrence of the Reversion Date (defined below): (1) Repurchase at the Option of Holders Asset Sales ; (2) Limitation on Restricted Payments ; (3) Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock ; (4) clause (3) of the first paragraph of Merger, Consolidation or Sale of All or Substantially All Assets The Company ; (5) Transactions with Affiliates ; (6) Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries ; and (7) Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. During any period that the foregoing covenants have been suspended, the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to the second sentence of the definition of Unrestricted Subsidiary. The Company will notify the Trustee and the Holders of the Notes in writing of the occurrence of a Covenant Suspension Event. If and while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants, the Notes will be entitled to substantially less covenant protection. In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants under the Indenture for any period of time as a result of the foregoing, and on any subsequent date (the Reversion Date ) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating, then the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under the Indenture with respect to future events. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the Suspension Period. Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from any Asset Sales shall be reset to zero. During the Suspension Period, the Company and its Restricted Subsidiaries will be entitled to incur Liens to the extent provided for under Liens (including, without limitation, Permitted Liens) and any Permitted Liens which may refer to one or more Suspended Covenants shall be interpreted as though such applicable Suspended Covenant(s) continued to be applicable during the Suspension Period (but solely for purposes of the Liens covenant and for no other covenant). Notwithstanding the foregoing, in the event of any such reinstatement, no action taken or omitted to be taken by the Company or any of its Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default under the Indenture with respect to the Notes; provided, that (1) with respect to Restricted Payments made after such reinstatement, the amount available to be made as Restricted Payments will be calculated as though the covenant described above under the caption Limitation on Restricted Payments had 194

215 been in effect prior to, but not during, the Suspension Period; and (2) all Indebtedness incurred, or Disqualified Stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to clause (3) of the second paragraph of Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock ; (3) any Affiliate Transaction entered into after such reinstatement pursuant to an agreement entered into during any Suspension Period shall be deemed to be permitted pursuant to clause (6) of the second paragraph of the covenant described under Transactions with Affiliates ; (4) any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to take any action described in clauses (1) through (3) of the first paragraph of the covenant described under Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to clause (a) of the second paragraph of the covenant described under Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries ; and (5) no Subsidiary of the Company shall be required to comply with the covenant described under Limitation on Guarantees of Indebtedness by Restricted Subsidiaries after such reinstatement with respect to any guarantee entered into by such Subsidiary during any Suspension Period. There can be no assurance that the Notes will ever achieve or maintain Investment Grade Ratings. Financial calculations for Limited Condition Acquisitions When calculating the availability under any basket or ratio under the Indenture, in each case in connection with a Limited Condition Acquisition, the date of determination of such basket or ratio and of any Default or Event of Default shall, at the option of the Company, be the date the definitive agreements for such Limited Condition Acquisition are entered into and such baskets or ratios shall be calculated with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio after giving effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable period for purposes of determining the ability to consummate any such Limited Condition Acquisition (and not for purposes of any subsequent availability of any basket or ratio), and, for the avoidance of doubt, (x) if any of such baskets or ratios are exceeded as a result of fluctuations in such basket or ratio (including due to fluctuations in EBITDA of the Company or the target company) subsequent to such date of determination and at or prior to the consummation of the relevant Limited Condition Acquisition, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such baskets or ratios shall not be tested at the time of consummation of such Limited Condition Acquisition or related transactions; provided, further, that if the Company elects to have such determinations occur at the time of entry into such definitive agreement, any such transactions (including any incurrence of Indebtedness and the use of proceeds thereof) shall be deemed to have occurred on the date the definitive agreements are entered and outstanding thereafter for purposes of calculating any baskets or ratios under the Indenture after the date of such agreement and before the consummation of such Limited Condition Acquisition. Limitation on Restricted Payments The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: (I) declare or pay any dividend or make any payment or distribution on account of the Company s, or any of its Restricted Subsidiaries Equity Interests (in each case, solely in such Person s capacity as holder of such Equity Interests), including any dividend, payment or distribution payable in connection with any merger, amalgamation or consolidation other than: (a) dividends and distributions by the Company payable solely in Equity Interests (other than Disqualified Stock) or Subordinated Shareholder Funding of the Company or in options, warrants or other rights to purchase such Equity Interests; or (b) dividends and distributions by a Restricted Subsidiary so long as, in the case of any dividend, payment or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Subsidiary, the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend, payment or distribution in accordance with its Equity Interests in such class or series of securities; 195

216 (II) purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of the Company or any Holding Company of the Company, including any purchase, redemption, defeasance, acquisition or retirement in connection with any merger, amalgamation or consolidation; (III)make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value, in each case, prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness or Subordinated Shareholder Funding, other than: (a) Indebtedness permitted under clauses (7), (8) and (9) of the second paragraph of the covenant described under Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock ; or (b) the purchase, repurchase or other acquisition of Subordinated Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition; or (IV)make any Restricted Investment, (all such payments and other actions set forth in clauses (I) through (IV) above (other than any exceptions thereto) being collectively referred to as Restricted Payments ), unless, at the time of such Restricted Payment: (1) no Default shall have occurred and be continuing or would occur as a consequence thereof; (2) immediately after giving effect to such transaction on a pro forma basis, the Company could incur 1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described under Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock (the Fixed Charge Coverage Test ); and (3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries after the Issue Date (including Restricted Payments permitted by clauses (1), (6)(c), (9) and (14) of the next succeeding paragraph (to the extent not deducted in calculating Consolidated Net Income), but excluding all other Restricted Payments permitted by the next succeeding paragraph), is less than the sum of (without duplication): (a) 50% of the Consolidated Net Income of the Company for the period (taken as one accounting period and including the predecessor of the Company) beginning on July 1, 2014 to the end of the Company s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit; plus (b) 100% of the aggregate net cash proceeds and the fair market value of marketable securities or other property received by the Company since immediately after the Issue Date (other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness or issue Disqualified Stock or Preferred Stock pursuant to clause (12)(a) of the second paragraph of Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock ) from the issue or sale of: (i) (A) Equity Interests or Subordinated Shareholder Funding of the Company, including Treasury Capital Stock (as defined below), but excluding cash proceeds and the fair market value of marketable securities or other property received from the sale of: (x) Equity Interests or Subordinated Shareholder Funding to any future, present or former employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Company, any Holding Company of the Company or any of the Company s Subsidiaries after the Issue Date to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of the next succeeding paragraph; and 196

217 (y) Designated Preferred Stock; and (B) to the extent such net cash proceeds are actually contributed to the Company, Equity Interests of any Holding Company of the Company (excluding contributions of the proceeds from the sale of Designated Preferred Stock of any such companies or contributions to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of the next succeeding paragraph); or (ii) Indebtedness of the Company or a Restricted Subsidiary that has been converted into or exchanged for such Equity Interests or Subordinated Shareholder Funding of the Company; provided, that this clause (b) shall not include the proceeds from (V) the Equity Contribution, (W) Refunding Capital Stock (as defined below) applied in accordance with clause (2) of the next succeeding paragraph, (X) Equity Interests or convertible debt securities of the Company sold to a Restricted Subsidiary, (Y) Disqualified Stock or debt securities that have been converted into Disqualified Stock or (Z) Excluded Contributions; plus (c) 100% of the aggregate amount of cash and the fair market value of marketable securities or other property contributed to the capital of the Company following the Issue Date (other than (i) net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness or issue Disqualified Stock or Preferred Stock pursuant to clause (12)(a) of the second paragraph of Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock, (ii) contributions by a Restricted Subsidiary and (iii) any Excluded Contributions); plus (d) 100% of the aggregate amount received in cash and the fair market value of marketable securities or other property received by the Company or any Restricted Subsidiary by means of: (i) the sale or other disposition (other than to the Company or a Restricted Subsidiary) of, or other returns on Investments from, Restricted Investments made by the Company or its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Company or its Restricted Subsidiaries and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments made by the Company or its Restricted Subsidiaries, in each case after the Issue Date; or (ii) the sale (other than to the Company or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary or a dividend or distribution (other than an Excluded Contribution) from an Unrestricted Subsidiary (other than, in each case, to the extent the Investment in such Unrestricted Subsidiary was made by the Company or a Restricted Subsidiary pursuant to clause (7) of the next succeeding paragraph or to the extent such Investment constituted a Permitted Investment), in each case, after the Issue Date; plus (e) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger, amalgamation or consolidation of an Unrestricted Subsidiary into the Company or a Restricted Subsidiary or the transfer of all or substantially all of the assets of an Unrestricted Subsidiary to the Company or a Restricted Subsidiary after the Issue Date, the fair market value (as determined by the Company in good faith of the Investment in such Unrestricted Subsidiary (or the assets transferred) at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary or at the time of such merger, amalgamation, consolidation or transfer of assets, other than to the extent the Investment in such Unrestricted Subsidiary was made by the Company or a Restricted Subsidiary pursuant to clause (7) of the next succeeding paragraph or to the extent such Investment constituted a Permitted Investment. The foregoing provisions will not prohibit: (1) the payment of any dividend or other distribution or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or other distribution or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the 197

218 dividend or other distribution or redemption payment would have complied with the provisions of the Indenture; (2) (a) the redemption, repurchase, defeasance, retirement or other acquisition of any Equity Interests, including any accrued and unpaid dividends thereon ( Treasury Capital Stock ), Subordinated Shareholder Funding or Subordinated Indebtedness of the Company or any Restricted Subsidiary or any Equity Interests of any Holding Company of the Company, in exchange for, or out of the proceeds of the substantially concurrent sale or issuance (other than to a Restricted Subsidiary) of, Equity Interests or Subordinated Shareholder Funding of the Company or any Holding Company of the Company to the extent contributed to the Company (in each case, other than any Disqualified Stock) ( Refunding Capital Stock ), (b) the declaration and payment of dividends on Treasury Capital Stock out of the proceeds of the substantially concurrent sale or issuance (other than to a Subsidiary of the Company or to an employee stock ownership plan or any trust established by the Company or any of its Subsidiaries) of Refunding Capital Stock, and (c) if, immediately prior to the retirement of Treasury Capital Stock, the declaration and payment of dividends thereon was permitted under clauses (6)(a) or (b) of this paragraph, the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, retire or otherwise acquire any Equity Interests of any Holding Company of the Company) in an aggregate amount per year no greater than the aggregate amount of dividends per annum that were declarable and payable on such Treasury Capital Stock immediately prior to such retirement; (3) the prepayment, defeasance, redemption, repurchase, exchange or other acquisition or retirement (a) of Subordinated Indebtedness of the Issuer or a Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the Issuer or a Guarantor or Disqualified Stock of the Issuer or a Guarantor or (b) Disqualified Stock of the Issuer or a Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, Disqualified Stock of the Issuer or a Guarantor, that, in each case, is incurred or issued, as applicable, in compliance with Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock so long as: (a) the principal amount (or accreted value, if applicable) of such new Indebtedness or the liquidation preference of such new Disqualified Stock does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on, the Subordinated Indebtedness or the liquidation preference of, plus any accrued and unpaid dividends on, the Disqualified Stock being so prepaid, defeased, redeemed, repurchased, exchanged, acquired or retired for value, plus the amount of any premium (including tender premium) required to be paid under the terms of the instrument governing the Subordinated Indebtedness or Disqualified Stock being so defeased, redeemed, repurchased, exchanged, acquired or retired, defeasance costs and any fees and expenses incurred in connection with the issuance of such new Indebtedness or Disqualified Stock; (b) such new Indebtedness is subordinated to the Notes or the applicable Guarantee at least to the same extent as such Subordinated Indebtedness so defeased, redeemed, repurchased, exchanged, acquired or retired; (c) such new Indebtedness or Disqualified Stock has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Subordinated Indebtedness or Disqualified Stock being so defeased, redeemed, repurchased, exchanged, acquired or retired (or, if earlier, the date that is at least 91 days after the maturity date of the Notes); and (d) such new Indebtedness or Disqualified Stock has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness or Disqualified Stock being so defeased, redeemed, repurchased, exchanged, acquired or retired (or requires no or nominal payments in cash prior to the date that is at least 91 days after the maturity date of the Notes); (4) a Restricted Payment to pay for the repurchase, redemption or other acquisition or retirement for value of Equity Interests (other than Disqualified Stock) of the Company or any Holding Company of the Company held by any future, present or former employee, director, officer, member of 198

219 management or consultant (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Company, any of its Subsidiaries or any of its Holding Companies pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement, or any stock subscription or shareholder agreement (including, for the avoidance of doubt, any principal and interest payable on any notes issued by the Company or any Holding Company of the Company in connection with such repurchase, retirement or other acquisition), including any Equity Interest rolled over by management, directors or employees of the Company or any Holding Company of the Company in connection with the Transactions; provided, that the aggregate amount of Restricted Payments made under this clause (4) do not exceed in any calendar year 5.0 million (which shall increase to 10.0 million subsequent to the consummation of an IPO Event) (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without giving effect to the following proviso) of 25.0 million in any calendar year (which shall increase to 50.0 million subsequent to an IPO Event)); provided, further, that such amount in any calendar year under this clause may be increased by an amount not to exceed: (a) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) or Subordinated Shareholder Funding of the Company and, to the extent contributed to the Company, the cash proceeds from the sale of Equity Interests or Subordinated Shareholder Funding of any of Holding Company of the Company, in each case to any future, present or former employees, directors, officers, members of management, or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Company, any of its Subsidiaries or any of its Holding Companies that occurs after the Issue Date, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of clause (3) of the preceding paragraph; plus (b) the cash proceeds of key man life insurance policies received by the Company or its Restricted Subsidiaries (or any Holding Company to the extent contributed to the Company) after the Issue Date; less (c) the amount of any Restricted Payments previously made with the cash proceeds described in clauses (a) and (b) of this clause (4); and provided, further, that (i) cancellation of Indebtedness owing to the Company or any Restricted Subsidiary from any future, present or former employees, directors, officers, members of management or consultants of the Company (or their respective Controlled Investment Affiliates or Immediate Family Members), any Holding Company of the Company or any of the Company s Restricted Subsidiaries in connection with a repurchase of Equity Interests of the Company or any of its Holding Companies and (ii) the repurchase of Equity Interests deemed to occur upon the exercise of options, warrants or similar instruments if such Equity Interests represents all or a portion of the exercise price thereof or payments, in lieu of the issuance of fractional Equity Interests or withholding to pay other taxes payable in connection therewith, in the case of each of clauses (i) and (ii), will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of the Indenture; (5) the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Company or any of its Restricted Subsidiaries or any class or series of Preferred Stock of any Restricted Subsidiary issued in accordance with the covenant described under Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock to the extent such dividends are included in the definition of Fixed Charges ; (6) (a) the declaration and payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued by the Company or any of its Restricted Subsidiaries after the Issue Date; (a) the declaration and payment of dividends to any Holding Company of the Company, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued by such parent company after the Issue Date; provided, that the amount of dividends paid pursuant to this 199

220 clause (b) shall not exceed the aggregate amount of cash actually contributed to the Company from the sale of such Designated Preferred Stock; or (b) the declaration and payment of dividends on Refunding Capital Stock that is Preferred Stock in excess of the dividends declarable and payable thereon pursuant to clause (2) of this paragraph; provided, in the case of each of (a), (b) and (c) of this clause (6), that for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock or the declaration of such dividends on Refunding Capital Stock that is Preferred Stock, after giving effect to such issuance or declaration on a pro forma basis, the Company and its Restricted Subsidiaries on a consolidated basis would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00; (7) Investments in Unrestricted Subsidiaries having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (7) that are at the time outstanding, without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities (until such proceeds are converted to Cash Equivalents), not to exceed the greater of (a) 21.0 million and (b) 2.25% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); (8) payments made or expected to be made by the Company or any Restricted Subsidiary in respect of withholding or similar taxes payable upon exercise of Equity Interests by any future, present or former employee, director, officer, member of management or consultant (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Company or any Restricted Subsidiary or any Holding Company of the Company and any repurchases of Equity Interests deemed to occur upon exercise of stock options, warrants or other equity-based awards if such Equity Interests represent a portion of the exercise price of such options, warrants or awards; (9) the declaration and payment of dividends on the Company s common stock (or the payment of dividends to any Holding Company of the Company to fund a payment of dividends on such company s common stock), following an IPO Event, in an amount not to exceed the sum of (a) up to 6.0% per annum of the amount of net cash proceeds received by or contributed to the Company in or from any public offering and other than any public sale constituting an Excluded Contribution and (b) an aggregate amount per annum not to exceed (x) 5.0% of Market Capitalization, if, after giving pro forma effect to the payment of any such Restricted Payment, the Consolidated Total Debt Ratio is greater than 3.75 to 1.00 and (y) 7.0% of Market Capitalization, so long as, after giving pro forma effect to the payment of any such Restricted Payment, the Consolidated Total Debt Ratio shall be less than or equal to 3.75 to 1.00; (10)Restricted Payments that are made (a) in an amount equal to the amount of Excluded Contributions previously received or (b) without duplication with clause (a), from the Net Proceeds from an Asset Sale in respect of property or assets acquired after the Issue Date, if the acquisition of such property or assets was financed with Excluded Contributions; (11)Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (11) (in the case of Restricted Investments, at the time outstanding (without giving effect to the sale of an Investment to the extent the proceeds of such sale do not consist of, or have not be subsequently sold or transferred for, Cash Equivalents)) not to exceed the greater of (a) 25.0 million and (b) 3.0% of Total Assets at such time; (12)distributions or payments of Securitization Fees; (13)any Restricted Payment made in connection with the Transactions and the fees and expenses related thereto or owed to Affiliates, in each case to the extent permitted by the covenant described under Transactions with Affiliates ; (14)the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to the provisions similar to those described under the captions Repurchase at the Option of Holders Change of Control, Repurchase at the Option of Holders Asset 200

221 Sales and clause (14) of Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock ; provided, that if the Company shall have been required to make a Change of Control Offer or Asset Sale Offer, as applicable, to purchase the Notes on the terms provided in the Indenture applicable to Change of Control Offers or Asset Sale Offers, respectively, all Notes validly tendered by Holders of such Notes in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed, acquired or retired for value; (15)the declaration and payment of dividends or distributions by the Company to, or the making of loans to, any Holding Company of the Company in amounts required for any Holding Company of the Company to pay, in each case without duplication, (a) franchise, excise and similar taxes, and other fees and expenses, required to maintain their corporate existence; (b) consolidated, combined or similar foreign, federal, state or local income or similar taxes of a tax group that includes the Company and/or its Subsidiaries and whose common parent is a Holding Company of the Company, to the extent such income or similar taxes are attributable to the income of the Company and its Restricted Subsidiaries or, to the extent of any cash amounts actually received from its Unrestricted Subsidiaries for such purpose, to the income of such Unrestricted Subsidiaries; provided, that in each case the amount of such payments in respect of any fiscal year does not exceed the amount that the Company and/or its Restricted Subsidiaries (and, to the extent permitted above, its Unrestricted Subsidiaries), as applicable, would have been required to pay in respect of the relevant foreign, federal, state or local income or similar taxes for such fiscal year had the Company, its Restricted Subsidiaries and/or its Unrestricted Subsidiaries (to the extent described above), as applicable, paid such taxes separately from any such parent company; (c) customary salary, bonus and other benefits payable to employees, directors, officers and managers of any Holding Company of the Company to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Company and its Restricted Subsidiaries; (d) general corporate operating and overhead costs and expenses of any Holding Company of the Company to the extent such costs and expenses are attributable to the ownership or operation of the Company and its Restricted Subsidiaries; (e) fees and expenses other than to Affiliates of the Company related to any unsuccessful equity or debt offering of such parent entity; (f) amounts payable pursuant to the Support and Services Agreement (including any amendment thereto or replacement thereof so long as any such amendment or replacement is not materially disadvantageous in the good faith judgment of the board of directors of the Company to the Holders when taken as a whole, as compared to the Support and Services Agreement as in effect immediately prior to such amendment or replacement, solely to the extent such amounts are not paid directly by the Company or its Subsidiaries; (g) cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of the Company or any Holding Company of the Company; (h) to finance Investments that would otherwise be permitted to be made pursuant to this covenant if made by the Company; provided, that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment, (B) such Holding Company shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to the capital of the Company or one of its Restricted Subsidiaries or (2) the merger or amalgamation of the Person formed or acquired into the Company or one of its Restricted Subsidiaries (to the extent not prohibited by the covenant described under the caption Merger, Consolidation or Sale of All or Substantially All Assets below) in order to consummate such Investment, (C) such Holding Company and 201

222 its Affiliates (other than the Company or a Restricted Subsidiary) receives no consideration or other payment in connection with such transaction except to the extent the Company or a Restricted Subsidiary could have given such consideration or made such payment in compliance with the Indenture, (D) any property received by the Company shall not increase amounts available for Restricted Payments pursuant to clause (3) of the preceding paragraph and (E) such Investment shall be deemed to be made by the Company or such Restricted Subsidiary pursuant to another provision of this covenant (other than pursuant to clause (10) hereof) or pursuant to the definition of Permitted Investments (other than clause (9) thereof); and (i) amounts that would be permitted to be paid by the Company under clauses (3), (4), (7), (8), (12), (13) and (16) of the covenant described under Transactions with Affiliates ; provided, that the amount of any dividend or distribution under this clause (15)(i) to permit such payment shall reduce, without duplication, Consolidated Net Income of the Company to the extent, if any, that such payment would have reduced Consolidated Net Income of the Company if such payment had been made directly by the Company and increase (or, without duplication of any reduction of Consolidated Net Income, decrease) EBITDA to the extent, if any, that Consolidated Net Income is reduced under this clause (15)(i) and such payment would have been added back to (or, to the extent excluded from Consolidated Net Income, would have been deducted from) EBITDA if such payment had been made directly by the Company, in each case, in the period such payment is made; (16)the distribution, by dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to the Company or a Restricted Subsidiary by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are cash and/or Cash Equivalents); and (17)Restricted Payments; provided, that for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of such Restricted Payment, on a pro forma basis, the Company and its Restricted Subsidiaries on a consolidated basis would have had a Consolidated Total Debt Ratio of no more than 3.5 to 1.00; provided, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (11) and (16), no Event of Default shall have occurred and be continuing or would occur as a consequence thereof. For purposes of determining compliance with this covenant, in the event that a proposed Restricted Payment (or a portion thereof) meets the criteria of clauses (1) through (17) above or is entitled to be made pursuant to the first paragraph of this covenant, the Company will be entitled to classify or later reclassify (based on circumstances existing on the date of such reclassification) such Restricted Payment (or a portion thereof) between such clauses (1) through (17) and such first paragraph in any manner that otherwise complies with this covenant. As of the date of these listing particulars, all of the Company s Subsidiaries are Restricted Subsidiaries. The Company will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the penultimate sentence of the definition of Unrestricted Subsidiary. For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Company and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Restricted Payments in an amount determined as set forth in the penultimate sentence of the definition of Investments. Such designation will be permitted only if a Restricted Payment in such amount would be permitted at such time, pursuant to this covenant or pursuant to the definition of Permitted Investments, and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries will not be subject to any of the restrictive covenants set forth in the Indenture. As of September 30, 2015, the Company estimates that it would have been able to make Restricted Payments in the amount of 15.0 million pursuant to clause (3) of the first paragraph of this covenant. Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, incur and collectively, an incurrence ) with respect to any Indebtedness (including 202

223 Acquired Indebtedness) and the Company will not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, that the Company may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if the Fixed Charge Coverage Ratio on a consolidated basis of the Company and its Restricted Subsidiaries for the most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period. The foregoing limitations will not apply to: (1) Indebtedness Incurred pursuant to the any Credit Facility or any refinancing Indebtedness in respect thereof in an aggregate amount not exceeding the greater of (i) 50.0 million and (ii) 100% of EBITDA of the Company for the most recently ended four full fiscal quarters for which internal financial statements are available plus in the case of any refinancing of any Indebtedness permitted under this clause (1) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing; (2) the incurrence by the Company and any Guarantor of Indebtedness represented by (a) the Notes (including any guarantee thereof, but excluding any Additional Notes); (3) Indebtedness of the Company and its Restricted Subsidiaries in existence on the Issue Date (other than Indebtedness described in clauses (1) and (2)) and of the Target Group on the Completion Date (including the Notes Proceeds Loan and the Funding Loans) except to the extent to be discharged pursuant to the Transactions; (4) Indebtedness consisting of Capitalized Lease Obligations and Purchase Money Obligations in an aggregate principal amount (together with any Indebtedness incurred under clause (13) to refinance Indebtedness incurred under this clause (4)) not to exceed the greater of (a) 25.0 million and (b) 3.0% of Total Assets (in each case, determined at the date of incurrence or issuance), so long as such Indebtedness exists at the date of such purchase, lease or improvement or is created within 365 days thereafter (and for the avoidance of doubt, the purchase date for any asset shall be the later of the date of completion of construction or installation and the beginning of the full productive use of such asset); (5) Indebtedness incurred by the Company or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit, bank guarantees, banker s acceptances, warehouse receipts, or similar instruments issued or created in the ordinary course of business, including letters of credit in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement type obligations regarding workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance; provided, that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 Business Days following such drawing or incurrence; (6) Indebtedness arising from agreements of the Company or its Restricted Subsidiaries providing for indemnification, adjustment of purchase price, earnouts or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided, that such Indebtedness is not reflected on the balance sheet of the Company, or any of its Restricted Subsidiaries; and provided, further, that Contingent Obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (6); 203

224 (7) Indebtedness of the Company to a Restricted Subsidiary; provided, that any such Indebtedness owing to a Restricted Subsidiary that is not a Guarantor is expressly subordinated in right of payment to the Notes in accordance with and to the extent required by the Intercreditor Agreement; provided, further, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Company or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to be an incurrence of such Indebtedness (to the extent such Indebtedness is then outstanding) not permitted by this clause (7); (8) Indebtedness of a Restricted Subsidiary to the Company or another Restricted Subsidiary; provided, that if a Subsidiary Guarantor incurs such Indebtedness to a Restricted Subsidiary that is not a Guarantor, such Indebtedness is expressly subordinated in right of payment to the Guarantee of the Notes of such Subsidiary Guarantor in accordance with and to the extent required by the Intercreditor Agreement; provided, further, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of any such Indebtedness (except to the Company or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to be an incurrence of such Indebtedness (to the extent such Indebtedness is then outstanding) not permitted by this clause (8); (9) shares of Preferred Stock of a Restricted Subsidiary issued to the Company or another Restricted Subsidiary; provided, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Company or another of its Restricted Subsidiaries or any pledge of such Capital Stock constituting a Permitted Lien) shall be deemed in each case to be an issuance of such shares of Preferred Stock (to the extent such Preferred Stock is then outstanding) not permitted by this clause (9); (10)Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes, in the good faith determination of management) for the purpose of limiting interest rate risk with respect to any Indebtedness permitted to be incurred under the Indenture, exchange rate risk or commodity pricing risk; (11)obligations in respect of self-insurance and obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Company or any of its Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice; (12)(a) Indebtedness or Disqualified Stock of the Company and Indebtedness, Disqualified Stock or Preferred Stock of the Company or any Restricted Subsidiary in an aggregate principal amount or liquidation preference up to (together with any Indebtedness incurred under clause (13) to refinance Indebtedness incurred under this clause (12)(a)) not to exceed 100% of the net cash proceeds received by the Company since immediately after the Issue Date from the issue or sale of Equity Interests or Subordinated Shareholder Funding of the Company or cash contributed to the capital of the Company (in each case, other than Excluded Contributions, proceeds of Disqualified Stock or sales of Equity Interests or Subordinated Shareholder Funding to the Company or any of its Subsidiaries) as determined in accordance with clauses (3)(b) and (3)(c) of the first paragraph of Limitation on Restricted Payments to the extent such net cash proceeds or cash have not been applied pursuant to such clauses to make Restricted Payments pursuant to the second paragraph of Limitation on Restricted Payments or to make Permitted Investments (other than Permitted Investments specified in clauses (1), (2) or (3) of the definition thereof), and (b) Indebtedness or Disqualified Stock of the Company and Indebtedness, Disqualified Stock or Preferred Stock of the Company or any Restricted Subsidiary in an aggregate principal amount or liquidation preference, which when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred pursuant to this clause (12)(b), does not at any time outstanding exceed the greater of (i) 25.0 million and (ii) 2.4% of Total Assets (in each case, determined 204

225 on the date of such incurrence); it being understood that any Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to this clause (12)(b) shall cease to be deemed incurred or outstanding for purposes of this clause (12)(b) but shall be deemed incurred for the purposes of the first paragraph of this covenant from and after the first date on which the Company or such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock under the first paragraph of this covenant without reliance on this clause (12)(b); provided, that up to 15.0 million of Indebtedness, Disqualified Stock or Preferred Stock outstanding and incurred pursuant to this clause (12)(b) may be attributable to Restricted Subsidiaries that are not Guarantors; (13)the incurrence or issuance by the Company or any Restricted Subsidiary of Indebtedness, Disqualified Stock or Preferred Stock which serves to extend, replace, refund, refinance, renew or defease any Indebtedness, Disqualified Stock or Preferred Stock incurred or issued as permitted under the first paragraph of this covenant and clauses (2), (3), (4) and (12)(a) above, this clause (13) and clause (14) below or any Indebtedness, Disqualified Stock or Preferred Stock incurred or issued to so extend, replace, refund, refinance, renew or defease such Indebtedness, Disqualified Stock or Preferred Stock including additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay premiums (including tender premiums), defeasance costs, and accrued interest, fees and expenses in connection therewith (the Refinancing Indebtedness ) prior to its respective maturity; provided, that such Refinancing Indebtedness: (a) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being extended, replaced, refunded, refinanced, renewed or defeased (or requires no or nominal payments in cash prior to the date that is 91 days after the maturity date of the Notes); (b) to the extent such Refinancing Indebtedness extends, replaces, refunds, refinances, renews or defeases (i) Indebtedness subordinated in right of payment to the Notes or any Guarantee thereof, such Refinancing Indebtedness is subordinated in right of payment to the Notes or the Guarantee thereof at least to the same extent as the Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased or (ii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively; and (c) shall not include: (i) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of the Company that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of the Company; (ii) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of the Company that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary Guarantor; or (iii) Indebtedness or Disqualified Stock of the Company or Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary; and provided, further, that subclause (a) of this clause (13) will not apply to any extension, replacement, refunding, refinancing, renewal or defeasance of any Credit Facilities or Secured Indebtedness; (14)(a) Indebtedness, Disqualified Stock or Preferred Stock of the Company or a Restricted Subsidiary incurred or issued to finance an acquisition (or other purchase of assets) or (b) Indebtedness, Disqualified Stock or Preferred Stock of Persons that are acquired by the Company or any Restricted Subsidiary or merged into or consolidated with the Company or a Restricted Subsidiary in accordance with the terms of the Indenture; provided, that in the case of clauses (a) and (b), after giving effect to such acquisition, merger, amalgamation or consolidation, (1) the aggregate amount of such Indebtedness does not exceed 15.0 million at any time outstanding or (2) either (x) the Company would be permitted to incur at least 1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Test set forth in the first paragraph of this covenant or (y) the Fixed 205

226 Charge Coverage Ratio for the Company and its Restricted Subsidiaries is equal to or greater than immediately prior to such acquisition, merger, amalgamation or consolidation; (15)Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; (16)Indebtedness of the Company or any of its Restricted Subsidiaries supported by a letter of credit issued pursuant to the Credit Facilities, in a principal amount not in excess of the stated amount of such letter of credit; (17)(a) any guarantee by the Company or a Restricted Subsidiary of Indebtedness or other obligations of any Restricted Subsidiary so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of the Indenture, or (b) any guarantee by a Restricted Subsidiary of Indebtedness of the Company; provided, that such guarantee is incurred in accordance with the covenant described below under Limitation on Guarantees of Indebtedness by Restricted Subsidiaries ; (18)Indebtedness consisting of Indebtedness issued by the Company or any of its Restricted Subsidiaries to future, present or former employees, directors, officers, managers and consultants thereof, their respective Controlled Investment Affiliates or Immediate Family Members, in each case to finance the purchase or redemption of Equity Interests of the Company or any Holding Company of the Company to the extent described in clause (4) of the second paragraph under the caption Limitation on Restricted Payments ; (19)to the extent constituting Indebtedness, customer deposits and advance payments (including progress premiums) received in the ordinary course of business from customers for goods purchased in the ordinary course of business; (20)(a) Indebtedness owed on a short-term basis of no longer than 30 days to banks and other financial institutions incurred in the ordinary course of business of the Company and its Restricted Subsidiaries with such banks or financial institutions that arises in connection with ordinary banking arrangements to manage cash balances of the Company and its Restricted Subsidiaries and (b) Indebtedness in respect of Bank Products; (21)Indebtedness incurred by a Restricted Subsidiary in connection with bankers acceptances, discounted bills of exchange or the discounting or factoring of receivables or payables for credit management purposes, in each case incurred or undertaken consistent with past practice or in the ordinary course of business on arm s length commercial terms; (22)Indebtedness of the Company or any of its Restricted Subsidiaries consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case incurred in the ordinary course of business; (23)the incurrence of Indebtedness of the Company or any Restricted Subsidiaries of the Company in an amount outstanding under this clause (23) under local lines, bilateral facilities or working capital facilities not to exceed together with any other Indebtedness incurred under this clause (23) 15.0 million (determined on the date of such incurrence); it being understood that any Indebtedness deemed incurred pursuant to this clause (23) shall cease to be deemed incurred or outstanding for purposes of this clause (23) but shall be deemed incurred for the purposes of the first paragraph of this covenant from and after the first date on which the Company or such Restricted Subsidiaries could have incurred such Indebtedness under the first paragraph of this covenant without reliance on this clause (23); and (24)Indebtedness of the Company or any of its Restricted Subsidiaries undertaken in connection with cash management and related activities with respect to any Subsidiary or joint venture in the ordinary course of business. For purposes of determining compliance with this covenant: 206

227 (1) in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in clauses (1) through (24) above or is entitled to be incurred pursuant to the first paragraph of this covenant, the Company, in its sole discretion, may classify or reclassify such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) and will only be required to include the amount and type of such Indebtedness, Disqualified Stock or Preferred Stock in one of the above clauses or under the first paragraph of this covenant; provided, that all Indebtedness outstanding under the Revolving Credit Facility on and after the Issue Date will be treated as incurred on the Issue Date under clause (1) of the second paragraph above; and (2) the Company will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in the first and second paragraphs above. Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount and the payment of interest or dividends in the form of additional Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, of the same class will not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this covenant. Any Refinancing Indebtedness and any Indebtedness permitted to be incurred under the Indenture to refinance Indebtedness incurred pursuant to clauses (1) and (12)(b) above shall be deemed to include additional Indebtedness incurred to pay premiums (including reasonable tender premiums), defeasance costs, fees and expenses in connection with such refinancing. For the purposes of determining EBITDA with respect to clause (1) of the second paragraph of this covenant, (i) pro forma effect shall be given to EBITDA on the same basis as for calculating the Fixed Charge Coverage Ratio for the Company and its Restricted Subsidiaries and (ii) EBITDA shall be measured on the most recent date on which new commitments are obtained (in the case of revolving facilities) or the date upon which Indebtedness is incurred (in the case of term facilities). For purposes of determining compliance with any euro-denominated restriction on the incurrence of Indebtedness, the Euro Equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided, that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable euro-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such euro-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed (a) the principal amount of such Indebtedness being refinanced plus (b) the aggregate amount of fees, underwriting discounts, premiums (including tender premiums) and other costs and expenses (including original issue discount, upfront fees or similar fees) incurred in connection with such refinancing. The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing. The Indenture provides that the Company will not, and will not permit any Subsidiary Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is contractually subordinated or junior in right of payment to any Indebtedness of the Company or such Guarantor, as the case may be, unless such Indebtedness is expressly subordinated in right of payment to the Notes or such Guarantor s Guarantee to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Company or such Guarantor, as the case may be. The Indenture does not treat (1) unsecured Indebtedness as subordinated or junior to Secured Indebtedness merely because it is unsecured or (2) Indebtedness as subordinated or junior to any other Indebtedness merely because it has a junior priority with respect to the same collateral or because it is guaranteed by other obligors. 207

228 Liens The Company will not, and will not permit any Subsidiary Guarantor to, directly or indirectly, create, incur, assume or suffer to exist any Lien (except Permitted Liens) that secures Obligations under any Indebtedness or any related guarantee of Indebtedness (any such Lien, the Initial Lien ), on any asset or property of the Company or any Subsidiary Guarantor, or any income or profits therefrom, or assign or convey any right to receive income therefrom, except, in the case of any assets or property that does not constitute Collateral, any Initial Lien if the Notes or the Guarantees are equally and ratably secured with (or on a senior basis to, in the case such Initial Lien secures any Subordinated Indebtedness) the obligations secured by such Initial Lien. Any Lien created for the benefit of the Holders of the Notes pursuant to the exception relating to Initial Liens on assets or property that do not constitute Collateral in the preceding paragraph shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Initial Lien which release and discharge in the case of any sale of any such asset or property shall not affect any Lien that the Security Agent may have on the proceeds from such sale. Merger, Consolidation or Sale of All or Substantially All Assets The Issuer The Issuer will not consolidate with or merge with or into, or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all its assets to, any Person, unless: (1) the resulting, surviving or transferee Person (the Successor Issuer ) will be a Person organized and existing under the laws of any member state of the European Union or the United States of America, any State of the United States or the District of Columbia, Canada or any province of Canada, Norway or Switzerland and the Successor Issuer (if not the Issuer) will expressly assume (a) by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Issuer under the Notes and the Indenture and (b) all obligations of the Issuer under the Collateral Documents (and, to the extent required by the Intercreditor Agreement, the Intercreditor Agreement); (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Issuer or any Subsidiary of the Successor Issuer as a result of such transaction as having been Incurred by the Successor Issuer or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; and (3) the Issuer shall have delivered to the Trustee an Officer s Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the Indenture and an Opinion of Counsel to the effect that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the Successor Issuer; provided, that in giving an Opinion of Counsel, counsel may rely on an Officer s Certificate as to any matters of fact, including as to satisfaction of clauses (1) and (2) above. The Issuer shall also deliver to the Trustee any documentation reasonably required by the Trustee for the Trustee to perform KYC Know Your Customer due diligence on the successor Issuer. For purposes of this covenant, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. The Successor Issuer will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Indenture but in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under the Indenture or the Notes. Notwithstanding the preceding clauses (2) and (3) and the provisions described below under The Company and Subsidiary Guarantors (which do not apply to transactions referred to in this sentence), (a) 208

229 any Restricted Subsidiary of the Company may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer, (b) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to any other Restricted Subsidiary and (c) the Company and its Restricted Subsidiaries may undertake the Transactions. Notwithstanding the preceding clauses (2) and (3) (which does not apply to the transactions referred to in this sentence), the Issuer may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer. The foregoing provisions (other than the requirements of clause (2) of the first paragraph of this covenant) will not apply to the creation of a new subsidiary of the Issuer that becomes a parent of one or more of the Issuer s Subsidiaries. The Issuer shall remain a Wholly Owned Subsidiary of the Company, except to the extent that the Issuer becomes an IPO Entity in compliance with the provisions described under IPO Pushdown. The Company The Company will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless: (1) the resulting, surviving or transferee Person (the Successor Company ) will be a Person organized and existing under the laws of any member state of the European Union or the United States of America, any State of the United States or the District of Columbia, Canada or any province of Canada, Norway or Switzerland and the Successor Company (if not the Company) will expressly assume (a) by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Parent Guarantee and (b) all obligations of the Company under the Collateral Documents (and, to the extent required by the Intercreditor Agreement, the Intercreditor Agreement); (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any Subsidiary of the Successor Company as a result of such transaction as having been Incurred by the Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction, either (a) the Successor Company would be able to Incur at least an additional 1.00 of Indebtedness pursuant to clause (i) of the first paragraph of the covenant described under Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock or (b) the Fixed Charge Coverage Ratio would not be lower than it was immediately prior to giving effect to such transaction; and (4) the Company or the Successor Company shall have delivered to the Trustee an Officer s Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the Indenture and an Opinion of Counsel to the effect that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the Successor Company; provided, that in giving an Opinion of Counsel, counsel may rely on an Officer s Certificate as to any matters of fact, including as to satisfaction of clauses (2) and (3) above. Any Indebtedness that becomes an obligation of the Company or any Restricted Subsidiary (or that is deemed to be Incurred by any Restricted Subsidiary that becomes a Restricted Subsidiary) as a result of any such transaction undertaken in compliance with this covenant, and any Refinancing Indebtedness with respect thereto, shall be deemed to have been incurred in compliance with the covenant described under Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. For purposes of this covenant, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. 209

230 The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture but in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under the Indenture or the Notes. Notwithstanding the preceding clauses (2) and (3) and the provisions described above under The Issuer and below under Subsidiary Guarantors (which do not apply to transactions referred to in this sentence) and, other than with respect to the second preceding paragraph, clause (4) of the first paragraph of this covenant, (a) any Restricted Subsidiary of the Company may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company, (b) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to any other Restricted Subsidiary and (c) the Company and its Restricted Subsidiaries may undertake the Transactions. Notwithstanding the preceding clauses (2), (3) and (4) (which does not apply to the transactions referred to in this sentence), the Company may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Company, reincorporating the Company in another jurisdiction, or changing the legal form of the Company. The foregoing provisions (other than the requirements of clause (2) of the first paragraph of this covenant) will not apply to the creation of a new subsidiary as a Restricted Subsidiary of the Company or to the Post-Closing Mergers. Subsidiary Guarantors No Subsidiary Guarantor may: (1) consolidate with or merge with or into any Person; (2) sell, convey, transfer or dispose of, all or substantially all its assets as an entirety or substantially as an entirety, in one transaction or a series of related transactions, to any Person; or (3) permit any Person to merge with or into such Guarantor, unless (A) the other Person is the Company or any Restricted Subsidiary that is Guarantor or becomes a Guarantor concurrently with the transaction); or (B) (1) either (x) a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Guarantee, the Collateral Documents, to the extent required by the Intercreditor Agreement, the Intercreditor Agreement and, if applicable, the Funding Loans; and (2) immediately after giving effect to the transaction, no Default has occurred and is continuing; or (C) the transaction constitutes a sale or other disposition (including by way of consolidation or merger) of the Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor (in each case other than to the Company or a Restricted Subsidiary) otherwise permitted by the Indenture. Notwithstanding the preceding clause B(2) and the provisions described above under The Issuer and The Company, (which does not apply to transactions referred to in this sentence), (a) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Subsidiary Guarantor, (b) any Subsidiary Guarantor may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to any other Subsidiary Guarantor and (c) the Subsidiary Guarantors may undertake the Transactions. Notwithstanding the preceding clause B(2) (which does not apply to the transactions referred to in this sentence), a Subsidiary Guarantor may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Subsidiary Guarantor reincorporating the Subsidiary Guarantor in another jurisdiction, or changing the legal form of the Subsidiary Guarantor. There is no precise established definition of the phrase substantially all under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve all or substantially all of the property or assets of a Person. 210

231 Transactions with Affiliates The Company will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each of the foregoing, an Affiliate Transaction ) involving aggregate payments or consideration in excess of 5.0 million, unless: (1) such Affiliate Transaction is on terms that are not materially less favorable to the Company or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person on an arm slength basis; and (2) the Company delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of 20.0 million, a resolution adopted by the majority of the board of directors of the Company approving such Affiliate Transaction and set forth in an Officer s Certificate certifying that such Affiliate Transaction complies with clause (1) above. The foregoing provisions will not apply to the following: (1) transactions between or among the Company or any of its Restricted Subsidiaries; (2) Restricted Payments permitted by the provisions of the Indenture described above under the covenant Limitation on Restricted Payments (other than pursuant to clause (13) of the second paragraph of such covenant) and the definition of Permitted Investments ; (3) the payment of management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses pursuant to the Support and Services Agreement (plus any unpaid management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses accrued in any prior year) and any termination fees (including any such cash lump sum or present value fee upon the consummation of a corporate event, including an initial public equity offering) pursuant to the Support and Services Agreement, or any amendment thereto or replacement thereof so long as any such amendment or replacement is not materially disadvantageous in the good faith judgment of the board of directors of the Company to the Holders when taken as a whole, as compared to the Support and Services Agreement as in effect immediately prior to such amendment or replacement; (4) (A) employment agreements, employee benefit and incentive compensation plans and arrangements and (B) the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements provided on behalf of or for the benefit of, current or former employees, directors, officers, managers or consultants of the Company, any of its Holding Companies or any of its Restricted Subsidiaries; (5) transactions in which the Company or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable, when taken as a whole, to the Company or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person on an arm s-length basis; (6) any agreement or arrangement as in effect as of the Issue Date or the Completion Date, or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect in the good faith judgment of the Company to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date or the Completion Date); (7) the existence of, or the performance by the Company or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it (or any parent company of the Company) is a party as of the Issue Date or the Completion Date and any similar agreements 211

232 which it (or any parent company of the Company) may enter into thereafter; provided, that the existence of, or the performance by the Company or any of its Restricted Subsidiaries (or such parent company) of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date or the Completion Date shall only be permitted by this clause (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect in the good faith judgment of the Company to the Holders when taken as a whole; (8) the Transactions and the payment of all fees and expenses related to the Transactions, including Transaction Expenses; (9) transactions with customers, clients, suppliers, contractors, joint venture partners or purchasers or sellers of goods or services that are Affiliates, in each case in the ordinary course of business or that are consistent with past practice and otherwise in compliance with the terms of the Indenture which are fair to the Company and its Restricted Subsidiaries, in the reasonable determination of the Company, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (10)the issuance or transfer of Equity Interests (other than Disqualified Stock) or Subordinated Shareholder Funding of the Company to any Holding Company of the Company or to any Permitted Holder or to any employee, director, officer, manager or consultant (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Company, any of its Holding Companies or any of its Restricted Subsidiaries; (11)sales of accounts receivable, or participations therein, or Securitization Assets or related assets in connection with any Qualified Securitization Facility; (12)payments by the Company or any of its Restricted Subsidiaries to any of the Investors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by the Company in good faith; (13)payments and Indebtedness and Disqualified Stock (and cancellation of any thereof) of the Company and its Restricted Subsidiaries and Preferred Stock (and cancellation of any thereof) of any Restricted Subsidiary to any future, current or former employee, director, officer, manager or consultant (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Company, any of its Subsidiaries or any of its Holding Companies pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement that are, in each case, approved by the Company in good faith; and any employment agreements, stock option plans and other compensatory arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or arrangements with any such employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) that are, in each case, approved by the Company in good faith; (14)(i) investments by Permitted Holders in securities or loans of the Company or any of its Restricted Subsidiaries (and payment of reasonable out-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as the investment is being offered by the Company or such Restricted Subsidiary generally to other investors on the same or more favorable terms and (ii) payments to Permitted Holders in respect of securities or loans of the Company or any of its Restricted Subsidiaries contemplated in the foregoing subclause (i) or that were acquired from Persons other than the Company and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (15)payments to or from, and transactions with, any joint venture in the ordinary course of business or consistent with past practice (including, without limitation, any cash management activities related thereto); (16)payments by the Company (and any Holding Company thereof) and its Subsidiaries pursuant to Tax Sharing Agreements among the Company (and any such Holding Company) and its 212

233 Subsidiaries, to the extent such payments are permitted under clause (15)(b) of the second paragraph under the covenant Limitation on Restricted Payments ; (17)any lease entered into between the Company or any Restricted Subsidiary, as lessee and any Affiliate of the Company, as lessor, which is approved by the Company in good faith; (18)intellectual property licenses in the ordinary course of business; (19)[Reserved]; (20)the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to stockholders of the Company or any Holding Company thereof pursuant to the stockholders agreement or the registration rights agreement entered into on the Issue Date and/or the Completion Date in connection therewith; (21)the pledge of Equity Interests of any Unrestricted Subsidiary to lenders to support the Indebtedness of such Unrestricted Subsidiary owed to such lenders; and (22)any transaction with a joint venture which would constitute an Affiliate Transaction solely because the Company or its Restricted Subsidiary owns an equity interest or otherwise controls such joint venture or similar entity. Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries The Company will not, and will not permit any of its Restricted Subsidiaries that is not a Guarantor to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (1) (a) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries that is a Guarantor on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries that is a Guarantor; (2) make loans or advances to the Company or any of its Restricted Subsidiaries that is a Guarantor; or (3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries that is a Guarantor, except (in each case) for such encumbrances or restrictions existing under or by reason of: (a) contractual encumbrances or restrictions in effect on the Issue Date or the Completion Date, including pursuant to the Revolving Credit Facility and the related documentation and Hedging Obligations and the related documentation; (b) the Indenture, the Notes and the guarantees thereof, the Notes Proceeds Loan and the Funding Loans; (c) purchase money obligations for property acquired in the ordinary course of business and capital lease obligations that impose restrictions of the nature discussed in clause (3) above on the property so acquired; (d) applicable law or any applicable rule, regulation or order; (e) (i) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger, amalgamation or consolidation of an Unrestricted Subsidiary into the Company or a Restricted Subsidiary or the transfer of all or substantially all of the assets of an Unrestricted Subsidiary to the Company or a Restricted Subsidiary, any agreement or other instrument of such Unrestricted Subsidiary (but, in any such case, not created in contemplation thereof) and 213

234 (ii) any agreement or other instrument of a Person acquired by or merged or consolidated with or into the Company or any of its Restricted Subsidiaries in existence at the time of such acquisition or at the time it merges with or into the Company or any of its Restricted Subsidiaries or assumed in connection with the acquisition of assets from such Person (but, in any such case, not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries, or the property or assets of the Person so acquired and its Subsidiaries or the property or assets so acquired; (f) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of the Company pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (g) Secured Indebtedness otherwise permitted to be incurred pursuant to the covenants described under Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock and Liens that limits the right of the debtor to dispose of the assets securing such Indebtedness; (h) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business or arising in connection with any Permitted Liens; (i) (j) other Indebtedness, Disqualified Stock or Preferred Stock of Restricted Subsidiaries that are not Guarantors permitted to be incurred subsequent to the Issue Date or the Completion Date pursuant to the provisions of the covenant descried under Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock ; customary provisions in joint venture agreements and other similar agreements or arrangements relating to such joint venture; (k) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, including with respect to intellectual property and other agreements, in each case, entered into in the ordinary course of business; (l) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Company or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business; provided, that such agreement prohibits the encumbrance of solely the property or assets of the Company or such Restricted Subsidiary that are the subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Company or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; (m) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Restricted Subsidiary; (n) customary provisions restricting assignment of any agreement entered into in the ordinary course of business; (o) restrictions arising in connection with cash or other deposits permitted under the covenant Liens ; (p) any agreement or instrument (A) relating to any Indebtedness, Disqualified or preferred stock permitted to be incurred or issued subsequent to the Issue Date pursuant to the covenant described under Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock if the encumbrances and restrictions are not materially more disadvantageous, taken as a whole, to the Holders than is customary in comparable financings for similarly situated issuers (as determined in good faith by the Company) or is otherwise in effect on the Issue Date or the Completion Date and (B) either (x) the Company determines that such encumbrance or restriction will not adversely affect the Issuer s ability to make 214

235 principal and interest payments on the Notes as and when they come due or (y) such encumbrances and restrictions apply only during the continuance of a default in respect of a payment or financial maintenance covenant relating to such Indebtedness; (q) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (p) above; provided, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, not materially more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and (r) restrictions created in connection with any Qualified Securitization Facility that in the good faith determination of the Company are necessary or advisable to effect such Qualified Securitization Facility. Limitation on Guarantees of Indebtedness by Restricted Subsidiaries The Company will not permit any of its Wholly Owned Subsidiaries that are Restricted Subsidiaries (and non- Wholly Owned Subsidiaries if such non-wholly Owned Subsidiaries guarantee other capital markets debt securities of the Company or any Guarantor), other than a Guarantor or a Securitization Subsidiary, to guarantee the payment of any Indebtedness of the Company or any other Guarantor unless: (1) such Restricted Subsidiary within 30 days (i) executes and delivers a supplemental indenture to the Indenture providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Company or any Subsidiary Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes and (ii) becomes a party to the Collateral Documents and takes all actions required thereunder to perfect the Liens created thereunder; and (2) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other applicable rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; provided, that this covenant shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. The Company may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary shall not be required to comply with the 30 day period described in clause (1) above. After-Acquired Property Promptly following the acquisition by the Company, the Issuer or any Subsidiary Guarantor of any After- Acquired Property (but subject to the Agreed Security Principles) the Company or such Subsidiary Guarantor shall execute and deliver such mortgages, deeds of trust, security instruments, financing statements and certificates and opinions of counsel as shall be reasonably necessary to vest in the Security Agent a perfected security interest in such After-Acquired Property and to have such After-Acquired Property added to the Collateral, and thereupon all provisions of the Indenture relating to the Collateral shall be deemed to relate to such After-Acquired Property to the same extent and with the same force and effect. Impairment of Security Interest The Company shall not, and shall not permit any Restricted Subsidiary to, take or omit to take any action that would have the result of materially impairing the security interest with respect to the Collateral (it being understood that the incurrence of Permitted Liens on the Collateral shall under no circumstances be 215

236 deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Trustee and the Holders, and the Company shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent, for the benefit of the Trustee and the Holders and the other beneficiaries described in the Collateral Documents, any Lien over any of the Collateral that is prohibited by the covenant entitled Liens ; provided, that the Company and its Restricted Subsidiaries may Incur any Lien over any of the Collateral that is not prohibited by the covenant entitled Liens, including Permitted Liens and the Collateral may be discharged, transferred or released in any circumstances not prohibited by the Indenture, the Intercreditor Agreement or the applicable Collateral Documents. Notwithstanding the above, nothing in this covenant shall restrict the discharge and release of any Lien in accordance with the Indenture and the Intercreditor Agreement. Subject to the foregoing, the Collateral Documents may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) to (i) cure any ambiguity, omission, defect or inconsistency therein; (ii) provide for Permitted Liens; (iii) add to the Collateral; (iv) to accomplish the Post-Closing Mergers; or (v) make any other change thereto that does not adversely affect the Holders in any material respect; provided, however, that (except where permitted by the Indenture or the Intercreditor Agreement or to effect or facilitate the creation of Permitted Liens incurred in accordance with the Indenture), no Collateral Document may be amended, extended, renewed, restated, or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), unless contemporaneously with such amendment, extension, renewal, restatement, or modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Company delivers to the Security Agent and the Trustee, either (1) a solvency opinion from an independent financial advisor or appraiser or investment bank of international standing which confirms the solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, modification or release (followed by an immediate retaking of a lien of at least equivalent ranking over the same assets), (2) a certificate from the chief financial officer or the Board of Directors of the relevant Person which confirms the solvency of the Person granting the security interest after giving effect to any transactions related to such amendment, extension, renewal, restatement, modification or replacement, or (3) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel) confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, modification or release (followed by an immediate retaking of a lien of at least equivalent ranking over the same assets), the Lien or Liens created under the Collateral Document, so amended, extended, renewed, restated, modified or released and replaced are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, modification or replacement and to which the new Indebtedness secured by the Permitted Lien is not subject. In the event that the Company and its Restricted Subsidiaries comply with the requirements of this covenant, the Trustee and the Security Agent shall (subject to customary protections and indemnifications) consent to such actions without the need for instructions from the Holders. Reports and Other Information reports: For so long as any Notes are outstanding, the Company will provide to the Trustee the following (1) within 120 days (or, in the case of the first such report, 150 days) after the end of the Company s fiscal year beginning with the first fiscal year ending after the Issue Date, annual reports containing, to the extent applicable, the following information: (a) audited consolidated balance sheets of the Company or its predecessor as of the end of the two most recent fiscal years and audited consolidated income statements and statements of cash flow of the Company or its predecessor for the two most recent fiscal years, including complete footnotes to such financial statements and the report of the independent auditors on the financial statements; (b) unaudited pro forma income statement information and balance sheet information of the Company (which, for the avoidance of doubt, shall not include the provision of a full income statement or balance sheet to the extent not reasonably available), together with explanatory footnotes, for any material acquisitions, dispositions or recapitalizations that have occurred since the beginning of the most recently completed fiscal year; (c) an operating and financial review of the audited financial statements, including a discussion of the results of operations, financial condition, and liquidity and capital resources of the Company, and a discussion of material commitments and 216

237 contingencies and critical accounting policies; (d) description of the business, management and shareholders of the Company, all material affiliate transactions and a description of all material contractual arrangements, including material debt instruments; and (e) a summary description of material risk factors and material recent developments; (2) within 60 days (or, in the case of the first three such reports, 90 days) following the end of the first three fiscal quarters in each fiscal year of the Company beginning with the last quarter commencing prior to the Issue Date, all quarterly reports of the Company containing the following information: (a) an unaudited condensed consolidated balance sheet as of the end of such quarter and unaudited condensed statements of income and cash flow for the most recent year to date period ending on the unaudited condensed balance sheet date, and the comparable prior year period, together with condensed footnote disclosure; (b) unaudited pro forma income statement information and balance sheet information of the Company (which, for the avoidance of doubt, shall not include the provision of a full income statement or balance sheet to the extent not reasonably available), together with explanatory footnotes, for any material acquisitions, dispositions or recapitalizations that have occurred since the beginning of the relevant quarter; (c) an operating and financial review of the unaudited financial statements, including a discussion of the results of operations, financial condition, EBITDA or Adjusted EBITDA and material changes in liquidity and capital resources of the Company, and a discussion of material changes not in the ordinary course of business in commitments and contingencies since the most recent report; and (d) material recent developments; and (3) promptly after the occurrence of any material acquisition, disposition or restructuring or any senior executive officer changes at the Company or change in auditors of the Company or any other material event that the Company or any of its Restricted Subsidiaries announces publicly, a report containing a description of such event. All financial statement and pro forma financial information shall be prepared in accordance with French GAAP as in effect on the date of such report or financial statement (or otherwise on the basis of French GAAP as then in effect) and on a consistent basis for the periods presented; provided, however, that the reports set forth in clauses (1), (2) and (3) above may, (x) in the event of a change in applicable French GAAP, present earlier periods on a basis that applied to such periods and (y) to the extent comparable prior period financial information of the Company does not exist, the comparable prior period financial information of AAG may be provided in lieu thereof. At the Company s election, any such report may also include financial statements of AAG in lieu of those for the Company; provided, that if the financial statements of AAG are included in such report, a reasonably detailed description of material differences between the financial statements of the Company, on one hand, and AAG, on the other, shall be included for any period after the Issue Date. Following an Initial Public Offering of the Capital Stock of the Issuer, the Company or any Holding Company thereof and/or the listing of such Capital Stock on a recognized European or U.S. stock exchange, the requirements of clauses (1), (2) and (3) above shall be considered to have been fulfilled if the IPO Entity complies with the reporting requirements of such stock exchange. Except as provided for above, no report need include separate financial statements for any Subsidiaries of the Company. At any time that any of the Company s Subsidiaries are Unrestricted Subsidiaries and any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, constitutes a Significant Subsidiary of the Company, then the annual and quarterly financial information required by clauses (1) and (2) of the first paragraph of this covenant shall include either (i) a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company or (ii) stand-alone audited or unaudited financial statements, as the case may be, of such Unrestricted Subsidiary or Unrestricted Subsidiaries (as a group or otherwise) together with an unaudited reconciliation to the financial information of the Company and its Subsidiaries, which reconciliation shall include the following items: revenues, EBITDA or Adjusted EBITDA, net income, cash, total assets, total debt, shareholders equity, capital expenditures and interest expense. Substantially concurrently with the issuance to the Trustee of the reports specified in clauses (1), (2) and (3) of the first paragraph of this covenant, the Company shall also (a) use its commercially reasonable efforts (i) to post copies of such reports on such website as may be then maintained by the Company and its Subsidiaries or (ii) otherwise to provide substantially comparable availability of such reports (as determined by the Company in good faith) or (b) to the extent the Company determines in good faith that it cannot make such 217

238 reports available in the manner described in the preceding clause (a) owing to applicable law or after the use of its commercially reasonable efforts, furnish such reports to the Holders and, upon request, prospective purchasers of the Notes. The Company will also make available copies of all reports required by clauses (1) through (3) of the first paragraph of this covenant, if and so long as the Notes are listed on the Official List of the Irish Stock Exchange and admitted for trading on the Global Exchange Market and the rules of the Irish Stock Exchange so require, at the offices of the Paying Agent or, to the extent and in the manner permitted by such rules, post such reports on the official website of the Irish Stock Exchange. In addition, so long as the Notes remain outstanding and during any period during which the Company is not subject to Section 13 or 15(d) of the Exchange Act nor exempt therefrom pursuant to Rule 12g3-2(b), the Company shall furnish to the Holders and, upon their request, prospective purchasers of the Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Notwithstanding anything herein to the contrary, the Company will not be deemed to have failed to comply with any of its obligations hereunder for purposes of clause (3) under Events of Default and Remedies until 120 days after the receipt of the written notice delivered thereunder. To the extent any information is not provided within the time periods specified in this section Reports and Other Information and such information is subsequently provided, the Company will be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured. Further Assurances The Issuer and the Guarantors shall, subject to the Agreed Security Principles, execute any and all further documents, financing statements, agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee may reasonably request, in order to grant, preserve, protect and perfect the validity and priority of the security interests created or intended to be created by the Collateral Documents in the Collateral. In addition, from time to time, the Issuer and each Guarantor will, subject to the Agreed Security Principles, reasonably promptly secure the obligations under the Indenture and the Collateral Documents by pledging or creating, or causing to be pledged or created, perfected security interests with respect to the Collateral. Such security interests and Liens will be created under the Collateral Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form reasonably satisfactory to the Trustee. Maintenance of Listing The Issuer will use its commercially reasonable efforts to maintain the listing of the Notes on the Irish Stock Exchange for so long as such Notes are outstanding; provided that if at any time the Issuer determines that it will not maintain such listing, it will use its commercially reasonable efforts to obtain and maintain a listing of such Notes on another recognized stock exchange. Events of Default and Remedies The Indenture provides that each of the following is an Event of Default : (1) default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Notes; (2) default for 30 days or more in the payment when due of interest on or with respect to the Notes; (3) failure by the Issuer or any Guarantor for 60 days after receipt of written notice given by the Trustee or the Holders of not less than 30% in principal amount of the then outstanding Notes to comply with any of its obligations, covenants or agreements (other than a default referred to in clause (1) or (2) above) contained in the Indenture or the Notes; (4) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries, other than Indebtedness owed to the Company or a Restricted Subsidiary, 218

239 whether such Indebtedness or guarantee now exists or is created after the issuance of the Notes, if both: (a) such default either results from the failure to pay any principal of such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity; and (b) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate 25.0 million or more outstanding; (5) failure by the Company or any Significant Subsidiary (or any group of Restricted Subsidiaries that together (as of the latest audited consolidated financial statements of the Company for a fiscal quarter end required to be provided as required under Certain Covenants Reports and Other Information ) would constitute a Significant Subsidiary) to pay final judgments aggregating in excess of 25.0 million (net of amounts covered by insurance policies issued by reputable insurance companies), which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed; (6) certain events of bankruptcy or insolvency with respect to the Company or any Significant Subsidiary (or any group of Restricted Subsidiaries that together (as of the latest audited consolidated financial statements of the Company for a fiscal quarter end provided as required under Certain Covenants Reports and Other Information ) would constitute a Significant Subsidiary); (7) the Guarantee of the Company or any Significant Subsidiary (or any group of Restricted Subsidiaries that together (as of the latest audited consolidated financial statements of the Company for a fiscal quarter end provided as required under Certain Covenants Reports and Other Information ) would constitute a Significant Subsidiary) shall for any reason cease to be in full force and effect or be declared null and void or any responsible officer of the Company or any Guarantor that is a Significant Subsidiary (or the responsible officers of any group of Restricted Subsidiaries that together (as of the latest audited consolidated financial statements of the Company for a fiscal quarter end) would constitute a Significant Subsidiary), as the case may be, denies in writing that it has any further liability under its Guarantee or gives written notice to such effect, other than by reason of the termination of the Indenture or the release of any such Guarantee in accordance with the Indenture; and (8) any of the Collateral Documents ceases to be in full force and effect, or any of the Collateral Documents ceases to give the Holders of the Notes the Liens purported to be created thereby, or any of the Collateral Documents is declared null and void or the Company or any Restricted Subsidiary denies in writing that it has any further liability under any Collateral Document or gives written notice to such effect (in each case, other than in accordance with the terms of the Indenture or the terms of the Collateral Documents); provided, that, in each case, such action or event occurs in relation to any Collateral having market value of greater than 17.5 million, and further that if a failure of the sort described in this clause (8) is susceptible of cure, no Event of Default shall arise under this clause (8) with respect thereto until 30 days after notice of such failure shall have been given to the Company by the Trustee or the Holders of not less than 30% of the aggregate principal amount of the then outstanding Notes. If any Event of Default (other than of a type specified in clause (6) above) occurs and is continuing under the Indenture, the Trustee or the Holders of at least 30% in principal amount of the then total outstanding Notes may (subject to the terms of the Intercreditor Agreement) declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. 219

240 Upon the effectiveness of such declaration, such principal of and premium, if any, and interest will be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) of the first paragraph of this section, all outstanding Notes will become due and payable without further action or notice. The Indenture provides that the Trustee may withhold from the Holders notice of any continuing Default, except a Default relating to the payment of principal, premium, if any, or interest, if it determines that withholding notice is in their interest. The Indenture provides that the Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture or the Collateral Documents (except a continuing Default in the payment of interest on, premium, if any, or the principal of any Note held by a non-consenting Holder) and rescind any acceleration with respect to the Notes and its consequences (except if such rescission would conflict with any judgment of a court of competent jurisdiction). In the event of any Event of Default specified in clause (4) above, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose: (1) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged; (2) holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or (3) the default that is the basis for such Event of Default has been cured. In case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders of the Notes unless the Holders have offered to the Trustee indemnity and/or security satisfactory to the Trustee against any loss, liability or expense (which includes the expense of the Trustee s legal counsel). Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder of a Note may pursue any remedy with respect to the Indenture or the Notes unless, subject to the provisions of the Intercreditor Agreement: (1) such Holder has previously given the Trustee written notice that an Event of Default is continuing; (2) Holders of at least 30% in principal amount of the total outstanding Notes have requested in writing the Trustee to pursue the remedy; (3) Holders of the Notes have offered the Trustee security and/or indemnity reasonably satisfactory to it against any loss, liability or expense(which includes the expense of the Trustee s legal counsel); (4) the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security and/or indemnity; and (5) Holders of a majority in principal amount of the total outstanding Notes have not given the Trustee a direction inconsistent with such written request within such 60-day period. Subject to certain restrictions contained in the Indenture and the Intercreditor Agreements the Holders of a majority in principal amount of the total outstanding Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder of a Note or that would involve the Trustee in personal liability. The Indenture provides that the Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, within 20 Business Days, upon becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and any steps taken to remedy such Default. 220

241 In addition to acceleration of maturity of the Notes, if an Event of Default occurs and is continuing, the Trustee or the Security Agent, as applicable, subject to the provisions contained in the Intercreditor Agreement, will have the right to exercise remedies with respect to the Collateral, such as foreclosure, as are available under the Indenture, the Collateral Documents and at law. No Personal Liability of Directors, Officers, Employees and Stockholders No past, present or future director, officer, employee, incorporator, member, partner or stockholder of the Issuer or any Guarantor or any of their direct or indirect parent companies (other than the Issuer and the Guarantors) shall have any liability, for any obligations of the Issuer or the Guarantors under the Notes, the Guarantees or the Indenture or the Collateral Documents or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy. Legal Defeasance and Covenant Defeasance The obligations of the Issuer and the Guarantors under the Indenture, the Notes, the Guarantees or the Collateral Documents, as the case may be, will terminate (other than certain obligations) and will be released upon payment in full of all of the Notes. The Issuer may, at its option and at any time, elect to have all of its obligations discharged with respect to the Notes and have each Guarantor s obligation discharged with respect to its Guarantee ( Legal Defeasance ) and cure all then existing Events of Default except for: (1) the rights of Holders of Notes to receive payments in respect of the principal of, premium, if any, and interest on the Notes when such payments are due solely out of the trust created pursuant to the Indenture; (2) the Issuer s obligations with respect to Notes concerning issuing temporary Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust; (3) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuer s obligations in connection therewith; and (4) the Legal Defeasance provisions of the Indenture. In addition, the Issuer may, at its option and at any time, elect to have its obligations and those of each Guarantor released with respect to substantially all of the restrictive covenants that are described in the Indenture ( Covenant Defeasance ) and thereafter any omission to comply with such obligations shall not constitute a Default with respect to the Notes. In the event Covenant Defeasance occurs, certain events (not including bankruptcy, receivership, rehabilitation and insolvency events pertaining to the Issuer) described under Events of Default and Remedies will no longer constitute an Event of Default with respect to the Notes. In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes: (1) the Issuer must irrevocably deposit with the Trustee or an agent of the Trustee, in trust, for the benefit of the Holders of the Notes, cash in euro, European Government Obligations, or a combination thereof, in such amounts as will be sufficient, in the written opinion of a nationally recognized firm of independent public accountants delivered to the Trustee, to pay the principal of, premium, if any, and interest due on the Notes on the stated maturity date or on the redemption date, as the case may be, of such principal, premium, if any, or interest on such Notes and the Issuer must specify whether such Notes are being defeased to maturity or to a particular redemption date; provided, that upon any redemption that requires the payment of the Applicable Premium or the Floating Rate Applicable Premium, as applicable, the amount deposited shall be sufficient for purposes of the Indenture to the extent that an amount is deposited with the Trustee or an agent of the Trustee equal to the Applicable Premium or the Floating Rate Applicable Premium, as applicable, calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the Applicable Premium Deficit ) only required to be 221

242 deposited with the Trustee or an agent of the Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption; (2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel confirming that, subject to customary assumptions and exclusions, (a) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, or (b) since the issuance of the Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel confirming that, subject to customary assumptions and exclusions, the holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit; (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Revolving Credit Facility or any other material agreement or instrument (other than the Indenture) to which, the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness, and, in each case, the granting of Liens in connection therewith); (6) the Issuer shall have delivered to the Trustee an Officer s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or any Guarantor or others; and (7) the Issuer shall have delivered to the Trustee an Officer s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with. Satisfaction and Discharge The Indenture will be discharged and will cease to be of further effect as to all Notes, when either: (1) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or (2) (a) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise, will become due and payable within one year or are to be called for redemption within one year under arrangements 222

243 satisfactory to the Trustee for the giving of notice of redemption and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee or an agent of the Trustee as trust funds in trust solely for the benefit of the Holders of the Notes, cash in euro, Euro Government Obligations, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; provided, that upon any redemption that requires the payment of the Applicable Premium or the Floating Rate Applicable Premium, as applicable, the amount deposited shall be sufficient for purposes of the Indenture to the extent that an amount is deposited with the Trustee or an agent of the Trustee equal to the Applicable Premium or the Floating Rate Applicable Premium, as applicable, calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee or an agent of the Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption; (b) no Event of Default (other than that resulting from borrowing funds to be applied to make such deposit or any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) with respect to the Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under the Revolving Credit Facility or any other material agreement or instrument (other than the Indenture) to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than resulting from any borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith); (c) the Issuer has paid or caused to be paid all sums payable by it under the Indenture; and (d) the Issuer has delivered irrevocable written instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be. In addition, the Issuer must deliver an Officer s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Amendment, Supplement and Waiver Except as provided in the next two succeeding paragraphs, the Indenture, the Intercreditor Agreement, any Guarantee, the Notes and the Collateral Documents may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, and any existing Default or compliance with any provision of the Indenture, the Intercreditor Agreement, the Notes issued thereunder or any Collateral Document may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, other than Notes beneficially owned by the Issuer or its Affiliates (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes); provided, however, that, if any amendment, supplement, modification or waiver relates only to the rights of a particular series of Notes, only the consent of the Holders of at least a majority in principal amount of the then outstanding Notes of such series shall be required. The Indenture provides that, without the consent of each affected Holder of Notes, an amendment or waiver may not, with respect to any Notes held by a non-consenting Holder: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to (a) notice periods (to the extent consistent with applicable requirements of clearing and settlement systems) 223

244 for redemption and conditions to redemption and (b) the covenants described above under the caption Repurchase at the Option of Holders ); (3) reduce the rate of or change the time for payment of interest on any Note; (4) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in the Indenture or any Guarantee which cannot be amended or modified without the consent of all affected Holders; (5) make any Note payable in money other than that stated therein; (6) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes; (7) make any change in these amendment and waiver provisions; (8) impair the right of any Holder to receive payment of principal of, or premium, if any, or interest on such Holder s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder s Notes; (9) make any change to or modify the ranking of the Notes that would adversely affect the Holders; or (10)except as expressly permitted by the Indenture, modify the Guarantees of any Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Issuer), would constitute a Significant Subsidiary, in any manner materially adverse to the Holders of the Notes. In addition, without the consent of the Holders of at least 66%% in principal amount of Notes then outstanding, no amendment, supplement or waiver may (1) modify any Collateral Document or the provisions in the Indenture dealing with the Collateral or the Collateral Documents that would have the impact of releasing all or substantially all of the Collateral from the Liens of the Collateral Documents (except as permitted by the terms of the Indenture and the Collateral Documents) or change or alter the priority of the security interests in the Collateral, (2) make any change in any Collateral Document or the provisions in the Indenture dealing with the Collateral or the Collateral Documents or the application of proceeds of the Collateral that would adversely affect the Holders in any material respect or (3) modify the Intercreditor Agreement in any manner adverse to the Holders in any material respect other than in accordance with the terms of the Indenture, the Intercreditor Agreement and the Collateral Documents. Notwithstanding the foregoing, the Issuer, any Guarantor (with respect to a Guarantee or the Indenture to which it is a party), the Security Agent (to the extent applicable) and the Trustee may amend or supplement the Indenture, the Collateral Documents and any Guarantee or Notes without the consent of any Holder: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to comply with the covenant relating to mergers, amalgamations, consolidations and sales of assets; (4) to provide for the assumption of the Issuer s or any Guarantor s obligations to the Holders; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect the legal rights under the Indenture of any such Holder; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; 224

245 (7) to provide for the issuance of Additional Notes in accordance with the terms of the Indenture; (8) to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act; (9) to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee or Paying Agent thereunder pursuant to the requirements thereof; (10)to make any amendment to the provisions of the Indenture relating to the transfer or legending of the Notes or to provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are not freely transferable; (11)to add a Guarantor under the Indenture or to release a Guarantor in accordance with the terms of the Indenture; (12)to conform the text of the Indenture, Guarantees or the Notes to any provision of this Description of the Notes to the extent that such provision in this Description of the Notes was intended to be a verbatim recitation of a provision of the Indenture, the Intercreditor Agreement, any Guarantee or the Notes as provided in an Officer s Certificate; (13)to provide for the succession of any parties to the Collateral Documents (and other amendments that are administrative or ministerial in nature) in connection with an amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplementing or other modification from time to time of the Revolving Credit Facility or any other agreement that is not prohibited by the Indenture; (14)to provide for the release or addition of Collateral or Guarantees in accordance with the terms of the Indenture and the Collateral Documents; or (15)to add any Pari Passu Lien Indebtedness to any Collateral Documents to the extent permitted by the Indenture. The consent of the Holders is not necessary under the Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment. Concerning the Trustee and Certain Agents Wilmington Trust, National Association has been appointed as the Trustee under the Indenture. The Indenture provides that, except during the continuance of an Event of Default, the Trustee will perform only such duties as are set forth specifically in the Indenture. During the existence of an Event of Default, the Trustee will exercise such of the rights and powers vested in it under the Indenture and use the same degree of care that a prudent Person would use in conducting its own affairs. The permissive rights of the Trustee to take or refrain from taking any action enumerated in the Indenture will not be construed as an obligation or duty. The Indenture imposes certain limitations on the rights of the Trustee, should it become a creditor of the Issuer, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions with the Company and its Affiliates and Subsidiaries. The Indenture sets out the terms under which the Trustee may retire or be removed, and replaced. Such terms will include, among others, (1) that the Trustee may be removed at any time by the Holders of a majority in principal amount of the then outstanding Notes, or may resign at any time by giving written notice to the Issuer and (2) that if the Trustee at any time (a) has or acquires a conflict of interest that is not eliminated, (b) fails to meet certain minimum limits regarding the aggregate of its capital and surplus or (c) becomes incapable of acting as Trustee or becomes insolvent or bankrupt, then the Issuer may remove the Trustee, or any Holder who has been a bona fide Holder for not less than 6 months may petition any court for removal of the Trustee and appointment of a successor Trustee. Any removal or resignation of the Trustee shall not become effective until the acceptance of appointment by the successor Trustee. 225

246 The Indenture contains provisions for the indemnification of the Trustee for any loss, claim, liability, taxes and expenses incurred without negligence, willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of the Indenture. Notices All notices to Holders of Notes will be validly given if mailed to them at their respective addresses in the register of the Holders of the Notes, if any, maintained by the Registrar. In addition, for so long as any of the Notes are listed on the Irish Stock Exchange and the rules of the Irish Stock Exchange shall so require, notices with respect to the Notes will be published in a newspaper having general circulation in Ireland (which is expected to be The Irish Times) or, to the extent and in the manner permitted by such rules, posted on the official website of the Irish Stock Exchange ( In addition, for so long as any Notes are represented by Global Notes, all notices to Holders of the Notes will be delivered to Euroclear and Clearstream, each of which will give such notices to the holders of Book-Entry Interests. Such notices may also be published on the official website of the Irish Stock Exchange ( to the extent and in the manner permitted by the rules of the Irish Stock Exchange. Each such notice shall be deemed to have been given on the date of such publication or, if published more than once on different dates, on the first date on which publication is made; provided, that, if notices are mailed, such notice shall be deemed to have been given on the fifth day after being so mailed. Any notice or communication mailed to a Holder shall be mailed to such Person by first-class mail or other equivalent means and shall be sufficiently given to such Holder if so mailed within the time prescribed. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it. Prescription Claims against the Issuer or any Guarantor for the payment of principal, or premium, if any, on the Notes will be prescribed five years after the applicable due date for payment thereof. Claims against the Issuer for the payment of interest on the Notes will be prescribed three years after the applicable due date for payment of interest. Currency Indemnity and Calculation of euro-denominated Restrictions The euro is the sole currency of account and payment for all sums payable by the Company and the Guarantors under or in connection with the Notes and the Guarantees, including damages. Any amount received or recovered in a currency other than euro, whether as a result of, or the enforcement of, a judgment or order of a court of any jurisdiction, in the winding-up or dissolution of the Issuer, any Guarantor or otherwise by any Holder or by the Trustee, in respect of any sum expressed to be due to it from the Issuer or a Guarantor will only constitute a discharge to the Issuer or such Guarantor, as applicable, to the extent of the euro amount which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If that euro amount is less than the euro amount expressed to be due to the recipient or the Trustee under any Note, the Issuer and the Guarantors will indemnify them against any loss sustained by such recipient or the Trustee as a result. In any event, the Issuer and the Guarantors will indemnify the recipient or the Trustee on a joint and several basis against the cost of making any such purchase. For the purposes of this currency indemnity provision, it will be prima facie evidence of the matter stated therein for the Holder of a Note or the Trustee to certify in a manner reasonably satisfactory to the Issuer (indicating the sources of information used) the loss it Incurred in making any such purchase. These indemnities constitute a separate and independent obligation from the Issuer s and the Guarantors other obligations, will give rise to a separate and independent cause of action, will apply irrespective of any waiver granted by any Holder of a Note or the Trustee (other than a waiver of the indemnities set out herein) and will continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Note, any Guarantee or to the Trustee. Except as otherwise specifically set forth herein, for purposes of determining compliance with any euro- denominated restriction herein, the euro Equivalent amount for purposes hereof that is denominated in a 226

247 non-euro currency shall be calculated based on the relevant currency exchange rate in effect on the date such non-euro amount is Incurred or made, as the case may be. Enforceability of Judgments Since substantially all the assets of the Company and its Subsidiaries are located outside the United States, any judgment obtained in the United States against the Issuer or any Guarantor, including judgments with respect to the payment of principal, premium, if any, interest, Additional Amounts, if any, and any redemption price and any purchase price with respect to the Notes or the Guarantees, may not be collectable within the United States. Consent to Jurisdiction and Service In relation to any legal action or proceedings arising out of or in connection with the Indenture and the Notes and the Guarantees, the Issuer and each Guarantor have in the Indenture irrevocably submitted to the jurisdiction of the federal and state courts in the Borough of Manhattan in the City of New York, County and State of New York, United States. Governing Law The Additional Fixed Rate Notes will be governed by and construed in accordance with the laws of the State of New York. The Indenture, including the Guarantees of the Notes, and the rights and duties of the parties thereunder are governed by and construed in accordance with the laws of the State of New York. The Intercreditor Agreement and the rights and duties of the parties thereunder are governed by and construed in accordance with the laws of England and Wales. Certain Definitions Set forth below are certain defined terms used in the Indenture. For purposes of the Indenture, unless otherwise specifically indicated, the term consolidated with respect to any Person refers to such Person consolidated with its Restricted Subsidiaries, and excludes from such consolidation any Unrestricted Subsidiary as if such Unrestricted Subsidiary were not an Affiliate of such Person. AAF means Alliance Automotive France and its successors and assigns. AAG means Alliance Automotive Group and its successors and assigns. AAG Group means Target and its Restricted Subsidiaries. Acquired Indebtedness means, with respect to any specified Person, (1) Indebtedness of any other Person existing at the time such other Person is merged or consolidated with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging or consolidating with or into or becoming a Restricted Subsidiary of such specified Person, and (2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person. Acquisition means the acquisition of the Target Shares pursuant to the Acquisition Agreement. Acquisition Agreement means the sale and purchase agreement dated 7 August 2014 relating to the sale and purchase of the Target Shares and made between the Issuer and the sellers thereunder (including the annexes and schedules thereto), as it may be amended from time to time. Additional Fixed Rate Notes Issue Date means February 9, Affiliate of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, control (including, with correlative meanings, the terms controlling, controlled by and under 227

248 common control with ), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. After-Acquired Property means any and all assets or property (other than property which is not of a type initially forming part of the Collateral or which is excluded from the Collateral due to the operation of the Agreed Security Principles) acquired after the Completion Date, including any property or assets acquired by the Issuer or a Guarantor from another Guarantor, which in each case constitutes Collateral as defined in the Indenture. Agreed Security Principles means the Agreed Security Principles as set out in an annex to the Revolving Credit Facility as in effect on the Issue Date, as applied mutatis mutandis with respect to the Notes in good faith by the Company. Applicable Premium means, with respect to any Fixed Rate Note on any Redemption Date, the greater of: (1) 1.0% of the principal amount of such Fixed Rate Note, and (2) the excess, if any, of (a) the present value at such Redemption Date of (i) the redemption price of such Fixed Rate Notes at November 19, 2017 (such redemption price being set forth in the table appearing above under the caption Optional Redemption ), plus (ii) all required remaining scheduled interest payments due on such Fixed Rate Note through November 19, 2017 (at an assumed interest rate equal to the interest rate on the date of the notice of redemption, but excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the Bund Rate as of such Redemption Date plus 50 basis points over (b) the then outstanding principal amount of such Fixed Rate Note. Asset Sale means: (1) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions (including by way of a Sale-and-Leaseback Transaction), of property or assets of the Company or any of its Restricted Subsidiaries (each referred to in this definition as a disposition ); or (2) the issuance or sale of Equity Interests of any Restricted Subsidiary (other than Preferred Stock of Restricted Subsidiaries issued in compliance with the covenant described under Certain Covenants Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock ), whether in a single transaction or a series of related transactions; in each case, other than: (a) any disposition of Cash Equivalents or Investment Grade Securities or obsolete or worn out property or equipment in the ordinary course of business or any disposition of inventory or goods (or other assets) held for sale or no longer used or useful in the ordinary course of business; (b) the disposition of all or substantially all of the assets of the Company in a manner permitted pursuant to the provisions described above under Certain Covenants Merger, Consolidation or Sale of All or Substantially All Assets or any disposition that constitutes a Change of Control pursuant to the Indenture; (c) the making of any Restricted Payment that is permitted to be made, and is made, under the covenant described above under Certain Covenants Limitation on Restricted Payments or any Permitted Investment or the proceeds of which are used to fund a Restricted Payment and/or Permitted Investment; (d) any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of related transactions with an aggregate fair market value of less than 7.5 million; 228

249 (e) any disposition of property or assets or issuance of securities by a Restricted Subsidiary to the Company or by the Company or a Restricted Subsidiary to a Restricted Subsidiary; (f) any exchange of like property (excluding any boot thereon) for use in a Similar Business; (g) the lease, assignment, sub-lease, license or sub-license of any real or personal property in the ordinary course of business; (h) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary; (i) (j) foreclosures, condemnation, expropriation, forced dispositions or any similar action with respect to assets or the granting of Liens not prohibited by the Indenture; sales of accounts receivable, or participations therein, or Securitization Assets (other than royalties or other revenues (except accounts receivable)) or related assets, or any disposition of the Equity Interests in a Subsidiary, substantially all of the assets of which are Securitization Assets, in each case in connection with any Qualified Securitization Facility or the disposition of an account receivable in connection with the collection or compromise thereof in the ordinary course of business; (k) any financing transaction with respect to property built or acquired by the Company or any Restricted Subsidiary after the Issue Date, including Sale and Lease-Back Transactions and asset securitizations permitted by the Indenture; (l) the sale, discount or other disposition of inventory, accounts receivable or notes receivable in the ordinary course of business or the conversion of accounts receivable to notes receivable; (m) the licensing or sub-licensing of intellectual property or other general intangibles in the ordinary course of business; (n) any surrender or waiver of contract rights or the settlement, release or surrender of contract rights or other litigation claims in the ordinary course of business; (o) the unwinding of any Hedging Obligations; (p) sales, transfers and other dispositions of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (q) the abandonment of intellectual property rights in the ordinary course of business, which in the reasonable good faith determination of the Company are not material to the conduct of the business of the Company and its Restricted Subsidiaries taken as a whole; (r) (s) (t) the issuance by a Restricted Subsidiary of Preferred Stock or Disqualified Stock that is permitted by the covenant described under Certain Covenants Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock ; the granting of a Lien that is permitted under the covenant described above under Certain Covenants Liens ; and the issuance of directors qualifying shares and shares issued to foreign nationals as required by applicable law. In the event that a transaction (or a portion thereof) meets the criteria of a permitted Asset Sale and would also be a permitted Restricted Payment or Permitted Investment, the Issuer, in its sole discretion, will be entitled to divide and classify such transaction (or a portion thereof) as an Asset Sale and/or one or more the types of permitted Restricted Payments or Permitted Investments. 229

250 Bank Products means any facilities or services related to cash management, including treasury, depository, overdraft, credit or debit card, purchase card, electronic funds transfer and other cash management arrangements. Bidco means Alize Bidco Limited and its successors and assigns. Alize Bidco Limited s name was changed to Alliance Automotive Investment Limited following the issuance of the Original Notes. Bund Rate means the yield to maturity at the time of computation of direct obligations of the Federal Republic of Germany (Bunds or Bundesanleihen) with a constant maturity (as officially compiled and published in the most recent financial statistics that has become publicly available at least two Business Days (but not more than five Business Days) prior to the redemption date (or, if such financial statistics are not so published or available, any publicly available source of similar market data selected by the Company in good faith)) most nearly equal to the period from the redemption date to November 19, 2017 in the case of Fixed Rate Notes and November 19, 2015 in the case of the Floating Rate Notes, respectively; provided, however, that if the period from the redemption date to November 19, 2017 in the case of Fixed Rate Notes or November 19, 2015 in the case of the Floating Rate Notes, respectively, is not equal to the constant maturity of a direct obligation of the Federal Republic of Germany for which a weekly average yield is given, the Bund Rate shall be obtained by linear interpolation (calculated to the nearest one twelfth of a year) from the weekly average yields of direct obligations of the Federal Republic of Germany for which such yields are given, except that if the period from such redemption date to November 19, 2017 in the case of Fixed Rate Notes or November 19, 2015 in the case of the Floating Rate Notes, respectively, is less than one year, the weekly average yield on actually traded direct obligations of the Federal Republic of Germany adjusted to a constant maturity of one year shall be used. Business Day means each day which is not a Legal Holiday. Capital Stock means: (1) in the case of a corporation, corporate stock or shares in the capital of such corporation; (2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and (4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person. Capitalized Lease Obligation means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) prepared in accordance with French GAAP; provided, that any obligations of the Company or its Restricted Subsidiaries either existing on the Issue Date or Completion Date or created prior to any recharacterization described below (i) that were not included on the consolidated balance sheet of the Company as capital lease obligations and (ii) that are subsequently characterized as capital lease obligations or indebtedness due to a change in accounting treatment or otherwise, shall for all purposes under the Indenture (including, without limitation, the calculation of Consolidated Net Income and EBITDA) not be treated as capital lease obligations, Capitalized Lease Obligations or Indebtedness. Cash Equivalents means: (1) United States dollars; (2) (a) Canadian dollars, pounds sterling, yen, euros or any national currency of any participating member state of the EMU; or (b) in such local currencies held by the Company or any Restricted Subsidiary from time to time in the ordinary course of business; (3) securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or the government of any member of the European Union or any agency or 230

251 instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition; (4) certificates of deposit, time deposits and eurodollar time deposits with maturities of 24 months or less from the date of acquisition, demand deposits, bankers acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any domestic or foreign commercial bank having capital and surplus of not less than $250.0 million; (5) repurchase obligations for underlying securities of the types described in clauses (3), (4), (7) and (8) entered into with any financial institution or recognized securities dealer meeting the qualifications specified in clause (4) above; (6) commercial paper and variable or fixed rate notes rated at least P-2 by Moody s or at least A-2 by S&P (or, if at any time neither Moody s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) and in each case maturing within 24 months after the date of creation thereof; (7) marketable short-term money market and similar funds having a rating of at least P-2 or A-2 from either Moody s or S&P, respectively (or, if at any time neither Moody s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency); (8) readily marketable direct obligations issued by any state, commonwealth or territory of the United States or the European Union or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody s or S&P (or, if at any time neither Moody s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) with maturities of 24 months or less from the date of acquisition; (9) readily marketable direct obligations issued by any foreign government or any political subdivision or public instrumentality thereof, in each case having an Investment Grade Rating from either Moody s or S&P (or, if at any time neither Moody s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) with maturities of 24 months or less from the date of acquisition; (10)Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody s (or, if at any time neither Moody s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency); (11)securities with maturities of 12 months or less from the date of acquisition backed by standby letters of credit issued by any financial institution or recognized securities dealer meeting the qualifications specified in clause (4) above; (12)Indebtedness or Preferred Stock issued by Persons with a rating of A or higher from S&P or A2 or higher from Moody s with maturities of 24 months or less from the date of acquisition; and (13)investment funds investing at least 90% of their assets in securities of the types described in clauses (1) through (12) above. In the case of Investments by any Investments made in a country outside the United States of America, Cash Equivalents shall also include (a) investments of the type and maturity described in clauses (1) through (8) and clauses (10), (11), (12) and (13) above of foreign obligors, which Investments or obligors (or the parents of such obligors) have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies and (b) other short-term investments utilized by Restricted Subsidiaries in accordance with normal investment practices for cash management in investments analogous to the foregoing investments in clauses (1) through (13) and in this paragraph. Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1) and (2) above. 231

252 For the avoidance of doubt, any items identified as Cash Equivalents under this definition will be deemed to be Cash Equivalents for all purposed under the Indenture regardless of the treatment of such items under GAAP. Change of Control means the occurrence of any of the following after the Issue Date: (1) the sale, lease, transfer, conveyance or other disposition in one or a series of related transactions (other than by merger, consolidation or amalgamation), of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person other than any Permitted Holder or any Subsidiary Guarantor; or (2) the Company becomes aware of the acquisition by (A) any Person (other than any Permitted Holder) or (B) Persons (other than any Permitted Holders) that are together a group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any such group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d- 5(b)(1) under the Exchange Act), in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of more than 50.0% of the total voting power of the Voting Stock of the Company directly or indirectly through any of its Holding Companies, other than in connection with any transaction or series of transactions in which the Company shall become the Wholly Owned Subsidiary of a Parent Company. Clearstream means Clearstream Banking, a société anonyme as currently in effect or any successor securities clearing agency. Collateral Documents means, collectively, the security agreements, pledge agreements, mortgages, collateral assignments, deeds of trust and all other pledges, agreements, financing statements, patent, trademark or copyright filings, mortgages or other filings or documents that create or purport to create a Lien in the Collateral in favor of the Security Agent and/or the Trustee (for the benefit of the Holders), the Intercreditor Agreement and the Intercreditor Agreement, in each case as they may be amended from time to time, and any instruments of assignment, control agreements, lockbox letters or other instruments or agreements executed pursuant to the foregoing. Completion Date means the date of completion of the Acquisition. Consolidated Depreciation and Amortization Expense means with respect to any Person for any period, the total amount of depreciation and amortization expense and capitalized fees related to any Qualified Securitization Facility of such Person, including the amortization of intangible assets, deferred financing costs, debt issuance costs, commissions, fees and expenses and capitalized software expenditures of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with French GAAP. Consolidated Financial Interest Expense means, with respect to any Person for any period (in each case, determined on the basis of French GAAP), the consolidated net interest income/expense of such Person and its Restricted Subsidiaries related to Indebtedness (including (a) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (b) the interest component of Capitalized Lease Obligations, and (c) net payments or receipts, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness) but not including any pension liability interest cost, amortization of debt discount, debt issuance cost and premium, commissions, discounts and other fees and charges owed or paid with respect to financings, costs associated with Hedging Obligations (other than those described in (c)) or interest related to Subordinated Shareholder Funding. Consolidated Interest Expense means, for any period (in each case, determined on the basis of French GAAP), the consolidated net interest income/expense of the Company and its Restricted Subsidiaries, whether paid or accrued, including any pension liability interest cost, plus or including (without duplication) any interest, costs and charges consisting of: (1) interest expense attributable to Capitalized Lease Obligations; 232

253 (2) amortization of debt discount, debt issuance cost and premium; (3) non cash interest expense; (4) commissions, discounts and other fees and charges owed with respect to financings not included in clause (2) above; (5) costs associated with Hedging Obligations and any foreign currency losses; (6) dividends on other distributions in respect of all Disqualified Stock of the Company and all Preferred Stock of any Restricted Subsidiary, to the extent held by Persons other than the Company or a subsidiary of the Company; (7) the consolidated interest expense that was capitalized during such period; and (8) interest expense under any Guarantee given by of the Company or any Restricted Subsidiary of Indebtedness or other obligation of any other Person. Consolidated Net Income means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with French GAAP; provided, that, without duplication, (1) any after-tax effect of extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto), charges or expenses (including relating to any multi-year strategic initiatives), Transaction Expenses, restructuring and duplicative running costs, relocation costs, integration costs, facility consolidation and closing costs, severance costs and expenses, one-time compensation charges, costs relating to pre-opening and opening costs for facilities, signing, retention and completion bonuses, costs incurred in connection with any strategic initiatives, transition costs, costs incurred in connection with acquisitions and non-recurring product and intellectual property development, other business optimization expenses (including costs and expenses relating to business optimization programs and new systems design, retention charges, system establishment costs and implementation costs) and operating expenses attributable to the implementation of cost-savings initiatives, and curtailments or modifications to pension and postretirement employee benefit plans shall be excluded; (2) the cumulative effect of a change in accounting principles and changes as a result of the adoption or modification of accounting policies during such period shall be excluded; (3) any net after-tax effect of gains or losses on disposal, abandonment or discontinuance of disposed, abandoned or discontinued operations, as applicable, shall be excluded; (4) any net after-tax effect of gains or losses (less all fees, expenses and charges relating thereto) attributable to asset dispositions (including, for the avoidance of doubt, bulk subscriber contract sales) or abandonments or the sale or other disposition of any Capital Stock of any Person other than in the ordinary course of business shall be excluded; (5) the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting shall be excluded; provided, that Consolidated Net Income of such Person shall be increased by the amount of dividends or distributions or other payments (other than Excluded Contributions) that are actually paid in cash (or to the extent converted into cash) or that could, in the reasonable determination of management, have been distributed to such Person or a Restricted Subsidiary thereof in respect of such period; (6) solely for the purpose of determining the amount available for Restricted Payments under clause (3)(a) of the first paragraph of Certain Covenants Limitation on Restricted Payments, the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the 233

254 operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders (other than restrictions in the Notes or the Indenture), unless such restriction with respect to the payment of dividends or similar distributions has been legally waived or is not prohibited pursuant to the covenant described under Certain Covenants Dividend and other Payment Restrictions Affecting Restricted Subsidiaries ; provided, that Consolidated Net Income of such Person will be increased by the amount of dividends or other distributions or other payments actually paid in Cash Equivalents (or to the extent converted into Cash Equivalents) to such Person or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein; (7) effects of adjustments (including the effects of such adjustments pushed down to such Person and its Restricted Subsidiaries) in such Person s consolidated financial statements pursuant to French GAAP (including in the inventory (including any impact of changes to inventory valuation policy methods, including changes in capitalization of variances), property and equipment, software, goodwill, intangible assets, in-process research and development, deferred revenue and debt line items thereof) resulting from the application of recapitalization accounting or purchase accounting, as the case may be, in relation to the Transactions or any consummated acquisition or joint venture investment or the amortization or write-off or write-down of any amounts thereof, net of taxes, shall be excluded; (8) any after-tax effect of income (loss) from the early extinguishment or conversion of (i) Indebtedness, (ii) Hedging Obligations or (iii) other derivative instruments shall be excluded; (9) any impairment charge or asset write-off or write-down, including impairment charges or asset write-offs or write-downs related to intangible assets, long-lived assets, investments in debt and equity securities and investments recorded using the equity method or as a result of a change in law or regulation, in each case, pursuant to French GAAP, and the amortization of intangibles arising pursuant to French GAAP shall be excluded; (10)any equity-based or non-cash compensation charge or expense including any such charge or expense arising from grants of stock appreciation or similar rights, stock options, restricted stock or other rights or equity incentive programs, and any cash charges associated with the rollover, acceleration, or payout of Equity Interests by management, other employees or business partners of the Company or any of its Holding Companies, shall be excluded; (11)any fees, expenses or charges incurred during such period, or any amortization thereof for such period, in connection with any acquisition, recapitalization, Investment, Asset Sale, disposition, incurrence or repayment of Indebtedness (including such fees, expenses or charges related to the offering and issuance of the Notes and the syndication and incurrence of any Credit Facilities), issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument (including any amendment or other modification of the Notes and other securities and any Credit Facilities) and including, in each case, any such transaction consummated on or prior to the Issue Date and any such transaction undertaken but not completed, and any charges or nonrecurring merger costs incurred during such period as a result of any such transaction, in each case whether or not successful or consummated, shall be excluded; (12)accruals and reserves that are established or adjusted within twelve months after the Issue Date that are so required to be established or adjusted as a result of the Transactions (or within twelve months after the closing of any acquisition that are so required to be established as a result of such acquisition) in accordance with French GAAP or changes as a result of modifications of accounting policies shall be excluded; (13)any expenses, charges or losses to the extent covered by insurance or indemnity and actually reimbursed, or, so long as such Person has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer or indemnifying party and only to the extent that such amount is in fact reimbursed within 365 days of the date of the insurable or indemnifiable event (net of any amount so added back in any prior period to the extent not so reimbursed within the applicable 365- day period), shall be excluded; 234

255 (14)any noncash compensation expense resulting from the application of accounting principles relating to the expensing of stock-related compensation shall be excluded; (15)the following items shall be excluded: (a) any net unrealized gain or loss (after any offset) resulting in such period from Hedging Obligations, (b) any net unrealized gain or loss (after any offset) resulting in such period from currency translation gains or losses including those related to currency remeasurements of Indebtedness (including any net loss or gain resulting from Hedging Obligations for currency exchange risk) and any other foreign currency translation gains and losses, to the extent such gain or losses are non-cash items, (c) any adjustments resulting from any recording of liabilities under guarantees at fair value, (d) effects of adjustments to accruals and reserves during a prior period relating to any change in the methodology of calculating reserves for returns, rebates and other chargebacks, and (e) earn-out and contingent consideration obligations (including to the extent accounted for as bonuses or otherwise) and adjustments thereof and purchase price adjustments; and (16)the impact of capitalized, accrued or accreting on pay-in-kind interest or principal on Subordinated Shareholder Funding. In addition, to the extent not already included in the Consolidated Net Income of such Person and its Restricted Subsidiaries, notwithstanding anything to the contrary in the foregoing, Consolidated Net Income shall include the amount of proceeds received from business interruption insurance and reimbursements of any expenses and charges that are covered by indemnification or other reimbursement provisions in connection with any acquisition, Investment or any sale, conveyance, transfer or other disposition of assets permitted under the Indenture. Notwithstanding the foregoing, for the purpose of the covenant described under Certain Covenants Limitation on Restricted Payments only (other than clause (3)(d) of the first paragraph thereof), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Company and its Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from the Company and its Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by the Company or any of its Restricted Subsidiaries, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under such covenant pursuant to clause (3)(d) thereof. Consolidated Secured Debt Ratio as of any date of determination means, the ratio of (1) Consolidated Total Indebtedness of the Company and its Restricted Subsidiaries that is secured by Liens on the Collateral on at least a pari passu basis with the Notes as of the end of the most recent fiscal quarter for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur minus cash and Cash Equivalents included on the consolidated balance sheet of the Company as of the end of such fiscal quarter to (2) EBITDA of the Company for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur, in each case with such pro forma adjustments to Consolidated Total Indebtedness, cash and Cash Equivalents and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio (other than as set forth in the proviso to the first paragraph thereof). Consolidated Total Debt Ratio as of any date of determination means, the ratio of (1) Consolidated Total Indebtedness of the Company and its Restricted Subsidiaries as of the end of the most recent fiscal quarter for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur minus cash and Cash Equivalents included on the consolidated balance sheet of the Company as of the end of such fiscal quarter to (2) EBITDA of the Company for the most recently ended four full fiscal quarters for which internal financial statements are available immediately 235

256 preceding the date on which such event for which such calculation is being made shall occur, in each case with such pro forma adjustments to Consolidated Total Indebtedness, cash and Cash Equivalents and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio (other than as set forth in the proviso to the first paragraph thereof). Consolidated Total Indebtedness means, as at any date of determination, an amount equal to the sum of (1) the aggregate amount of all outstanding Indebtedness of the Company and its Restricted Subsidiaries on a consolidated basis consisting of Indebtedness for borrowed money, Obligations in respect of Capitalized Lease Obligations and debt obligations evidenced by promissory notes and similar instruments, as determined in accordance with French GAAP (excluding for the avoidance of doubt all undrawn amounts under revolving credit facilities and letters of credit, all obligations relating to Qualified Securitization Facilities) and (2) the aggregate amount of all outstanding Disqualified Stock of the Company and all Preferred Stock of its Restricted Subsidiaries on a consolidated basis, with the amount of such Disqualified Stock and Preferred Stock equal to the greater of their respective voluntary or involuntary liquidation preferences and maximum fixed repurchase prices, in each case determined on a consolidated basis in accordance with French GAAP (but excluding the effects of any discounting of Indebtedness resulting from the application of repurchase or purchase accounting in connection with the Transactions or any acquisition); provided, that Consolidated Total Indebtedness shall not include Indebtedness in respect of (A) any letter of credit, except to the extent of unreimbursed amounts under standby letters of credit and (B) Hedging Obligations existing on the Issue Date or otherwise permitted by clause (10) of the second paragraph under Certain Covenants Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. For purposes hereof, the maximum fixed repurchase price of any Disqualified Stock or Preferred Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to the Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or Preferred Stock, such fair market value shall be determined reasonably and in good faith by the Company. The Euro Equivalent principal amount of any Indebtedness denominated in a foreign currency will reflect the currency translation effects, determined in accordance with French GAAP, of Hedging Obligations for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Euro Equivalent principal amount of such Indebtedness. Contingent Obligations means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness ( primary obligations ) of any other Person (the primary obligor ) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent, (1) to purchase any such primary obligation or any property constituting direct or indirect security therefor; (2) to advance or supply funds, (a) for the purchase or payment of any such primary obligation; or (b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; or (3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof. Controlled Investment Affiliate means, as to any Person, any other Person, other than any Investor, which directly or indirectly is in control of, is controlled by, or is under common control with such Person and is organized by such Person (or any Person controlling such Person) primarily for making direct or indirect equity or debt investments in the Company and/or other companies. Credit Facilities means, with respect to the Company or any of its Restricted Subsidiaries, one or more debt facilities, including the Revolving Credit Facility, or other financing arrangements (including, without limitation, commercial paper facilities or indentures) providing for revolving credit loans, term loans, letters of credit or other long-term indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, 236

257 modifications, extensions, renewals, restatements or refundings thereof, in whole or in part, and any indentures or credit facilities or commercial paper facilities that replace, refund, supplement or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding, supplemental or refinancing facility, arrangement or indenture that increases the amount permitted to be borrowed or issued thereunder or alters the maturity thereof (provided, that such increase in borrowings or issuances is permitted under Certain Covenants Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock ) or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, trustee, lender or group of lenders or other holders. CVAE means the Cotisation sur la Valeur Ajoutee des Entreprises (CVAE) or any similar or substitute tax or extension or replacement thereof. Deemed Interest Payments means, with respect to any Floating Rate Note, the amount of interest payments, as determined by the Issuer (in consultation with the Paying Agent) as of the relevant date, but setting EURIBOR for the calculation of all such interest payments to be the six-month forward EURIBOR for euros as reported by Bloomberg. Default means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default. Designated Non-cash Consideration means the fair market value of non-cash consideration received by the Company or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Company, less the amount of Cash Equivalents received in connection with a subsequent sale, redemption or repurchase of or collection or payment on such Designated Non-cash Consideration. Designated Preferred Stock means Preferred Stock of the Company or any Holding Company thereof (in each case other than Disqualified Stock) that is issued for cash (other than to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Company or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officer s Certificate executed by the principal financial officer of the Company or the applicable parent company thereof, as the case may be, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (3) of the first paragraph of Certain Covenants Limitation on Restricted Payments Disqualified Stock means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than solely as a result of a change of control or asset sale) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely as a result of a change of control or asset sale), in whole or in part, in each case prior to the date 91 days after the earlier of the maturity date of the Notes or the date the Notes are no longer outstanding; provided, that if such Capital Stock is issued to any plan for the benefit of employees of the Company or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Company or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations; provided, further, that any Capital Stock held by any future, current or former employee, director, officer, manager or consultant (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Company, any of its Subsidiaries, any of its Holding Companies or any other entity in which the Company or a Restricted Subsidiary has an Investment and is designated in good faith as an affiliate by the board of directors of the Company (or the compensation committee thereof), in each case pursuant to any stock subscription or shareholders agreement, management equity plan or stock option plan or any other management or employee benefit plan or agreement shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Company or its Subsidiaries or in order to satisfy applicable statutory or regulatory obligations. EBITDA means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period (1) increased (without duplication) by the following, in each case (other than with respect to clauses (h) and (k)) to the extent deducted (and not added back) in determining Consolidated Net Income for such period: 237

258 (a) provision for taxes based on income or profits or capital, including, without limitation, federal, state, franchise and similar taxes (including, without limitation, CVAE), any charges incurred by the Company or Restricted Subsidiary pursuant to any Tax Sharing Agreement, withholding taxes (including any future taxes or other levies which replace or are intended to be in lieu of such taxes and any penalties and interest related to such taxes or arising from tax examinations) and the net tax expense associated with any adjustments made pursuant to clauses (1) through (15) of the definition of Consolidated Net Income ; plus (b) Consolidated Interest Expense of such Person for such period (including (x) net losses or Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, (y) bank fees and other financing fees and (z) costs of surety bonds in connection with financing activities; plus (c) Consolidated Depreciation and Amortization Expense of such Person for such period; plus (d) the amount of any restructuring charges or reserves, equity-based or non-cash compensation charges or expenses including any such charges or expenses arising from grants of stock appreciation or similar rights, stock options, restricted stock or other rights, retention charges (including charges or expenses in respect of incentive plans), start-up or initial costs for any project or new production line, division or new line of business or other business optimization expenses or reserves including, without limitation, costs or reserves associated with improvements to IT and accounting functions, integration and facilities opening costs or any one-time costs incurred in connection with acquisitions and Investments and costs related to the closure and/or consolidation of facilities; plus (e) any other non-cash charges, including any write-offs or write-downs reducing Consolidated Net Income for such period (provided, that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, (A) the Company may elect not to add back such non- cash charge in the current period and (B) to the extent the Company elects to add back such non- cash charge, the cash payment in respect thereof in such future period shall be subtracted from EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus (f) the amount of any non-controlling interest or minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties in any non-wholly Owned Subsidiary; plus (g) the amount of management, monitoring, consulting, advisory fees and other fees (including termination fees) and indemnities and expenses paid or accrued in such period under the Support and Services Agreement (and related agreements or arrangements) or otherwise to the Investors to the extent otherwise permitted under Certain Covenants Transactions with Affiliates ; plus (h) the amount of (x) run-rate cost savings, operating expense reductions and synergies related to the Transactions that are reasonably identifiable and factually supportable (it is understood and agreed that run-rate means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken, net of the amount of actual benefits realized during such period from such actions) projected by the Company in good faith to result from actions that have been taken or with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination of the Company) within 36 months after the Completion Date, net of the amount of actual benefits realized during such period from such actions; and (y) run rate cost savings, operating expense reductions and synergies related to mergers and other business combinations, acquisitions, divestitures, restructurings, cost savings initiatives and other similar initiatives consummated after the Completion Date that are reasonably identifiable and factually supportable and projected by the Company in good faith to result from actions that have been taken or with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination of the Company) within 24 months after a merger or other business combination, acquisition, divestiture, restructuring, cost savings initiative or other initiative is 238

259 consummated, net the amount of actual benefits realized during such period from such actions, plus (i) (j) the amount of loss or discount on sale of receivables, Securitization Assets and related assets to any Securitization Subsidiary in connection with a Qualified Securitization Facility; plus any costs or expense incurred by the Company or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Company or net cash proceeds of an issuance of Equity Interest of the Company (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation set forth in clause (3) of the first paragraph under Certain Covenants Limitation on Restricted Payments ; plus (k) cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing EBITDA or Consolidated Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of EBITDA pursuant to clause (2) below for any previous period and not added back; plus (l) any net loss from disposed, abandoned or discontinued operations; plus (m) [reserved]; (n) interest income or investment earnings on intellectual property, royalty or license receivables; plus (o) [reserved]; (2) decreased (without duplication) by the following, in each case to the extent included in determining Consolidated Net Income for such period: (a) non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any prior period and any non-cash gains with respect to cash actually received in a prior period so long as such cash did not increase EBITDA in such prior period; plus (b) any net income from disposed, abandoned or discontinued operations. EMU means economic and monetary union as contemplated in the Treaty on European Union. Equity Contribution means the contribution to the Company of shareholder funds on the Completion Date as part of the Transactions. Equity Interests means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock. Equity Offering means any public or private sale or issuance of common stock or Preferred Stock of the Company or any of its Holding Companies (excluding Disqualified Stock), other than: (1) public offerings with respect to the Company s or any Holding Company s common stock registered on Form S-4 or Form S-8; (2) issuances to any Subsidiary of the Company; and (3) any such public or private sale or issuance that constitutes an Excluded Contribution. euro means the single currency of participating member states of the EMU. 239

260 Euro Equivalent means, with respect to any monetary amount in a currency other than euro, at any time of determination thereof by the Company or the Trustee, the amount of euro obtained by converting such currency other than euro involved in such computation into euro at the spot rate for the purchase of euro with the applicable currency other than euro as published in The Financial Times in the Currency Rates section (or, if The Financial Times is no longer published, or if such information is no longer available in The Financial Times, such source as may be selected in good faith by the Company) on the date of such determination. European Government Obligations means any security that is (1) a direct obligation of France, the Netherlands, Germany or any Permissible Jurisdiction, for the payment of which the full faith and credit of such country is pledged or (2) an obligation of a Person controlled or supervised by and acting as an agency or instrumentality of any such country the payment of which is unconditionally Guaranteed as a full faith and credit obligation by such country, which, in either case under the preceding clause (1) or (2), is not callable or redeemable at the option of the issuer thereof. Euroclear means Euroclear Bank S.A./N.V., or any successor securities clearing agency. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder. Excluded Contribution means net cash proceeds, marketable securities or Qualified Proceeds received by the Company from (1) contributions to its common equity capital; (2) dividends, distributions, fees and other payments from any joint ventures that are not Restricted Subsidiaries; and (3) the sale (other than to a Subsidiary of the Company or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Company) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of the Company, in each case designated as Excluded Contributions pursuant to an Officer s Certificate executed by the principal financial officer of the Company on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be, which are excluded from the calculation set forth in clause (3) of the first paragraph under Certain Covenants Limitation on Restricted Payments. fair market value means, with respect to any asset or liability, the fair market value of such asset or liability as determined by the Issuer in good faith. First Lien Obligations means Priority Payment Lien Obligations, the Notes Obligations and Pari Passu Lien Indebtedness. Fixed Charge Coverage Ratio means, with respect to any Person for any period, the ratio of EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the event that the Issuer or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) or issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Fixed Charge Coverage Ratio is made (the Fixed Charge Coverage Ratio Calculation Date ), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable fourquarter period. For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations, consolidations or discontinued operations (as determined in accordance with French GAAP) that have been made by the Company or any of its Restricted Subsidiaries during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Fixed Charge Coverage Ratio Calculation Date shall be calculated on a pro forma basis assuming that all such 240

261 Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (and the change in any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Company or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, merger, amalgamation, consolidation or discontinued operation that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, amalgamation, consolidation or discontinued operation had occurred at the beginning of the applicable four-quarter period. For purposes of this definition, whenever pro forma effect is to be given to an Investment, acquisition, disposition, merger, amalgamation, consolidation or discontinued operation (including the Transactions), the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Company (and may include, for the avoidance of doubt, cost savings, synergies and operating expense reductions resulting from such Investment, acquisition, merger, amalgamation or consolidation (including the Transactions) which is being given pro forma effect that have been or are expected to be realized based on actions taken, committed to be taken or expected in good faith to be taken within 18 months). If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Fixed Charge Coverage Ratio Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Company to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with French GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period except as set forth in the first paragraph of this definition. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Company may designate. For the purposes of this definition and the definitions of EBITDA, Consolidated Net Income, Fixed Charge Coverage Ratio and related definitions, the financial results of Target shall be considered the financial information of the Company for any periods prior to the date of the acquisition of Target. For the purpose of calculating pro forma effect of any acquisitions pursuant to the preceding paragraphs, pro forma effect may also be given to anticipated acquisitions where the Indebtedness to be Incurred is to finance such acquisitions, which have not yet occurred. The pro forma calculation shall not give effect to (i) any Indebtedness incurred on the calculation date (or on such other subsequent date which would otherwise require pro forma effect to be given to such incurrence) pursuant to the provisions described in the second paragraph under Certain Covenants Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock or (ii) the discharge on the calculation date of any Indebtedness to the extent that such discharge results from the proceeds incurred pursuant to the provisions described in the second paragraph under Certain Covenants Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. Fixed Charges means, with respect to any Person for any period, the sum of, without duplication: (1) Consolidated Financial Interest Expense of such Person for such period; (2) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Preferred Stock during such period; and (3) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Disqualified Stock during such period. Floating Rate Applicable Premium means the greater of (A) 1% of the principal amount of such Floating Rate Note and (B) with respect to any Floating Rate Note on any redemption date, the excess (to the extent positive) of: (a) the present value at such redemption date of (i) 101.0% of the principal amount of the Floating Rate Note, plus (ii) the Deemed Interest Payments due on the Floating Rate Note from the commencement of the current Interest Period to and including November 19, 2015 (excluding 241

262 accrued but unpaid interest), computed upon the redemption date using a discount rate equal to the applicable Bund Rate at such redemption date plus 50 basis points; over (b) the outstanding principal amount of such Floating Rate Note, in each case, as calculated by the Issuer or on behalf of the Issuer by such Person as the Issuer shall designate. French GAAP means generally accepted accounting principles in France, as in effect from time to time and applied in good faith by the Company; provided, that at any date after the Issue Date the Company may make an irrevocable election to establish that French GAAP shall mean French GAAP as in effect on a date that is on or prior to the date of such election; and provided, further, that at any date after the Issue Date the Company may make an irrevocable election to establish that French GAAP shall mean IFRS. guarantee means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations. Guarantee means the guarantee by any Guarantor of the Company s Obligations under the Indenture and the Notes. Guarantor means (i) the Company and (ii) each Subsidiary of the Company, if any, that Guarantees the Notes in accordance with the terms of the Indenture. On the Issue Date, the Company and each Restricted Subsidiary that guarantees any Indebtedness of the Company under the Revolving Credit Facility will be a Guarantor. Hedging Obligations means, with respect to any Person, the obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or similar agreement providing for the transfer, modification or mitigation of interest rate, currency or commodity risks either generally or under specific contingencies. Holder means the Person in whose name a Note is registered on the registrar s books, collectively Holders. Holding Company means any Person that is a direct or indirect parent company of the relevant Person. IFRS means International Financial Reporting Standards (formerly International Accounting Standards) ( IFRS ) endorsed from time to time by the European Union or any variation thereof with which the Company or its Restricted Subsidiaries are, or may be, required to comply; provided, that at any date after the Issue Date the Company may make an irrevocable election to establish that IFRS shall mean IFRS as in effect on a date that is on or prior to the date of such election. Immediate Family Members means with respect to any individual, such individual s child, stepchild, grandchild or more remote descendant, parent, stepparent, grandparent, spouse, former spouse, qualified domestic partner, sibling, mother-in-law, father-in-law, son-in-law and daughter-in-law (including adoptive relationships) and any trust, partnership or other bona fide estate-planning vehicle the only beneficiaries of which are any of the foregoing individuals or any private foundation or fund that is controlled by any of the foregoing individuals or any donor-advised fund of which any such individual is the donor. Indebtedness means, with respect to any Person, without duplication: (1) any indebtedness (including principal and premium) of such Person, whether or not contingent: (a) in respect of borrowed money; (b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers acceptances (or, without duplication, reimbursement agreements in respect thereof); (c) representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except (i) any such balance that constitutes an obligation in respect of a commercial letter of credit, a trade payable or similar obligation to a trade 242

263 creditor, in each case accrued in the ordinary course of business and (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with French GAAP and not paid after becoming due and payable; or (d) representing the net obligations under any Hedging Obligations, if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with French GAAP; provided, that Indebtedness of any Holding Company of the Company appearing upon the balance sheet of the Company solely by reason of pushdown accounting under French GAAP shall be excluded; (2) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, the obligations of the type referred to in clause (1) of a third Person (whether or not such items would appear upon the balance sheet of such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business; and (3) to the extent not otherwise included, the obligations of the type referred to in clause (1) of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person; provided, that notwithstanding the foregoing, Indebtedness shall be deemed not to include (a) Contingent Obligations incurred in the ordinary course of business, (b) obligations under or in respect of Qualified Securitization Facilities, operating leases or Sale and Lease-Back Transactions (except any resulting Capitalized Lease Obligations) or (c) Subordinated Shareholder Funding; provided, further, that Indebtedness shall be calculated without giving effect to the effects of Financial Accounting Standards Board Accounting Standards Codification 815 and related interpretations or similar accounting standards under French GAAP to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose under the Indenture as a result of accounting for any embedded derivatives created by the terms of such Indebtedness; provided, that the amount of Indebtedness will otherwise be calculated in accordance with French GAAP. Independent Financial Advisor means an accounting, appraisal, investment banking firm, appraiser or consultant to Persons engaged in Similar Businesses of nationally recognized standing that is, in the good faith judgment of the Company, qualified to perform the task for which it has been engaged. Initial Public Offering means an Equity Offering of common stock or other common equity interests of the Company or any parent or any successor of the Company or any parent (or following an IPO Pushdown, the entity designated as an IPO Entity in compliance with the provisions described under IPO Pushdown ) (the IPO Entity ) as a result of which, the shares of common stock or other common equity interests of the IPO Entity in such offering are listed on an internationally recognized exchange or traded on an internationally recognized market. Intercreditor Agreement means the Intercreditor Agreement dated on or around the Issue Date, among the Issuer, The Royal Bank of Scotland plc as Security Agent, Wilmington Trust, National Association, as Trustee, and the other parties thereto, as it may be amended from time to time in accordance with the Indenture. Investment Grade Rating means a rating equal to or higher than Baa3 (or the equivalent) by Moody s and BBB- (or the equivalent) by S&P, or if the applicable securities are not then rated by Moody s or S&P an equivalent rating by any other Rating Agency. Investment Grade Securities means: (1) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents); (2) debt securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among the Company and its Subsidiaries; 243

264 (3) investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment or distribution; and (4) corresponding instruments in countries other than the United States customarily utilized for high quality investments. Investments means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, commission, travel and similar advances to employees, directors, officers, managers and consultants, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by French GAAP to be classified on the balance sheet (excluding the footnotes) of the Company in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of Unrestricted Subsidiary and the covenant described under Certain Covenants Limitation on Restricted Payments (1) Investments shall include the portion (proportionate to the Company s equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; and (2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer. The amount of any Investment outstanding at any time shall be the original cost of such Investment, reduced by any dividend, distribution, interest payment, return of capital, repayment or other amount received in Cash Equivalents by the Company or a Restricted Subsidiary in respect of such Investment. Investors means any of Blackstone Capital Partners (Cayman) VI L.P., Blackstone Family Investment Partnership (Cayman) VI-ESC L.P. and funds, partnerships, co-investment vehicles and other entities owned, managed, controlled or advised by The Blackstone Group L.P. and/or any of its Affiliates. IPO Capitalization means an amount equal to (i) the total number of issued and outstanding shares of common stock or common equity interests of the IPO Entity at the time of closing of the IPO Event multiplied by (ii) the price per share at which such shares of common stock or common equity interests are sold in such Initial Public Offering. IPO Event means the occurrence of an Initial Public Offering. Issue Date means November 19, Issuer means Alize Finco plc and its successors and assigns. Alize Finco plc s name was changed to Alliance Automotive Finance plc following the issuance of the Original Notes. Legal Holiday means a Saturday, a Sunday or a day on which commercial banking institutions are not required to be open in the State of New York, London, United Kingdom or Paris, France, or at the place of payment. If a payment date is on a legal holiday, payment will be made on the next succeeding day that is not a Legal Holiday and no interest shall accrue for the intervening period. Lien means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided, that in no event shall an operating lease be deemed to constitute a Lien. Limited Condition Acquisition means any acquisition, including by way of merger, amalgamation or consolidation, by the Company or one or more of its Restricted Subsidiaries whose consummation is not conditioned upon the availability of, or on obtaining, third party financing; provided, that the Consolidated Net 244

265 Income (and any other financial term derived therefrom), other than for purposes of calculating any ratios in connection with the Limited Condition Acquisition, shall not include any Consolidated Net Income of or attributable to the target company or assets associated with any such Limited Condition Acquisition unless and until the closing of such Limited Condition Acquisition shall have actually occurred. Management Stockholders means the members of management (and their Controlled Investment Affiliates and Immediate Family Members) of the Company (or its direct parent) who are holders of Equity Interests of any Holding Company of the Company on the Issue Date or will become holders of such Equity Interests in connection with the Transactions. Market Capitalization means an amount equal to (i) the total number of issued and outstanding shares of common Equity Interests of the IPO Entity on the date of the declaration of a Restricted Payment permitted pursuant to clause (9) of the second paragraph under Certain Covenants Limitation on Restricted Payments multiplied by (ii) the arithmetic mean of the closing prices per share of such common Equity Interests on the principal securities exchange on which such common Equity Interests are traded for the 30 consecutive trading days immediately preceding the date of declaration of such Restricted Payment; or, if greater, the IPO Capitalization. Moody s means Moody s Investors Service, Inc. and any successor to its rating agency business. Net Income means, with respect to any Person, the net income (loss) of such Person, determined in accordance with French GAAP and before any reduction in respect of Preferred Stock dividends. Net Proceeds means the aggregate Cash Equivalents proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale, including any Cash Equivalents received upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale, net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration, including legal, accounting and investment banking fees, payments made in order to obtain a necessary consent or required by applicable law, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, other fees and expenses, including title and recordation expenses, taxes paid or payable as a result thereof or any transactions occurring or deemed to occur to effectuate a payment under the Indenture (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if any, and interest on Senior Indebtedness or amounts required to be applied to the repayment of Indebtedness secured by a Lien on such assets and required (other than required by clause (1) of the second paragraph of Repurchase at the Option of Holders Asset Sales ) to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by the Company or any of its Restricted Subsidiaries as a reserve in accordance with French GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Company or any of its Restricted Subsidiaries after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction. Notes Obligations means Obligations in respect of the Notes, the Guarantees and the Indenture. Obligations means any principal, interest (including any interest accruing on or subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), premium, penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker s acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness; provided, that any of the foregoing (other than principal and interest) shall no longer constitute Obligations after payment in full of such principal and interest except to the extent such obligations are fully liquidated and non-contingent on or prior to such payment in full. Officer means the Chairman of the board of directors, the Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Company or any other officer of the Company designated by any such individuals. Officer s Certificate means a certificate signed on behalf of a Person by an Officer of such Person that meets the requirements set forth in the Indenture. 245

266 Opinion of Counsel means a written opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to the Company or the Trustee. Original Notes Offering Memorandum means the final offering memorandum dated November 12, 2014, relating to the offering of the Original Notes issued on the Issue Date. Parent Company means any Person so long as such Person directly or indirectly holds 100.0% of the total voting power of the Capital Stock of the Company, and at the time such Person acquired such voting power, no Person and no group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision), including any such group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) (other than any Permitted Holder), shall have beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision), directly or indirectly, of 50.0% or more of the total voting power of the Voting Stock of such Person. Pari Passu Lien Indebtedness means the Additional Notes and any additional Secured Indebtedness that is ranked pari passu with the Notes and is permitted to be incurred pursuant to the terms of the Indenture; provided, that (i) the representative of such Pari Passu Lien Indebtedness executes a joinder agreement to the Intercreditor Agreement and, if applicable, to the other Collateral Documents, in each case in the form attached thereto, agreeing to be bound thereby and (ii) the Company has designated such Indebtedness as Pari Passu Lien Indebtedness thereunder. Permissible Jurisdiction means any member state of the European Union. Permitted Asset Swap means the substantially concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and Cash Equivalents between the Company or any of its Restricted Subsidiaries and another Person; provided, that any Cash Equivalents received must be applied in accordance with the covenant described under Repurchase at the Option of Holders Asset Sales. Permitted Holders means any of the Investors and Management Stockholders and any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided, that in the case of such group and without giving effect to the existence of such group or any other group, such Investors and Management Stockholders, collectively, have beneficial ownership of more than 50.0% of the total voting power of the Voting Stock of the Company or any of its Holding Companies. Any Person or group whose acquisition of beneficial ownership constitutes a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of the Indenture will thereafter, together with its Affiliates, constitute an additional Permitted Holder. Permitted Investments means: (1) any Investment in the Company or any of its Restricted Subsidiaries; (2) any Investment in Cash Equivalents or Investment Grade Securities; (3) any Investment by the Company or any of its Restricted Subsidiaries in a Person (including, to the extent constituting an Investment, in assets of a Person that represent substantially all of its assets or a division, business unit or product line, including research and development and related assets in respect of any product) that is engaged directly or through entities that will be Restricted Subsidiaries in a Similar Business if as a result of such Investment: (a) such Person becomes a Restricted Subsidiary; or (b) such Person, in one transaction or a series of related transactions, is amalgamated, merged or consolidated with or into, or transfers or conveys substantially all of its assets (or such division, business unit or product line) to, or is liquidated into, the Company or a Restricted Subsidiary, 246

267 and, in each case, any Investment held by such Person; provided, that such Investment was not acquired by such Person in contemplation of such acquisition, merger, amalgamation, consolidation or transfer; (4) any Investment in securities or other assets, including earn-outs, not constituting Cash Equivalents or Investment Grade Securities and received in connection with an Asset Sale made pursuant to the first paragraph under Repurchase at the Option of Holders Asset Sales or any other disposition of assets not constituting an Asset Sale; (5) any Investment existing on the Completion Date or made pursuant to binding commitments in effect on the Completion Date or an Investment consisting of any extension, modification or renewal of any such Investment or binding commitment existing on the Completion Date; provided, that the amount of any such Investment may be increased in such extension, modification or renewal only (a) as required by the terms of such Investment or binding commitment as in existence on the Issue Date (including as a result of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities) or (b) as otherwise permitted under the Indenture; (6) any Investment acquired by the Company or any of its Restricted Subsidiaries: (a) consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business; (b) in exchange for any other Investment or accounts receivable, indorsements for collection or deposit held by the Company or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable (including any trade creditor or customer); or (c) in satisfaction of judgments against other Persons; or (d) as a result of a foreclosure by the Company or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default; (7) Hedging Obligations permitted under clause (10) of the covenant described in Certain Covenants Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock ; (8) any Investment in a Similar Business having an aggregate fair market value taken together with all other Investments made pursuant to this clause (8) that are at that time outstanding not to exceed the greater of (a) 25.0 million and (b) 3.0% of Total Assets (in each case, determined on the date such Investment is made, with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided, however, that if any Investment pursuant to this clause (8) is made in any Person that is not a Restricted Subsidiary of the Company at the date of the making of such Investment and such Person becomes a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (8); (9) Investments the payment for which consists of Equity Interests (other than Disqualified Stock) of the Company, or any of its Holding Companies; provided, that such Equity Interests will not increase the amount available for Restricted Payments under clause (3) of the first paragraph under the covenant described in Certain Covenants Limitations on Restricted Payments ; (10)guarantees of Indebtedness not prohibited by the covenant described in Certain Covenants Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock, performance guarantees and Contingent Obligations incurred in the ordinary course of business or consistent with past practice and the creation of Liens on the assets of the Company or any Restricted Subsidiary in compliance with the covenant described under Certain Covenants Liens ; 247

268 (11)any transaction to the extent it constitutes an Investment that is permitted by and made in accordance with the provisions of the second paragraph of the covenant described under Certain Covenants Transactions with Affiliates (except transactions described in clauses (2), (5), (9) and (23) of such paragraph); (12)Investments consisting of purchases or other acquisitions of inventory, supplies, material or equipment or the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons; (13)Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (13) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities), not to exceed the greater of (a) 33.0 million and (b) 4.0% of Total Assets (in each case, determined on the date such Investment is made, with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided, however, that if any Investment pursuant to this clause (13) is made in any Person that is not a Restricted Subsidiary of the Issuer at the date of the making of such Investment and such Person becomes a Restricted Subsidiary after such date, such investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (13); (14)Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Company are necessary or advisable to effect any Qualified Securitization Facility (including any contribution of replacement or substitute assets to such subsidiary) or any repurchase obligation in connection therewith; (15)advances to, or guarantees of Indebtedness of, employees not in excess of 3.0 million outstanding in the aggregate; (16)loans and advances to employees, directors, officers, managers and consultants (a) for businessrelated travel expenses, moving expenses and other similar expenses or payroll advances, in each case incurred in the ordinary course of business or consistent with past practices or (b) to fund such Person s purchase of Equity Interests of the Company or any Holding Company thereof or in any management equity vehicle so investing in such Equity Interests; (17)advances, loans or extensions of trade credit in the ordinary course of business or consistent with past practice by the Company or any of its Restricted Subsidiaries; (18)any Investment in any Subsidiary or any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business or consistent with past practice; (19)Investments consisting of purchases and acquisitions of assets or services in the ordinary course of business or consistent with past practice; (20)Investments made in the ordinary course of business or consistent with past practice in connection with obtaining, maintaining or renewing client contacts; (21)Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and workers compensation, performance and similar deposits entered into as a result of the operations of the business in the ordinary course of business or consistent with past practice; (22)repurchases of Notes; (23)Investments in the ordinary course of business or consistent with past practice consisting of endorsements for collection of deposit and customary trade arrangements with customers consistent with past practices; (24)Investments consisting of promissory notes issued by the Company or any Guarantor to future, present or former officers, directors and employees, members of management, or consultants of the 248

269 Company or any of its Subsidiaries or their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Company or any Holding Company thereof, to the extent the applicable Restricted Payment is a permitted by the covenant described under Certain Covenants Limitation on Restricted Payments ; (25)Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or consistent with past practice or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; and (26)Investments in joint ventures of the Company or any of its Restricted Subsidiaries, taken together with all other Investments made pursuant to this clause (27) that are at that time outstanding, not to exceed the greater of (a) 17.0 million and (b) 2.0% of Total Assets (in each case, determined on the date such Investment is made, with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value). Permitted Liens means, with respect to any Person: (1) pledges, deposits or security by such Person under workmen s compensation laws, unemployment insurance, employers health tax, and other social security laws or similar legislation or other insurance related obligations (including, but not limited to, in respect of deductibles, self-insured retention amounts and premiums and adjustments thereto) or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business; (2) Liens imposed by law, such as landlords, carriers, warehousemen s, materialmen s, repairmen s and mechanics Liens, in each case for sums not yet overdue for a period of more than 45 days or if more than 45 days overdue, that are unfiled and no other action has been taken to enforce such Lien or that are being contested in good faith by appropriate actions or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review if adequate reserves with respect thereto are maintained on the books of such Person in accordance with French GAAP; (3) Liens for taxes, assessments or other governmental charges not yet overdue for a period of more than 30 days or not yet payable or subject to penalties for nonpayment or which are being contested in good faith by appropriate actions diligently conducted, if adequate reserves with respect thereto are maintained on the books of such Person in accordance with French GAAP; (4) Liens in favor of issuers of performance, surety, bid, indemnity, warranty, release, appeal or similar bonds or with respect to other regulatory requirements or letters of credit or bankers acceptances issued, and completion guarantees provided for, in each case, issued pursuant to the request of and for the account of such Person in the ordinary course of its business or consistent with past practice prior to the Issue Date; (5) minor survey exceptions, minor encumbrances, ground leases, easements or reservations of, or rights of others for, licenses, rights-of-way, servitudes, sewers, electric lines, drains, telegraph, telephone and cable television lines and other similar purposes, or zoning, building codes or other restrictions (including minor defects and irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental, to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate interfere with the ordinary conduct of the business of the Company and its Restricted Subsidiaries, taken as a whole, and exceptions on title policies insuring liens granted on Mortgaged Properties (as defined in the Revolving Credit Facility); 249

270 (6) Liens securing Obligations relating to any Indebtedness permitted to be incurred pursuant to clauses (4), (12) and (13) of the second paragraph under Certain Covenants Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock ; provided, that (a) Liens securing Obligations relating to any Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred pursuant to clause (13) relate only to Obligations relating to Refinancing Indebtedness that (x) is secured by Liens on the same assets as the assets securing the Refinancing Indebtedness or (y) extends, replaces, refunds, refinances, renews or defeases Indebtedness incurred or Disqualified Stock or Preferred Stock issued under clauses (3), (4), (12) or (13) of the second paragraph under Certain Covenants Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock and (b) Liens securing Obligations relating to any Indebtedness, Disqualified Stock or Preferred Stock to be incurred pursuant to clause (4) of the second paragraph under Certain Covenants Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock extend only to the assets so purchased, leased or improved; (7) Liens existing on the Issue Date or the Completion Date (including Liens securing any Refinancing Indebtedness of any Indebtedness secured by such Liens); (8) Liens on property or shares of stock or other assets of a Person at the time such Person becomes a Subsidiary; provided, that such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further, that such Liens may not extend to any other property or other assets owned by the Company or any of its Restricted Subsidiaries; (9) Liens on property or other assets at the time the Company or a Restricted Subsidiary acquired the property or such other assets, including any acquisition by means of a merger, amalgamation or consolidation with or into the Company or any of its Restricted Subsidiaries; provided, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition, amalgamation, merger or consolidation; provided, further, that the Liens may not extend to any other property owned by the Company or any of its Restricted Subsidiaries; (10)Liens securing Obligations relating to any Indebtedness or other obligations of a Restricted Subsidiary owing to the Company or another Restricted Subsidiary permitted to be incurred in accordance with the covenant described under Certain Covenants Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock ; (11)Liens securing (x) Hedging Obligations and (y) obligations in respect of Bank Products; provided that such Obligations may be Priority Payment Lien Obligations to the extent permitted by such definition; (12)Liens on specific items of inventory or other goods and proceeds of any Person securing such Person s accounts payable or similar trade obligations in respect of bankers acceptances or trade letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; (13)leases, sub-leases, licenses or sub-licenses granted to others in the ordinary course of business which do not materially interfere with the ordinary conduct of the business of the Company or any of its Restricted Subsidiaries, taken as a whole, and do not secure any Indebtedness, and Liens securing Capitalized Lease Obligations incurred in compliance with the terms of the Indenture; (14)Liens arising from Uniform Commercial Code (or equivalent statute) financing statement filings regarding operating leases or consignments entered into by the Company and its Restricted Subsidiaries in the ordinary course of business or purported Liens evidenced by the filing of precautionary Uniform Commercial Code financing statements or similar public filings; (15)Liens in favor of the Company or any Guarantor; (16)Liens on equipment of the Company or any of its Restricted Subsidiaries granted in the ordinary course of business to the Company s clients; 250

271 (17)Liens on accounts receivable, Securitization Assets and related assets incurred in connection with a Qualified Securitization Facility; (18)Liens to secure any modification, refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8), (9), this clause (18) and clause (40) hereof; provided, that (a) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property) and proceeds and products thereof, and (b) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (6), (7), (8), (9), this clause (18) and clause (40) hereof at the time the original Lien became a Permitted Lien under the Indenture, and (ii) an amount necessary to pay any fees and expenses (including original issue discount, upfront fees or similar fees) and premiums (including tender premiums and accrued and unpaid interest), related to such modification, refinancing, refunding, extension, renewal or replacement; (19)deposits made or other security provided in the ordinary course of business to secure liability to insurance carriers; (20)Liens (including, for the avoidance of doubt, Liens on Collateral) securing obligations in an aggregate principal amount outstanding which does not exceed the greater of (a) 25.0 million and (b) 3.0% of Total Assets (in each case, determined as of the date of such incurrence); (21)security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of that Person in the ordinary course of business; (22)Liens securing judgments for the payment of money not constituting an Event of Default under clause (5) under the caption Events of Default and Remedies ; (23)Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business; (24)Liens (a) of a collection bank arising under Section of the Uniform Commercial Code or any comparable or successor provision on items in the course of collection, (b) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, and (c) in favor of banking institutions arising as a matter of law or under general terms and conditions encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; (25)Liens deemed to exist in connection with Investments in repurchase agreements permitted under Certain Covenants Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock ; (26)Liens encumbering reasonable customary deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (27)Liens that are contractual rights of set-off or rights of pledge (a) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (b) relating to pooled deposit or sweep accounts of the Company or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Company and its Restricted Subsidiaries or (c) relating to purchase orders and other agreements entered into with customers of the Company or any of its Restricted Subsidiaries in the ordinary course of business; (28)Liens securing obligations owed by the Company or any Restricted Subsidiary to any lender under the Revolving Credit Facility or any Affiliate of such a lender in respect of any overdraft and related liabilities arising from treasury, depository and cash management services or any 251

272 automated clearing house transfers of funds; provided that such Obligations may be Priority Payment Lien Obligations to the extent permitted by such definition; (29)any encumbrance or restriction (including put and call arrangements) with respect to Capital Stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement; (30)Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale or purchase of goods entered into by the Company or any Restricted Subsidiary in the ordinary course of business; (31)Liens solely on any cash earnest money deposits made by the Company or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted by the Indenture; (32)ground leases in respect of real property on which facilities owned or leased by the Company or any of its Subsidiaries are located; (33)Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (34)Liens on Capital Stock of an Unrestricted Subsidiary that secure Indebtedness or other obligations of such Unrestricted Subsidiary; (35)Liens on the assets of non-guarantor Restricted Subsidiaries securing Indebtedness of such Subsidiaries that were permitted by the terms of the Indenture to be incurred; (36)Liens on cash advances in favor of the seller of any property to be acquired in an Investment permitted under the Indenture to be applied against the purchase price for such Investment; (37)any interest or title of a lessor, sub-lessor, licensor or sub-licensor or secured by a lessor s, sublessor s, licensor s or sub-licensor s interest under leases or licenses entered into by the Company or any of the Restricted Subsidiaries in the ordinary course of business; (38)deposits of cash with the owner or lessor of premises leased and operated by the Company or any of its Subsidiaries in the ordinary course of business of the Company and such Subsidiary to secure the performance of the Company s or such Subsidiary s obligations under the terms of the lease for such premises; (39)Liens securing the Notes Obligations relating to Notes (and the Subsidiary Guarantees) issued on the Issue Date; (40)(x) Liens securing Indebtedness (including Liens securing any Obligations in respect thereof) permitted to be incurred pursuant to the covenant described under the caption Certain Covenants Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock (including, without limitation, Indebtedness incurred under one or more Credit Facilities), so long as after giving pro forma effect to such incurrence and such Liens the Consolidated Secured Debt Ratio of the Company and its Restricted Subsidiaries shall be equal to or less than 4.75 to 1.0 for the Company s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such Lien is incurred; provided, that to the extent such Liens are on Collateral, an authorized representative of the holders of such Indebtedness and the Security Agent shall execute (i) a joinder to the Intercreditor Agreement (in the form attached thereto) as a holder of Pari Passu Lien Indebtedness or (ii) another intercreditor agreement pursuant to which such representative shall agree with the representatives of First Lien Obligations that the Liens securing such Indebtedness are subordinated to the Liens securing the First Lien Obligation, (y) to the extent not permitted by the preceding clause (x), Liens securing Indebtedness (including Liens securing any Obligations in respect thereof) permitted to be incurred pursuant to clauses (1), (10), (14) and (23) of the second paragraph of the covenant described under the caption Certain Covenants Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock (including, without limitation, Indebtedness incurred under one or more Credit Facilities); provided, that in the case of Indebtedness incurred pursuant to clause (14) 252

273 of such paragraph, the Consolidated Secured Debt Ratio does not decline on a pro forma basis for the incurrence of such Indebtedness and the application of the proceeds thereof; and (z) Liens securing any Indebtedness incurred pursuant to the covenant described under Certain Covenants Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock ; provided, that such Liens on Collateral are junior in priority to the Lien granted to the Holders of the Notes; and (41)Liens securing obligations in respect of (x) Indebtedness and other Obligations permitted to be incurred under Credit Facilities, including any letter of credit facility relating thereto, that was permitted by the terms of the Indenture to be incurred pursuant to clause (1) of the second paragraph under Certain Covenants Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock and (y) obligations of the Company or any Subsidiary in respect of any Bank Products or Hedging Obligation provided by any lender party to any Credit Facility or any Affiliate of such lender (or any Person that was a lender or an Affiliate of a lender at the time the applicable agreements pursuant to which such Bank Products are provided were entered into); provided that such Obligations may be Priority Payment Lien Obligations to the extent permitted by such definition. For purposes of this definition, the term Indebtedness shall be deemed to include interest on such Indebtedness. Person means any individual, corporation, limited liability company, partnership (including a limited partnership), joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity. Post-Closing Mergers means the anticipated reorganization following the Completion Date whereby Target and one of more of its Subsidiaries will be dissolved, merged, wound up or otherwise cease to exist, with AAG becoming a direct Subsidiary of the Issuer. Preferred Stock means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up. Priority Payment Lien Obligations means Obligations secured by (x) Liens securing Obligations permitted to be incurred under the Revolving Credit Facility (and any amendments, supplements, modifications, extensions, renewals, restatements, refundings, refinancings or replacements thereof), including any letter of credit facility relating thereto, that was permitted by the terms of the Indenture to be incurred pursuant to clause (1) of the second paragraph under Certain Covenants Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock, (y) Liens securing obligations of the Company or any Restricted Subsidiary in respect of any Bank Products and Hedging Obligations or (z) Liens permitted by clause (28) of the definition of Permitted Liens ; provided, that (A) the representatives of such Priority Payment Lien Obligations shall at all times be parties to or execute joinder agreements (in the forms attached thereto agreeing to be bound thereby) to the Intercreditor Agreement and, if applicable, the other Collateral Documents, and (B) the Company has designated such Indebtedness as Priority Payment Lien Obligations thereunder. Purchase Money Obligations means any Indebtedness incurred to finance or refinance the acquisition, leasing, construction or improvement of property (real or personal) or assets, and whether acquired through the direct acquisition of such property or assets, or otherwise (including through the purchase of Capital Stock of any Person owning such property or assets). Qualified Proceeds means the fair market value of assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business. Qualified Securitization Facility means any securitization financing facility that meets the following conditions: (i) the board of directors or management of the Company shall have determined in good faith that such Securitization Facility is in the aggregate economically fair and reasonable to the Company and (ii) all sales and/or contributions of Securitization Assets and related assets to the applicable Securitization Subsidiary are made at fair market value (as determined in good faith by the Company) or (b) constituting a receivables or payables financing or factoring facility. 253

274 Rating Agencies means Moody s and S&P or if Moody s or S&P or both shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Company which shall be substituted for Moody s or S&P or both, as the case may be. Related Business Assets means assets (other than Cash Equivalents) used or useful in a Similar Business; provided, that any assets received by the Company or a Restricted Subsidiary in exchange for assets transferred by the Company or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary. Restricted Investment means an Investment other than a Permitted Investment. Restricted Subsidiary means, at any time, any direct or indirect Subsidiary of the Company that is not then an Unrestricted Subsidiary; provided, that upon an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of Restricted Subsidiary. Revolving Credit Facility means the facility made available under the revolving credit facility agreement entered into or around the Issue Date with, among others, Credit Suisse AG, London Branch as facility agent, The Royal Bank of Scotland plc as security agent, and Credit Suisse International, The Royal Bank of Scotland plc and UBS Limited as arrangers (the Revolving Credit Facility Agreement ), including any guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements, refundings, refinancings or replacements thereof and any one or more indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that replace, refund, supplement or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof (provided, that such increase in borrowings is permitted under the caption Certain Covenants Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock ) or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, trustee, lender or group of lenders or holders. S&P means Standard & Poor s, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business. Sale and Lease-Back Transaction means any arrangement providing for the leasing by the Company or any of its Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to a third Person in contemplation of such leasing. SEC means the U.S. Securities and Exchange Commission. Secured Indebtedness means any Indebtedness of the Company or any of its Restricted Subsidiaries secured by a Lien on the Collateral. Securities Act means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder. Securitization Assets means the accounts receivable, royalty or other revenue streams and other rights to payment and any other assets related thereto subject to a Qualified Securitization Facility and the proceeds thereof. Securitization Facility means any of one or more receivables or securitization financing facilities as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, the Obligations of which are non-recourse (except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to the Company or any of its Restricted Subsidiaries (other than a Securitization Subsidiary) pursuant to which the Company or any of its Restricted Subsidiaries sells or grants a security interest in its accounts receivable or Securitization Assets or assets related thereto to either (a) a Person that is not a Restricted Subsidiary or (b) a Securitization Subsidiary that in turn sells its accounts receivable to a Person that is not a Restricted Subsidiary. 254

275 Securitization Fees means distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a Person that is not a Securitization Subsidiary in connection with, any Qualified Securitization Facility. Securitization Subsidiary means any Subsidiary formed for the purpose of, and that solely engages only in one or more Qualified Securitization Facilities and other activities reasonably related thereto. Security Agent means The Royal Bank of Scotland plc acting in its capacity as security agent under the Indenture, the Intercreditor Agreement, the Intercreditor Agreement and the other Collateral Documents, or any successor thereto in such capacity. Senior Indebtedness means: (1) all Indebtedness of the Company or any Guarantor outstanding under the Revolving Credit Facility and the Notes and related Guarantees (including interest accruing on or after the filing of any petition in bankruptcy or similar proceeding or for reorganization of the Company or any Guarantor (at the rate provided for in the documentation with respect thereto, regardless of whether or not a claim for post- filing interest is allowed in such proceedings)), and any and all other fees, expense reimbursement obligations, indemnification amounts, penalties, and other amounts (whether existing on the Issue Date or thereafter created or incurred) and all obligations of the Company or any Guarantor to reimburse any bank or other Person in respect of amounts paid under letters of credit, acceptances or other similar instruments; (2) all (x) Hedging Obligations (and guarantees thereof) and (y) obligations in respect of Bank Products (and guarantees thereof); provided, that such Hedging Obligations and obligations in respect of Bank Products, as the case may be, are permitted to be incurred under the terms of the Indenture; (3) any other Indebtedness of the Company or any Guarantor permitted to be incurred under the terms of the Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is subordinated in right of payment to the Notes or any related Guarantee; and (4) all Obligations with respect to the items listed in the preceding clauses (1), (2) and (3); provided, that Senior Indebtedness shall not include: (a) any obligation of such Person to the Company or any of its Subsidiaries; (b) any liability for federal, state, local or other taxes owed or owing by such Person; (c) any accounts payable or other liability to trade creditors arising in the ordinary course of business; (d) any Indebtedness or other Obligation of such Person which is subordinate or junior in any respect to any other Indebtedness or other Obligation of such Person; or (e) that portion of any Indebtedness which at the time of incurrence is incurred in violation of the Indenture. Significant Subsidiary means any Restricted Subsidiary that would be a significant subsidiary as defined in Article 1, Rule 1-02 of Regulation S-X promulgated pursuant to the Securities Act, as such regulation is in effect on the Issue Date. Similar Business means (1) any business conducted or proposed to be conducted by the Company or any of its Restricted Subsidiaries on the Issue Date or the Completion Date, and any reasonable extension thereof, or (2) any business or other activities that are reasonably similar, ancillary, incidental, complementary or related to, or a reasonable extension, development or expansion of, the businesses in which the Company and its Restricted Subsidiaries are engaged or propose to be engaged on the Issue Date. Subordinated Indebtedness means, with respect to the Notes or any Guarantee, as applicable, 255

276 (1) any Indebtedness of the Issuer which is by its terms subordinated in right of payment to the Notes, and (2) any Indebtedness of any Guarantor which is by its terms subordinated in right of payment to the Guarantee of such entity of the Notes. Subordinated Shareholder Funding means, collectively, any funds provided to the Company by a Holding Company in exchange for or pursuant to any security, instrument or agreement other than Capital Stock, in each case issued to and held by a Holding Company of the Company or a Permitted Holder, including, for the avoidance of doubt, any preferred equity or subordinated loans to be issued by the Company in connection with the Transactions, together with any such security, instrument or agreement and any other security or instrument other than Capital Stock issued in payment of any obligation under any Subordinated Shareholder Funding; provided, however, that such Subordinated Shareholder Funding: (1) does not mature or require any amortization, redemption or other repayment of principal or any sinking fund payment prior to the first anniversary of the maturity of the Notes (other than through conversion or exchange of such funding into Capital Stock (other than Disqualified Stock) of the Company or any funding meeting the requirements of this definition); (2) does not require, prior to the first anniversary of the maturity of the Notes, payment of cash interest, cash withholding amounts or other cash gross ups, or any similar cash amounts; (3) contains no change of control or similar provisions and does not accelerate and has no right to declare a default or event of default or take any enforcement action or otherwise require any cash payment, in each case, prior to the first anniversary of the maturity of the Notes; (4) does not provide for or require any security interest or encumbrance over any asset of the Company or any of its Subsidiaries; and (5) pursuant to its terms is fully subordinated and junior in right of payment to the Notes pursuant to subordination, payment blockage and enforcement limitation terms which are customary in all material respects for similar funding. Subsidiary means, with respect to any Person: (1) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50.0% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof; and (2) any partnership, joint venture, limited liability company or similar entity of which (a) more than 50.0% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise, and (b) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity. For the avoidance of doubt, any entity that is owned at a 50.0% or less level (as described above) shall not be a Subsidiary for any purpose under the Indenture, regardless of whether such entity is consolidated on the Company s or any Restricted Subsidiary s financial statements. Subsidiary Guarantor means each Guarantor other than the Company. 256

277 Support and Services Agreement means the management services or similar agreements between certain of the management companies associated with one or more of the Investors or their advisors, if applicable, and the Company (and/or its direct or indirect parent companies) as in effect from time to time. Target means Poinsetia Participations S.A., a Luxembourg public limited liability company (société anonyme) having its registered office at 2-4, rue Eugene Ruppert, L-2453 Luxembourg and registered with the Luxembourg trade and companies register under number B Tax Sharing Agreement means any tax sharing or profit and loss pooling or similar agreement with customary or arm s length terms entered into with any Holding Company or Unrestricted Subsidiary, as the same may be amended, supplemented, waived or otherwise modified from time to time in accordance with the terms thereof and of the Indenture. Total Assets means the total assets of the Company and its Restricted Subsidiaries, determined on a consolidated basis in accordance with French GAAP, as shown on the most recent balance sheet of the Company or such other Person as may be expressly stated. Transaction Expenses means any fees or expenses incurred or paid by the Investors, the Company or any Restricted Subsidiary in connection with the Transactions, including payments to officers, employees and directors as change of control payments, severance payments, special or retention bonuses and charges for repurchase or rollover of, or modifications to, stock options. Transactions means the transactions contemplated by the Acquisition Agreement, the contribution by the Issuer of the proceeds of the Notes as a Proceeds Loan to Bidco, the contribution by Bidco of the Funding Loans, the repayment and refinancing of certain Indebtedness, the issuance of the Notes, and borrowings under the Revolving Credit Facility on the Issue Date, the payment of transactions fees and expenses and other transactions in connection therewith or incidental thereto. Trust Indenture Act means the Trust Indenture Act of 1939, as amended (15 U.S.C. 77aaa- 77bbbb). Uniform Commercial Code means the Uniform Commercial Code or any successor provision thereof as the same may from time to time be in effect in the State of New York. Unrestricted Subsidiary means: (1) any Subsidiary of the Company which at the time of determination is an Unrestricted Subsidiary (as designated by the Company, as provided below); and (2) any Subsidiary of an Unrestricted Subsidiary. The Company may designate any Subsidiary of the Company (including any existing Subsidiary and any newly acquired or newly formed Subsidiary, but excluding the Issuer) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Company or any Subsidiary of the Company (other than solely any Subsidiary of the Subsidiary to be so designated); provided, that: (1) any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned, directly or indirectly, by the Company; (2) such designation complies with the covenants described under Certain Covenants Limitation on Restricted Payments ; and (3) each of (a) the Subsidiary to be so designated and (b) its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Company or any Restricted Subsidiary. The Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, that, immediately after giving effect to such designation, no Default shall have occurred and be continuing and either: 257

278 (1) the Company could incur at least 1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Test; or (2) the Fixed Charge Coverage Ratio for the Company and its Restricted Subsidiaries would be equal to or greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such designation. Any such designation by the Company shall be notified by the Company to the Trustee by promptly filing with the Trustee a copy of the resolution of the board of directors of the Company or any committee thereof giving effect to such designation and an Officer s Certificate certifying that such designation complied with the foregoing provisions. Voting Stock of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the board of directors of such Person. Weighted Average Life to Maturity means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing: (1) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment; by (2) the sum of all such payments; provided, that for purposes of determining the Weighted Average Life to Maturity of any Indebtedness that is being extended, replaced, refunded, refinanced, renewed or defeased (the Applicable Indebtedness ), the effects of any amortization or prepayments made on such Applicable Indebtedness prior to the date of the applicable extension, replacement, refunding, refinancing, renewal or defeasance shall be disregarded. Wholly Owned Subsidiary of any Person means a Subsidiary of such Person, 100.0% of the outstanding Equity Interests of which (other than directors qualifying shares and shares issued to foreign nationals as required by applicable law) shall at the time be owned by such Person and/or by one or more Wholly Owned Subsidiaries of such Person. 258

279 BOOK-ENTRY; DELIVERY AND FORM General The Notes sold to qualified institutional buyers in reliance on Rule 144A under the U.S. Securities Act will initially be represented by one or more global notes in registered form without interest coupons attached (the Rule 144A Global Notes ). Notes sold to non-u.s. persons outside the United States in reliance on Regulation S under the U.S. Securities Act will initially be represented by one or more global notes in registered form without interest coupons attached (the Regulation S Global Notes and, together with the Rule 144A Global Notes, the Global Notes ). The Global Notes will be deposited, on the Issue Date, with a common depositary and registered in the name of the nominee of the common depositary for the accounts of Euroclear and Clearstream. Ownership of interests in the Rule 144A Global Notes ( Rule 144A Book-Entry Interests ) and ownership of interests in the Regulation S Global Notes (the Regulation S Book-Entry Interests and, together with the Rule 144A Book-Entry Interests, the Book-Entry Interests ) will be limited to persons that have accounts with Euroclear and/or Clearstream or persons that hold interests through such participants. Euroclear and Clearstream will hold interests in the Global Notes on behalf of their participants through customers securities accounts in their respective names on the books of their respective depositories. Except under the limited circumstances described below, Book-Entry Interests will not be issued in definitive form. Book-Entry Interests will be shown on, and transfers thereof will be effected only through, records maintained in book-entry form by Euroclear and Clearstream and their respective participants. The laws of some jurisdictions, including certain states of the United States, may require that certain purchasers of securities take physical delivery of those securities in definitive form. The foregoing limitations may impair your ability to own, transfer or pledge Book-Entry Interests. In addition, while the Notes are in global form, holders of Book- Entry Interests will not be considered the registered owners or holders of Notes for any purpose. So long as the Notes are held in global form, the common depositary for Euroclear and/or Clearstream (or its nominee), as applicable, will be considered the sole holders of the Global Notes for all purposes under the respective Indentures. In addition, participants must rely on the procedures of Euroclear and Clearstream, and indirect participants must rely on the procedures of Euroclear and Clearstream and the participants through which they own Book-Entry Interests, to transfer their interests or to exercise any rights of holders of Notes under the Indenture. None of the Issuer, the Guarantors or the Trustee or any agent named herein or any of their respective affiliates will have any responsibility, or be liable, for any aspect of the records relating to the Book-Entry Interests. Redemption of the Global Notes In the event that any Global Note (or any portion thereof) is redeemed, Euroclear and/or Clearstream, as applicable, will redeem an equal amount of the Book-Entry Interests in such Global Note from the amount received by it in respect of the redemption of such Global Note. The redemption price payable in connection with the redemption of such Book-Entry Interests will be equal to the amount received by Euroclear and/or Clearstream, as applicable, in connection with the redemption of such Global Note (or any portion thereof). The Issuer understands that, under the existing practices of Euroclear and Clearstream, if fewer than all of the Notes are to be redeemed at any time, Euroclear and Clearstream will credit their respective participants accounts on a proportionate basis (with adjustments to prevent fractions) or by using a pool factor or on such other basis as they deem fair and appropriate unless otherwise required by law or applicable stock exchange or depositary requirements. Payments on Global Notes The Issuer will make payments of any amounts owing in respect of the relevant Global Notes (including principal, premium, if any, interest and additional amounts, if any) to the relevant principal paying agent. The relevant principal paying agent will, in turn, make such payments to the common depositary or its nominee for Euroclear and Clearstream, which will distribute such payments to participants in accordance with their respective customary procedures. All payments required to be made by the Issuer with respect to the Notes or by a Guarantor under its Note Guarantee, will be made free and clear of, and without deduction or 259

280 withholding for or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature, except as may be required by law and except as described under Description of the Notes Withholding Taxes. If any such deduction or withholding is required to be made, then, to the extent described under Description of the Notes Withholding Taxes, the Issuer will pay additional amounts as may be necessary in order for the net amounts received by any holder of the relevant Global Notes or owner of the relevant Book-Entry Interests after such deduction or withholding to equal the net amounts that such holder or owner would have otherwise received in respect of such Global Note or Book-Entry Interest, as the case maybe, absent such withholding or deduction. The Issuer expects that standing customer instructions and customary practices will govern payments by participants to owners of Book-Entry Interests held through such participants. Under the terms of the Indenture, the Issuer, the Trustee, the registrar and the paying agent(s), respectively, will treat the registered holders of the relevant Global Notes (i.e., the common depositary for Euroclear or Clearstream (or its nominees)) as the owner thereof for the purpose of receiving payments and for all other purposes. Consequently, none of the Issuer, the Trustee, the registrar or any of the paying agent(s) has or will have any responsibility or liability for: any aspect of the records of Euroclear, Clearstream or any participant or indirect participant relating to, or payments made on account of, a Book-Entry Interest or for maintaining, supervising or reviewing the records of Euroclear or Clearstream or any participant or indirect participant relating to, or payments made on account of, a Book-Entry Interest; Euroclear, Clearstream or any participant or indirect participant; or the records of the common depositary. Payments by participants to owners of Book-Entry Interests held through participants are the responsibility of such participants. Currency of Payment for the Global Notes The principal of, premium, if any, and interest on, and all other amounts payable in respect of, the Global Notes, will be paid to holders of interests in such Notes through Euroclear and/or Clearstream in Euro. Payments will be subject in all cases to any fiscal or other laws and regulations (including any regulations of the applicable clearing system) applicable thereto. None of the Issuer, the Trustee, any agent named herein, the Initial Purchasers or any of their respective agents or affiliates will be liable to any holder of Global Notes or any other person for any commissions, costs, losses or expenses in relation to or resulting from any currency conversion or rounding effected in connection with any such payment. Action by Owners of Book-Entry Interests Euroclear and Clearstream have advised us that they will take any action permitted to be taken by a holder of a Note (including the presentation of Notes for exchange as described above) only at the direction of one or more participants to whose account the Book-Entry Interests in the Global Notes are credited and only in respect of such portion of the aggregate principal amount of Notes as to which such participant or participants has or have given such direction. Euroclear and Clearstream will not exercise any discretion in the granting of consents, waivers or the taking of any other action in respect of the Global Notes. However, if there is an Event of Default (as defined in the Indenture) under a Note, each of Euroclear and Clearstream, at the request of the holders of the Notes, reserve the right to exchange the Global Notes for definitive registered Notes in certificated form (together, the Definitive Registered Notes ), and to distribute such Definitive Registered Notes to their respective participants. Transfers Transfers between participants in Euroclear and Clearstream will be effected in accordance with Euroclear and Clearstream s rules and will be settled in immediately available funds. If a holder of a Note requires physical delivery of Definitive Registered Notes for any reason, including to sell Notes to persons in states that require physical delivery of such securities or to pledge such securities, such holder must transfer its 260

281 interest in the Global Notes in accordance with the normal procedures of Euroclear and Clearstream and in accordance with the procedures set forth in the Indenture. The Global Notes will each bear a legend to the effect set forth under Transfer Restrictions. Book- Entry Interests in the Global Notes will be subject to the restrictions on transfers and certification requirements discussed under Transfer Restrictions. Transfers of Rule 144A Book-Entry Interests to persons wishing to take delivery of Rule 144A Book- Entry Interests will at all times be subject to such transfer restrictions. Rule 144A Book-Entry Interests may be transferred to a person who takes delivery in the form of a Regulation S Book-Entry Interest only upon delivery by the transferor of a written certification (in the form to be provided in the Indenture) to the effect that such transfer is being made in accordance with Regulation S or Rule 144 under the U.S. Securities Act or any other exemption (if available under the U.S. Securities Act). Regulation S Book-Entry Interests may be transferred to a person who takes delivery in the form of a Rule 144A Book-Entry Interest only upon delivery by the transferor of a written certification (in the form provided in the Indenture) to the effect that such transfer is being made to a person who the transferor reasonably believes is a qualified institutional buyer within the meaning of Rule 144A under the U.S. Securities Act in a transaction meeting the requirements of Rule 144A or otherwise in accordance with the transfer restrictions described under Transfer Restrictions and in accordance with any applicable securities laws of any other jurisdiction. In connection with transfers involving an exchange of a Regulation S Book-Entry Interest for a Rule 144A Book-Entry Interest, appropriate adjustments will be made to reflect a decrease in the principal amount of the Regulation S Global Note and a corresponding increase in the principal amount of the Rule 144A Global Note. Definitive Registered Notes may be transferred and exchanged for Book-Entry Interests in a Global Note only as described under Description of the Notes Transfer and Exchange and, if required, only if the transferor first delivers to the registrar a written certificate (in the form provided in the Indenture) to the effect that such transfer will comply with the appropriate transfer restrictions applicable to the Notes. See Transfer Restrictions. Any Book-Entry Interest in one of the Global Notes that is transferred to a person who takes delivery in the form of a Book-Entry Interest in any other Global Note will, upon transfer, cease to be a Book-Entry Interest in the first-mentioned Global Note and become a Book-Entry Interest in such other Global Note, and accordingly will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to Book- Entry Interests in such other Global Note for as long as it remains such a Book-Entry Interest. Definitive Registered Notes Notes: Under the terms of the Indenture, owners of the Book-Entry Interests will receive Definitive Registered if Euroclear or Clearstream notifies the Issuer that it is unwilling or unable to continue to act as depositary and a successor depositary is not appointed by the Issuer within 120 days; or if the owner of a Book-Entry Interest requests such exchange in writing delivered through Euroclear or Clearstream following an Event of Default under and as defined in the Indenture and enforcement action is being taken in respect thereof under the Indenture. In such an event, the Issuer will issue Definitive Registered Notes, registered in the name or names and issued in any approved denominations, requested by or on behalf of Euroclear and/or Clearstream or the Issuer, as applicable (in accordance with their respective customary procedures and based upon directions received from participants reflecting the beneficial ownership of Book-Entry Interests), and such Definitive Registered Notes will bear the restrictive legend as provided in the Indenture, unless that legend is not required by the Indenture or applicable law. 261

282 To the extent permitted by law, the Issuer, the Trustee, the paying agent(s) and the registrar shall be entitled to treat the registered holder of any Global Note as the absolute owner thereof and no person will be liable for treating the registered holder as such. Ownership of the Global Notes will be evidenced through registration from time to time at the registered office of the Issuer, and such registration is a means of evidencing title to the Notes. We will not impose any fees or other charges in respect of the Notes; provided however, owners of the Book-Entry Interests may incur fees normally payable in respect of the maintenance and operation of accounts in Euroclear and/or Clearstream, as applicable. Information Concerning Euroclear and Clearstream All Book-Entry Interests will be subject to the operations and procedures of Euroclear and Clearstream, as applicable. We provide the following summaries of those operations and procedures solely for the convenience of investors in the Notes. The operations and procedures of each settlement system are controlled by that settlement system and may be changed at any time. Neither the Issuer nor any of the Initial Purchasers are responsible for those operations or procedures. The Issuer understands as follows with respect to Euroclear and Clearstream: Euroclear and Clearstream hold securities for participating organizations. They facilitate the clearance and settlement of securities transactions between their respective participants through electronic book-entry changes in accounts of such participants. Euroclear and Clearstream provide various services to their participants, including the safekeeping, administration, clearance, settlement, lending and borrowing of internationally traded securities. Euroclear and Clearstream also interface with domestic securities markets in several countries. Euroclear and Clearstream participants are financial institutions such as underwriters, securities brokers and dealers, banks, trust companies and certain other organizations. Indirect access to Euroclear or Clearstream is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Euroclear and Clearstream participant, either directly or indirectly. Euroclear and Clearstream have no record of, or relationship with, persons holding through their account holders. Since Euroclear and Clearstream only act on behalf of participants, who in turn act on behalf of indirect participants and certain banks, the ability of an owner of a beneficial interest to pledge such interest to persons or entities that do not participate in the Euroclear and/or Clearstream systems, or otherwise take actions in respect of such interest, may be limited by the lack of a definitive certificate for that interest. The laws of some jurisdictions require that certain persons take physical delivery of securities in definitive form. Consequently, the ability to transfer beneficial interests to such persons may be limited. In addition, owners of beneficial interests through the Euroclear or Clearstream systems will receive distributions attributable to the Rule 144A Global Notes only through Euroclear or Clearstream participants. Global Clearance and Settlement under the Book-Entry System Application has been made for listing particulars to be approved by the Irish Stock Exchange and for the Notes to be admitted to the Official List of the Irish Stock Exchange and admitted to trading on its Global Exchange Market, and any permitted secondary market trading activity in the Notes will, therefore, be required to be settled in immediately available funds. The Issuer expects that secondary trading in any certificated Notes will also be settled in immediately available funds. Although Euroclear and Clearstream currently follow the foregoing procedures in order to facilitate transfers of interests in the Global Notes among participants in Euroclear or Clearstream, as the case maybe, they are under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued or modified at any time. None of the Issuer, the Initial Purchasers, the Trustee, or the registrar or the paying agent(s) in respect of the Notes will have any responsibility for the performance by Euroclear or Clearstream or their participants or indirect participants of their respective obligations under the rules and procedures governing their operations. 262

283 Initial Settlement Initial settlement for the Notes will be made in Euro. Book-Entry Interests owned through Euroclear or Clearstream accounts will follow the settlement procedures applicable to conventional bonds in registered form. Book-Entry Interests will be credited to the securities custody accounts of Euroclear and Clearstream holders on the business day following the settlement date against payment for value of the settlement date. Secondary Market Trading The Book-Entry Interests will trade through participants of Euroclear or Clearstream and will settle in same-day funds. Since the purchase determines the place of delivery, it is important to establish at the time of trading of any Book-Entry Interests where both the purchaser s and the seller s accounts are located to ensure that settlement can be made on the desired value date. Special Timing Considerations You should be aware that investors will only be able to make and receive deliveries, payments and other communications involving the Notes through Euroclear or Clearstream on days when those systems are open for business. In addition, because of time zone differences, there may be complications with completing transactions involving Euroclear and/or Clearstream on the same business day as in the United States. U.S. investors who wish to transfer their interests in the Notes, or to receive or make a payment or delivery of Notes, on a particular day, may find that the transactions will not be performed until the next business day in Luxembourg if Clearstream, Luxembourg is used, or Brussels if Euroclear is used. Clearing Information The Issuer expects that the Notes will be accepted for clearance through the facilities of Euroclear and Clearstream. The international securities identification numbers and common codes for the Notes are set out under Listing and General Information. 263

284 CERTAIN TAX CONSIDERATIONS If you are a prospective investor, you should consult your tax advisor as to the possible tax consequences of purchasing, holding or selling any Notes under the laws of your country of citizenship, residence or domicile, including the effect of any local taxes applicable to you. The discussions that follow do not purport to be a comprehensive description of all tax considerations that may be relevant to a decision to purchase, hold or sell Notes. In particular, these discussions do not consider any specific facts or circumstances that may apply to you. The discussions that follow for each jurisdiction are based upon the applicable laws and interpretations thereof as in effect as of the date hereof. These tax laws and interpretations are subject to change, possibly with retroactive or retrospective effect Certain United States federal income tax consequences The following is a summary of certain United States federal income tax consequences of the purchase, ownership and disposition of the Notes as of the date hereof. This summary deals only with the Notes that are held as capital assets by a U.S. holder (as defined herein) who acquires our Notes pursuant to the offering at their initial offering price. As used herein, a U.S. holder means a beneficial owner of a Note that is for United States federal income tax purposes any of the following: an individual citizen or resident of the United States; a corporation created or organized under the laws of the United States, any state thereof or the District of Columbia; an estate the income of which is subject to United States federal income taxation regardless of its source; or a trust if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable United States Treasury regulations ( Treasury Regulations ) to be treated as a United States person. This summary is based upon provisions of the United States Internal Revenue Code of 1986, as amended (the Code ), and Treasury Regulations, rulings and judicial decisions as of the date hereof. Those authorities may be changed, perhaps retroactively, so as to result in United States federal income tax consequences different from those summarized below. This summary does not address all aspects of United States federal income taxes and does not address any United States federal taxes other than income taxes (such as estate or gift taxes or the Medicare contribution tax on net investment income), does not deal with any foreign, state, or local or other tax considerations, and does not address all tax considerations that may be relevant to U.S. holders in light of their particular circumstances. In addition, it does not represent a detailed description of the United States federal income tax consequences applicable to you if you are subject to special treatment under the United States federal income tax laws. For example, this summary does not address: tax consequences to holders who may be subject to special tax treatment, such as dealers in securities or currencies, traders in securities that elect to use the mark-to-market method of accounting for their securities, financial institutions, regulated investment companies, real estate investment trusts, investors in partnerships or other pass-through entities for United States federal income tax purposes, tax-exempt entities or insurance companies; tax consequences to persons holding the Notes as part of a hedging, integrated, constructive sale or conversion transaction or a straddle; tax consequences to U.S. holders whose functional currency is not the United States dollar; or alternative minimum tax consequences, if any. 264

285 If an entity treated as a partnership for United States federal income tax purposes holds our Notes, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding our Notes, you should consult your tax advisors. If you are considering the purchase of Notes, you should consult your own tax advisors concerning the particular United States federal income tax consequences to you of the purchase, ownership and disposition of the Notes, as well as the consequences to you arising under the laws of any other taxing jurisdiction. Qualified Reopening The Notes are issued in a qualified reopening of the Original Fixed Rate Notes for United States federal income tax purposes. Accordingly, the Notes will be part of the same issue as, will have the same issue date and issue price as, and will be fungible with, the Original Fixed Rate Notes and the 2015 Additional Fixed Rate Notes for United States federal income tax purposes. Pre-Issuance Accrued Interest A portion of your purchase price for the Notes will be attributable to interest accrued from December 1, 2015 ( pre-issuance accrued interest ). Pre-issuance accrued interest will be included in the accrued interest to be paid on the Notes on the first interest payment date after the issuance of the Notes. For United States federal income tax purposes, we will treat the Notes as having been purchased for a price that does not include any preissuance accrued interest. If the Notes are so treated, the portion of the first interest payment corresponding to the pre- issuance accrued interest will be deemed to be a non-taxable return of such pre-issuance accrued interest and, accordingly, will not includible in income. Payments of stated interest Subject to the foreign currency rules discussed below, the gross amount of stated interest on a Note (other than any pre-issuance accrued interest excluded from the purchase price of the Notes, as discussed above under Pre-Issuance Accrued Interest ) will generally be taxable to you as ordinary income at the time it is paid or accrued in accordance with your regular method of accounting for United States federal income tax purposes. In addition to stated interest on the Notes (without deduction for any foreign tax withheld from the stated interest payments you receive), you will be required to include in income any Additional Amounts paid in respect of any such foreign tax withheld. You may be entitled to deduct or credit any foreign tax withheld, subject to certain limitations (including that the election to deduct or credit foreign taxes applies to all of your applicable foreign taxes for a particular tax year). Stated interest income (including any Additional Amounts) generally will be considered foreign source income and, for purposes of the United States foreign tax credit, generally will be considered passive category income or, in the case of certain U.S. holders, general category income. You will generally be denied a foreign tax credit for foreign taxes imposed with respect to the Notes where you do not meet a minimum holding period requirement during which you are not protected from risk of loss. The rules governing the foreign tax credit are complex. You are urged to consult your tax advisors regarding the availability of the foreign tax credit under your particular circumstances. If you use the cash basis method of accounting for United States federal income tax purposes, you will be required to include in income (as ordinary income) the United States dollar value of the euro stated interest payment, determined by translating the euro received at the spot rate in effect on the date such payment is received regardless of whether the payment is in fact converted into United States dollars. You will not recognize foreign currency exchange gain or loss with respect to the receipt of such payment, but may recognize exchange gain or loss attributable to the actual disposition of the euros so received. If you use the accrual method of accounting for United States federal income tax purposes, you may determine the amount of income recognized with respect to the euro stated interest payment in accordance with either of two methods. Under the first method, you will be required to include in income (as ordinary income) for each taxable year the United States dollar value of the euro denominated stated interest that has accrued during such year, determined by translating such stated interest into United States dollars at the average spot rate of exchange for the period or periods (or portions thereof) in such taxable year during which such stated interest 265

286 accrued. Under the second method, you may elect to translate stated interest income into United States dollars at the spot rate on: the last day of the accrual period, the last day of the taxable year for any portion of any accrual period ending on the last day of such taxable year, or the date the stated interest payment is received if such date is within five business days of the end of the accrual period. This election will apply to all debt obligations you hold from year to year and cannot be changed without the consent of the United States Internal Revenue Service ( IRS ). You should consult your own tax advisor as to the advisability of making the above election. In addition, upon receipt of a stated interest payment on a Note (including, upon the sale or other taxable disposition of a Note, the receipt of amounts attributable to accrued but unpaid stated interest previously included in income), if you are a U.S. holder using the accrual method you will recognize foreign currency exchange gain or loss in an amount equal to the difference, if any, between the United States dollar value of such payment (determined by translating the euro received at the spot rate on the date such payment is received) and the United States dollar value of the stated interest income you previously included in income with respect to such payment, regardless of whether the payment is in fact converted into United States dollars at such time. Any such foreign currency exchange gain or loss generally will be treated, for United States foreign tax credit purposes, as United States source ordinary income or loss, and generally will not be treated as an adjustment to interest income or expense. Original issue discount The Original Fixed Rate Notes were issued with an issue price of % and therefore were issued with OID for United States federal income tax purposes in an amount equal to the difference between the stated principal amount of the Original Fixed Rate Notes and such issue price. Because the Notes will be part of the same issue as the Original Fixed Rate Notes for United States federal income tax purposes, the Notes will also be treated as issued with OID. Subject to the discussion below under Acquisition Premium, Amortizable Bond Premium you generally must include the OID in income (as ordinary income) as it accrues using the constant yield method described in the following paragraphs, in advance of the receipt of cash payments attributable to such OID, regardless of your regular method of accounting for United States federal income tax purposes. Subject to the foreign currency rules discussed below, the amount of OID that you must include in income is the sum of the daily portions of OID with respect to the Note for each day during the taxable year or portion of the taxable year in which you held that Note ( accrued OID ). The daily portion is determined by allocating to each day in any accrual period a pro rata portion of the OID allocable to that accrual period. The accrual period for a Note may be of any length and may vary in length over the term of the Note, provided that each accrual period is no longer than one year and each scheduled payment of principal or stated interest occurs on the first day or the final day of an accrual period. The amount of OID allocable to any accrual period other than the final accrual period is an amount equal to the excess, if any, of: the Note s adjusted issue price at the beginning of the accrual period multiplied by its yield to maturity, determined on the basis of compounding at the close of each accrual period and properly adjusted for the length of the accrual period, over the aggregate of all stated interest allocable to the accrual period. OID allocable to a final accrual period is the difference between the amount payable at maturity, other than a payment of stated interest, and the adjusted issue price at the beginning of the final accrual period. Special rules will apply for calculating OID for an initial short accrual period. The adjusted issue price of a Note at the beginning of any accrual period is equal to its issue price increased by the accrued OID for each prior accrual period, determined without regard to the amortization of any acquisition premium or bond 266

287 premium as discussed below. Under these rules, you will have to include in income increasingly greater amounts of OID in successive accrual periods. OID will be determined for any accrual period in euro and then translated into United States dollars in the same manner as stated interest income accrued by a holder on the accrual basis, as described above. You will recognize exchange gain or loss when OID is paid (including, upon the sale or other taxable disposition of a Note, the receipt of amounts attributable to OID previously included in income) to the extent of the difference between the United States dollar value of such payment (determined by translating the euro received at the spot rate on the date such payment is received) and the United States dollar value of the accrued OID (determined in the same manner as for accrued interest). Exchange gain or loss generally will be treated as United States source ordinary income or loss and generally will not be treated as an adjustment to interest income or expense. The rules governing OID are complex. You are urged to consult your own tax advisors regarding the application of these rules in light of your particular circumstances. Acquisition Premium, Amortizable Bond Premium If your initial purchase price for a Note (excluding any amount attributable to pre-issuance accrued interest that is excluded from the purchase price of a Note as discussed above under Pre-Issuance Accrued Interest ) is greater than its adjusted issue price but equal to or less than its stated principal amount, you will be considered to have purchased that Note at an acquisition premium. Under the acquisition premium rules, the amount of OID that you must include in income with respect to the Note for any taxable year will be reduced by the portion of the acquisition premium properly allocable to that year. The Notes may be issued with bond premium equal to the amount by which their initial purchase price (excluding any amount attributable to pre-issuance accrued interest that is excluded from the purchase price of a Note as discussed above under Pre-Issuance Accrued Interest ) exceeds their stated principal amount. If the Notes are issued with bond premium, even though the Notes are treated as having OID (as a result of being treated as issued in a qualified reopening of the Original Fixed Rate Notes, as discussed above under Qualified Reopening ), you will not be required to include any OID in income. You generally may elect to amortize the bond premium over the remaining term of the Notes on a constant yield method as an offset to interest when includible in income under your regular accounting method for United States federal income tax purposes. However, because the Notes may be redeemed by the Issuer prior to maturity at a premium, special rules apply that may reduce or eliminate the amount of bond premium that you may amortize with respect to the Notes. If you make the election to amortize bond premium, you will be required to reduce your adjusted tax basis in the Notes by the amount of the bond premium amortized. If you do not elect to amortize the bond premium, that bond premium will decrease the gain or increase the loss you would otherwise recognize on disposition of the Notes. An election to amortize bond premium on a constant yield method will also apply to all other taxable debt instruments held or subsequently acquired by you on or after the first day of the first taxable year for which the election is made. Such an election may not be revoked without the consent of the IRS. You should consult your own tax advisors about this election. Bond premium will be determined in euro with respect to any Notes, and any amortized bond premium will reduce interest income in euro for the relevant period. On each interest payment date on which any amortizable bond premium offsets interest, you will recognize exchange gain or loss with respect to such amortized bond premium, based on the difference between the spot rate on the date such interest is received and the spot rate on the date on which you acquired the Note. Sale, exchange, redemption, retirement and other taxable disposition of Notes Upon the sale, exchange, redemption, retirement or other taxable disposition of a Note, you generally will recognize gain or loss equal to the difference, if any, between the amount realized upon the sale, exchange, redemption, retirement or other taxable disposition (less an amount equal to any accrued but unpaid stated interest, which will be taxable as interest income to the extent not previously included in income, except for preissuance accrued interest which will be subject to tax in the manner described above in Pre-Issuance Accrued Interest ) and your adjusted tax basis in the Note. Your adjusted tax basis in a Note generally will be your United States dollar cost for that Note (less any amount attributable to pre-issuance accrued interest that is excluded from the purchase price of a Note as discussed above under Pre-Issuance Accrued Interest ), increased by any OID previously included in income, and reduced by any amortized bond premium. If you purchased your Note with euro, your cost generally will be the United States dollar value of the euro paid for 267

288 such Note determined at the spot rate on the date of such purchase. If your Note is sold, exchanged, redeemed, retired or otherwise disposed of in a taxable transaction for euro, the amount realized generally will be the United States dollar value of the euro received based on the spot rate in effect on the date of sale, exchange, redemption, retirement or other taxable disposition. If, however, you are a cash method taxpayer and the Notes are traded on an established securities market for United States federal income tax purposes, euro paid or received will be translated into United States dollars at the spot rate on the settlement date of the purchase or sale. An accrual method taxpayer may elect the same treatment with respect to the purchase and sale of Notes traded on an established securities market, provided that the election is applied consistently to all debt instruments held by such U.S. holder from year to year. Such election cannot be changed without the consent of the IRS. Subject to the foreign currency rules discussed below, your gain or loss will generally be capital gain or loss and will be long-term capital gain or loss if at the time of sale, exchange, redemption, retirement or other taxable disposition, you have held the Note for more than one year. Capital gains of non-corporate U.S. holders, including individuals, derived with respect to capital assets held for more than one year are eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations. Any gain or loss realized by you on the sale, exchange, redemption, retirement or other taxable disposition of a Note would generally be treated as United States source gain or loss. A portion of any gain or loss with respect to the principal amount of a Note may be treated as exchange gain or loss. Any exchange gain or loss generally will be treated as ordinary income or loss and generally will be United States source gain or loss for United States foreign tax credit purposes. For these purposes, the principal amount of the Note is your purchase price for the Note calculated in euro on the date of purchase, and the amount of exchange gain or loss recognized is equal to the difference, if any, between (i) the United States dollar value of the principal amount determined at the spot rate on the date of the sale, exchange, redemption, retirement or other taxable disposition of the Note and (ii) the United States dollar value of the principal amount determined at the spot rate on the date you purchased the Note (or, possibly, in the case of cash basis or electing accrual basis taxpayers, the settlement dates of such purchase and taxable disposition, if the Note is treated as traded on an established securities market for United States federal income tax purposes). The amount of exchange gain or loss will be limited to the amount of overall gain or loss realized on the disposition of the Note. Exchange gain or loss with respect to euro Your tax basis in the euro received as interest on a Note or on the sale, exchange, redemption, retirement or other taxable disposition of a Note will be the United States dollar value thereof at the spot rate in effect on the date the euro are received. Any gain or loss recognized by you on a sale, exchange or other taxable disposition of the euro will be ordinary income or loss and generally will be United States source gain or loss for United States foreign tax credit purposes. Reportable transactions Treasury Regulations meant to require the reporting of certain tax shelter transactions could be interpreted to cover transactions generally not regarded as tax shelters, including certain foreign currency transactions. Under the applicable Treasury Regulations, certain transactions are required to be reported to the IRS including, in certain circumstances, a sale, exchange, redemption, retirement or other taxable disposition of a Note, or euro received in respect of a Note, to the extent that such sale, exchange, redemption, retirement or other taxable disposition results in a tax loss in excess of a threshold amount. You should consult your own tax advisor to determine the tax return obligations, if any, with respect to an investment in the Notes, including any requirement to file IRS Form 8886 (Reportable Transaction Disclosure Statement) as part of your United States federal income tax return. Backup withholding and information reporting Generally, information reporting requirements will apply to all payments of principal and interest on a Note, accruals of OID and the proceeds from a sale, exchange, redemption, retirement or other disposition of a Note, unless you are an exempt recipient (such as a corporation). Additionally, if you fail to provide your taxpayer identification number, or to certify that you are not subject to backup withholding, you may be subject to backup withholding with respect to the foregoing amounts. 268

289 Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against your United States federal income tax liability provided the required information is timely furnished to the IRS. You are urged to consult your own tax advisors regarding backup withholding and information reporting requirements relating to your ownership and disposition of the Notes. Foreign Financial Asset Reporting Certain U.S. holders are required to report information relating to an interest in the Notes, subject to certain exceptions (including an exception for Notes held in accounts maintained by United States financial institutions), by attaching a complete IRS form 8938, Statement of Specified Foreign Financial Assets, with their tax return for each year in which they hold an interest in the Notes. You are urged to consult your own tax advisors regarding information reporting requirements relating to your ownership of the Notes, including significant penalties for non-compliance. Certain United Kingdom taxation considerations The comments below are intended only as a general guide to current United Kingdom withholding tax law and HMRC practice (which may not be binding on HMRC) in relation to payments of principal and interest in respect of the Notes, which may be subject to change, sometimes with retrospective effect, and are not intended to be exhaustive. They do not necessarily apply where the income is deemed for tax purposes to be the income of any other person. They relate only to the position of persons who are the absolute beneficial owners of their Notes and any interest payable on their Notes. In particular, they only relate to persons holding the Notes as an investment. Certain classes of persons such as dealers, certain professional investors, or persons connected with the Issuer may be subject to special rules and this summary does not apply to such holders of the Notes. This summary is a general guide for information purposes and should be treated with appropriate caution. It does not purport to be a complete analysis or listing of all the potential United Kingdom tax consequences of acquiring, holding or disposing of Notes and is not intended to be, nor should it be considered legal or tax advice. Any holders of Notes who are in doubt as to their own tax position, or who may be subject to tax in a jurisdiction other than the United Kingdom, should consult their professional tax advisers. Withholding or deduction of tax on payments of interest by the Issuer or under the Guarantee Payments of interest by the Issuer If and while the Notes continue to be quoted Eurobonds, being interest- bearing securities issued by a company and listed on a recognized stock exchange within the meaning of Section 1005 of the Income Tax Act 2007, payments of interest by the Issuer may be made without withholding or deduction for or on account of United Kingdom income tax. The Irish Stock Exchange is a recognized stock exchange for these purposes. Notes will be treated for these purposes as listed on the Global Exchange market where they are both admitted to trading on the Official List of the Global Exchange Market and are officially listed in Ireland in accordance with provisions corresponding to those generally applicable in countries in the EEA. If the Notes cease to be so listed, interest will generally be paid by the Issuer under deduction of United Kingdom income tax at the basic rate (currently 20%) unless (i) any other relief applies, or (ii) the Issuer has received a direction to the contrary from HMRC in respect of such relief as may be available pursuant to the provisions of any applicable double taxation treaty. If interest were paid under deduction of United Kingdom income tax (e.g. if the Notes lost their listing), holders of Notes who are not resident in the United Kingdom may be able to recover all or part of the tax deducted if there is an appropriate provision in an applicable double taxation treaty. Payments under a Guarantee The United Kingdom withholding tax treatment of payments by a Guarantor under the terms of the Guarantee in respect of interest on the Notes (or other amounts due under the Notes other than the repayment of 269

290 amounts subscribed for the Notes) is uncertain. In particular, such payments by a Guarantor may not be eligible for the exemption in respect of securities listed on a recognized stock exchange described above in relation to payments of interest by the Issuer. Accordingly, if a Guarantor makes any such payments, these may be subject to United Kingdom withholding tax at the basic rate, subject to such relief as may be available following a direction by HMRC pursuant to the provisions of any applicable double taxation treaty, or to any other exemption which may apply. Exchange of information HMRC has powers to obtain information relating to securities in certain circumstances. This may include details of the beneficial owners of the Notes (or the persons for whom the Notes are held), details of the persons to whom payments derived from the Notes are or may be paid and information and documents in connection with transactions relating to the Notes. Information may be required to be provided by, amongst others, the holders of the Notes, persons by (or via) whom payments derived from the Notes are made or who receive (or would be entitled to receive) such payments, persons who effect or are a party to transactions relating to the Notes on behalf of others and certain registrars or administrators. In certain circumstances, the information obtained by HMRC may be provided to tax authorities in other countries. Taxation of disposal (including redemption) and return (including interest) Corporate holders of Notes Holders of the Notes within the charge to United Kingdom corporation tax (including non-resident holders of the Notes whose Notes are used, held or acquired for the purposes of a trade carried on in the United Kingdom through a permanent establishment) will be subject to United Kingdom tax as income on all profits and gains from the Notes broadly in accordance with their statutory accounting treatment. Such holders of the Notes will generally be charged in each accounting period by reference to interest and other amounts which, in accordance with generally accepted accounting practice, are recognized in determining the Noteholder s profit or loss for that period. Fluctuations in value relating to foreign exchange gains and losses in respect of the Notes will generally be brought into account as income. Other holders of Notes Taxation of interest Holders of the Notes who are either individuals or trustees and are resident for tax purposes in the United Kingdom or who carry on a trade, profession or vocation in the United Kingdom through a branch or agency to which the Notes are attributable will generally be liable to United Kingdom tax on the amount of any interest received in respect of the Notes. Taxation of disposal Dependent, among other things, on the discount (if any) at which the Notes are issued and the premium which is or may be payable upon redemption, the Notes may be deemed to constitute deeply discounted securities for the purposes of Chapter 8 of Part 4 of the Income Tax (Trading and Other Income) Act If the Notes are so categorized, any profit made on a disposal (including redemption) of a Note by an individual or trustee (i) who is resident for tax purposes in the United Kingdom or (ii) who is subject to United Kingdom income tax by virtue of carrying on a trade, profession or vocation in the United Kingdom through a branch or agency to which the Notes are attributable, will be taxed as income. If the Notes are not deemed to constitute deeply discounted securities, (i) if the Notes are qualifying corporate bonds within the meaning of Section 117 of the Taxation of Chargeable Gains Act 1992 ( Qualifying Corporate Bonds ), on a disposal of the Notes neither chargeable gains nor allowable losses should arise for the purposes of taxation of capital gains, however (ii) if the Notes are not Qualifying Corporate Bonds, a disposal of a Note by a holder of the Note resident for tax purposes in the United Kingdom or who carries on a trade in the United Kingdom through a branch or agency to which the Note is attributable may give rise to a chargeable gain or allowable loss for the purposes of taxation of capital gains. A transfer (within the meaning of Chapter 2 of Part 12 of the Income Tax Act 2007 (Accrued Income Profits and Losses)) of a Note by a holder of the Notes resident for tax purposes in the United Kingdom or who carries on a trade, profession or vocation in the United Kingdom through a branch or agency to which the Note is attributable may however give 270

291 rise to a charge to tax on income in respect of an amount representing interest on the Note which has accrued since the preceding interest payment date under the provisions of Chapter 2 of Part 12 of the Income Tax Act 2007 (Accrued Income Profits and Losses). Taxation of premium on early redemption It is possible that the Notes may be redeemed prior to maturity at a premium (including at the option of the Issuer). Payment of such premium may constitute a payment of interest. Payments of interest are subject to UK withholding tax and reporting requirements as outlined above. Stamp duty No United Kingdom stamp duty or stamp duty reserve tax is payable on the issue or transfer by delivery of a Note or on its redemption. Holders of Notes are advised to consult their own professional advisers if they require any advice or further information relating to deeply discounted securities. The Proposed Financial Transactions Tax ( FTT ) The European Commission has published a proposal for a Directive for a common FTT in Belgium, Germany, Estonia, Greece, Spain, France, Italy, Austria, Portugal, Slovenia and Slovakia (the participating Member States ). However, Estonia has since stated that it will not participate. The proposed FTT has very broad scope and could, if introduced in its current form, apply to certain dealings in the Notes (including secondary market transactions) in certain circumstances. Under current proposals the FTT could apply in certain circumstances to persons both within and outside of the participating Member States. Generally, it would apply to certain dealings in the Notes where at least one party is a financial institution and at least one party is established in (or treated as established in) a participating Member State. A party may be deemed to be established in a participating Member State in a broad range of circumstances, including (a) if its seat is there, (b) if it is acting via a branch in that Member State (as regards branch transactions), or (c) where the financial instrument which is the subject of the transaction is issued in a participating Member State. In addition to these cases, a financial institution may also be, or be deemed to be, established in a participating Member State in other circumstances, including (a) by transacting with a person established in a participating Member State or (b) if it is authorized in that Member State (as regards authorized transactions). However, the FTT proposal remains subject to negotiation between the participating Member States. It may therefore be altered prior to any implementation, the timing of which remains unclear. Additional EU Member States may decide to participate. Prospective holders of the notes are advised to seek their own professional advice in relation to the FTT. 271

292 CERTAIN ERISA CONSIDERATIONS The following is a summary of certain considerations associated with the purchase and holding of the Notes by (i) employee benefit plans that are subject to Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended ( ERISA ), (ii) plans, individual retirement accounts and other arrangements that are subject to the prohibited transaction provisions of Section 4975 of the U.S. Internal Revenue Code of 1986, as amended (the Code ) or provisions under any other federal, state, local, non-u.s. or other laws or regulations that are similar to such provisions of ERISA or the Code (collectively, Similar Laws ), and (iii) entities whose underlying assets are considered to include plan assets of any such plan, account or arrangement pursuant to ERISA or otherwise (each, a Plan ). ERISA and the Code impose certain requirements on persons who are fiduciaries of a Plan subject to Title I of ERISA or Section 4975 of the Code ( ERISA Plans ). Under ERISA and the Code, any person who exercises any discretionary authority or control over the administration of such an ERISA Plan or the management or disposition of the assets of such an ERISA Plan, or who renders investment advice for a fee or other compensation to such an ERISA Plan, is generally considered to be a fiduciary of the ERISA Plan. In considering an investment in the Notes of a portion of the assets of any Plan, a fiduciary should determine whether the investment is in accordance with the documents and instruments governing the Plan and the applicable provisions of ERISA, the Code or any Similar Law, including, but not limited to, the requirement of investment prudence and diversification, delegation of control and prohibited transaction provisions of ERISA, the Code any other applicable Similar Laws. Section 406 of ERISA and Section 4975 of the Code prohibit certain transactions involving the assets of an ERISA Plan and certain persons (referred to as parties in interest or disqualified persons ) having certain relationships to such ERISA Plans, unless a statutory or administrative exemption is applicable to the transaction. A party in interest or disqualified person who engaged in a non-exempt prohibited transaction may be subject to excise taxes and other penalties and liabilities under ERISA and/or the Code. In addition, fiduciaries of ERISA Plans that engaged in such a non-exempt prohibited transaction may be subject to penalties and liabilities under ERISA and/or the Code. A direct or indirect prohibited transaction within the meaning of Section 406 of ERISA and Section 4975 of the Code could arise if Notes are acquired or held by ERISA Plans to which the Issuer, a Guarantor, an Initial Purchaser or any of their respective affiliates, is a party in interest or disqualified person and such acquisition is not entitled to an applicable exemption. Each exemption contains conditions and limitations on its application. Fiduciaries of ERISA Plans considering acquiring and/or holding Notes in reliance on an exemption should carefully review the exemption to assure it is applicable. There can be no assurance that all of the conditions of any such exemptions will be satisfied. Plans which are non-u.s. plans, governmental plans and certain church plans, while not subject to the fiduciary responsibility provisions of Title I of ERISA or the prohibited transaction provisions of Section 406 of ERISA and Section 4975 of the Code, may nevertheless be subject to Similar Laws. Because of the foregoing, the Notes should not be acquired or held by any person investing plan assets of any Plan, unless such purchase and holding will not constitute a non-exempt prohibited transaction under Section 406 ERISA or Section 4975 of the Code or a similar violation of any applicable Similar Laws. Accordingly, by acceptance of a Note, each purchaser and subsequent transferee of a Note will be deemed to have represented and warranted that either (i) no portion of the assets used by such purchaser or transferee to acquire or hold the Notes constitutes assets of any Plan, or (ii) the purchase and holding of the Notes by such purchaser or transferee will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or similar violation under any applicable Similar Laws. The foregoing discussion of ERISA and the Code is general in nature and does not purport to be complete. Fiduciaries of Plans (and each fiduciary for non-u.s. plans, governmental plans and church plans subject to such Similar Law) should consult with their legal advisor concerning the potential consequences to plans under ERISA, the Code or Similar Law, as applicable, of an investment in the Notes. Each prospective investor will be required to give a deemed representation as to the purchase and holding of the Notes. See Transfer Restrictions. 272

293 LIMITATIONS ON VALIDITY AND ENFORCEABILITY OF THE NOTE GUARANTEES AND THE SECURITY INTERESTS AND CERTAIN INSOLVENCY LAW CONSIDERATIONS The following is a summary of certain limitations on the validity and enforceability of the Note Guarantees and the security interests being provided for the Notes, and a summary of certain insolvency law considerations in each of the jurisdictions in which the Issuer, AAG and the Guarantors are incorporated or organized. The description below is only a summary, and does not purport to be complete or to discuss all of the limitations or considerations that may affect the validity and enforceability of the Notes or the Note Guarantees or security interests being provided for the relevant series of Notes. Prospective investors in the Notes should consult their own legal advisors with respect to such limitations and considerations. European Union The Issuer and several of the Guarantors are incorporated and organized under the laws of the Member States of the European Union. Pursuant to Council Regulation (EC) no. 1346/2000 on insolvency proceedings, as amended (the EU Insolvency Regulation ), which applies within the European Union, other than Denmark (save in relation to certain credit institutions, insurance companies, investment undertakings and collective investment undertakings), the courts of the Member State in which a company s centre of main interests (as that term is used in Article 3(1) of the EU Insolvency Regulation) is situated have jurisdiction to open main insolvency proceedings. The determination of where a company has its centre of main interests is a question of fact on which the courts of the different Member States may have differing and even conflicting views. Although there is a presumption under Article 3(1) of the EU Insolvency Regulation that a company has its centre of main interests in the Member State in which it has its registered office in the absence of proof to the contrary, Preamble 13 of the EU Insolvency Regulation states that the centre of main interests of a debtor should correspond to the place where the debtor conducts the administration of its interests on a regular basis and is therefore ascertainable by third parties. The courts have taken into consideration a number of factors in determining the centre of main interests of a company, including in particular where board meetings are held, the location where the company conducts the majority of its business or has its head office and the perception of the company s creditors as regards where the center of the company s business operations is established. A company s centre of main interests may change from time to time but is determined for the purposes of deciding which courts have competent jurisdiction to open insolvency proceedings at the time of the filing of the insolvency petition or analogous document commencing the proceedings. Main insolvency proceedings in respect of the company under the EU Insolvency Regulation would be commenced in the jurisdiction where the centre of main interests of that company are located and accordingly a court in such jurisdiction would be entitled to commence the types of insolvency proceedings referred to in Annex A to the EU Insolvency Regulation. In some Member States it is possible for such insolvency proceedings to be opened without a formal court order. Insolvency proceedings opened in one Member State under the EU Insolvency Regulation are to be recognized in the other EU Member States (other than Denmark), although secondary proceedings may be opened in another Member State. If the centre of main interests of a company is in one Member State (other than Denmark) under Article 3(2) of the EU Insolvency Regulation and main proceedings have not been commenced in that Member State, the courts of another Member State (other than Denmark) have jurisdiction to open territorial insolvency proceedings against that company only if such company has an establishment in the territory of such other Member State. An establishment is defined to mean a place of operations where the company carries on nontransitory economic activity with human means and goods. The effects of those insolvency proceedings opened in that other Member State are restricted to the assets of the company situated in such other Member State. Where main proceedings in the Member State in which the company has its centre of main interests have not yet been opened, territorial insolvency proceedings can only be opened in another Member State where the company has an establishment where either: (a) insolvency proceedings cannot be opened in the Member State in which the company s centre of main interests is situated under that Member State s law; or (b) the territorial insolvency proceedings are opened at the request of a creditor that is domiciled, habitually resident or has its registered office in the other Member State or whose claim arises from the operation of the establishment. Where main proceedings have been opened in the Member State in which the company has its centre of main interests, any proceedings opened subsequently in another Member State in which the company has an 273

294 establishment (secondary proceedings) are limited to winding up proceedings listed in Annex B of the EU Insolvency Regulation. The effect of those secondary proceedings is restricted to the assets of the debtor situated in the territory of such other Member States. Irrespective of whether the insolvency proceedings are main or secondary insolvency proceedings, such proceedings will always, subject to certain exceptions, be governed by the lex fori concursus, i.e., the local insolvency law of the court that has assumed jurisdiction for the insolvency proceedings of the debtor. The courts of all Member States (other than Denmark) must recognize the judgment of the court opening main proceedings that will be given the same effect in the other Member States so long as no secondary proceedings have been opened there. The insolvency office holder appointed by a court in a Member State that has jurisdiction to open main proceedings (because the company s centre of main interests is there) may exercise the powers conferred on him by the law of that Member State in another Member State (such as to remove assets of the company from that other Member State), subject to certain limitations, so long as no insolvency proceedings have been opened in that other Member State or any preservation measure taken to the contrary further to a request to open insolvency proceedings in that other Member State where the company has assets. United Kingdom The Issuer and several of the Guarantors are companies incorporated under English law. Fixed and floating charges Fixed charge security has a number of advantages over floating charge security: (a) an administrator or liquidator appointed to the company that granted the floating charge can dispose of floating charge assets for cash or collect receivables charged by way of floating charge and use the proceeds and/or cash subject to a floating charge, to meet administration or liquidation expenses (which can include the costs of continuing to operate the charging company s business while in administration) in priority to the claims of the floating charge holder to the extent unsecured assets are insufficient to satisfy such claims; (b) a fixed charge, even if created after the date of a floating charge, may have priority as against the floating charge over the charged assets (provided the fixed charge holder had no notice of any restrictions); (c) until the floating charge security crystallizes, a company is entitled to deal with assets that are subject to floating charge security in the ordinary course of its business, meaning that such assets can be effectively disposed of by the charging company so as to give a third party good title to the assets free of the floating charge; (d) floating charge security may be subject to certain challenges under English insolvency law (see Challenges to guarantees and security below); and (e) floating charge security may be subject to the claims of preferential creditors (including, but not limited to, occupational pension scheme contributions and salaries owed to employees (subject to a cap per employee) and holiday pay owed to employees) and, where the floating charge is not a security financial collateral arrangement, to the claims of unsecured creditors in respect of a ring fenced amount, which must be paid out of floating charge realizations of the proceeds (see Moratoria and floating charges below). Under English law there is a possibility that a court could recharacterize as floating charges any security interests expressed to be created by a security document as fixed charges where the chargee does not have the requisite degree of control over the relevant chargor s ability to deal with the relevant assets and the proceeds thereof or does not exercise such control in practice, as the description given to the charges in the relevant security document as fixed charges is not determinative. Where the chargor is free to deal with the secured assets without the consent of the chargee, the court is likely to hold that the security interest in question constitutes a floating charge, notwithstanding that it may be described as a fixed charge. This is likely to be a particular risk in relation to any purported fixed charge security granted over receivables if the Security Agent does not have the requisite control over the English Obligor s ability to deal with the receivables and/or if such control is not exercised in practice. Moratoria and floating charges Under English insolvency law, English courts are empowered to order the appointment of an administrator in respect of a company with its center of main interests in England in certain circumstances. An administrator can also be appointed out of court by a company with its center of main interests in England, its directors or the holder of a qualifying floating charge and different procedures apply according to the identity of the appointer. During the administration, in general no proceedings or other legal process may be commenced or 274

295 continued against such company, or security enforced over such company s property, except with permission of the court or the consent of the administrator. This moratorium does not, however, apply to enforcement of a security interest under a security financial collateral arrangement (such as a charge over cash or financial instruments such as shares, bonds or tradable capital market debt instruments which meets the relevant requirements) under the Financial Collateral Arrangements (No. 2) Regulations 2003 (the Financial Collateral Arrangements Regulations ). During the administration of a company, a creditor would not be able to enforce any security interest (other than valid security financial collateral arrangements) without the consent of the administrator or the permission of the court and, while any principal debt or guarantee obligation owed to it would be accelerated or could be demanded if the relevant provisions of the finance documents so provide, no meaningful enforcement action could be taken in respect of any failure to pay. In addition, a secured creditor cannot appoint an administrative receiver while an administrator is in office although, in certain circumstances (principally where one of the exceptions to the general prohibition on the appointment of an administrative receiver applies as set out in the Insolvency Act 1986, or pursuant to a debenture dated earlier than September 15, 2003), the holder of a floating charge can block the appointment of an administrator where it can appoint an administrative receiver (and does so before an administrator is appointed). A moratorium is also available pursuant to Schedule A1 to the Insolvency Act 1986 for small companies that are proposing a company voluntary arrangement with creditors, which can be for a period of up to 28 days, with the option for creditors to extend this protection for up to a further two months (although the Secretary of State for Trade and Industry may, by order, extend or reduce the duration of either period). Small companies are those which meet eligibility criteria as regards the number of employees, turnover and balance sheet total as set out in Section 382 of the Companies Act The position as to whether or not a company is a small company may change from financial period to financial period, depending on its financial position and average number of employees during that particular period. The Secretary of State for Trade and Industry may, by regulations, also modify the qualifications for eligibility of a company for a moratorium and may also modify the present definition of a small company. Accordingly, the Issuer or a Guarantor may, at any given time, come within the ambit of the small companies provisions, such that this company may (subject to the exemptions referred to below) be eligible to seek a moratorium, in advance of a company voluntary arrangement. This moratorium is not available to companies which have entered into certain capital market arrangements (whereby the company has incurred or is expected to incur a debt of at least 10 million and the arrangement involves the issue of a capital market investment) as detailed in Schedule A1 to the Insolvency Act The definitions of capital market arrangement and capital market investment are broad and are such that, in general terms, any company which is a party to an arrangement which involves at least 10 million of debt, the granting of security to a trustee, and the issue of a rated, listed or traded debt instrument, is excluded from being eligible for a moratorium. The Secretary of State for Trade and Industry may modify the criteria by reference to which a company otherwise eligible for a moratorium is excluded from being so eligible. Further, a company voluntary arrangement itself cannot bind secured creditors without their permission. However, if the small companies moratorium were to apply to any of the Issuer or a Guarantor, its effects would include prohibitions on enforcement of security that are similar to those that arise upon an administration moratorium. Therefore, to the extent the small companies moratorium applies, there would be a moratorium on legal proceedings and execution or other legal process being commenced or continued and the levy of distress, against the company or its property (except with the permission of the court). No other steps could be taken to enforce any security over the company s property except with the permission of the court. The company could dispose of charged property if the holder of the security consents or the court gives permission. Further, the company could not make any payment or disposal of its own property unless there were reasonable grounds for believing that the disposal would benefit the company and the payment or disposal was approved by the committee (if established) or, where there is no such committee, by the nominee of the company voluntary arrangement. The Security Agent can appoint its choice of administrator by the out of court route or appoint an administrative receiver (if one of the relevant exceptions to the general prohibition applies, as discussed further below) if it is the holder of a qualifying floating charge (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986). The essential characteristics of a qualifying floating charge are that (a) the charge must state that the relevant statutory provision applies to it; (b) the charge must by its terms give the holder power to appoint an administrator (or make an appointment which would be the appointment of an administrative receiver) and (c) the charge (or that and other charges taken together) must relate to the whole or substantially the whole of the relevant company s property. Even if the Security Agent holds a qualifying floating charge, it can only appoint an administrative receiver if one of the exceptions to the general prohibition of appointing an administrative receiver applies. The most relevant exception to the prohibition on the appointment of an administrative receiver by the Security Agent is likely to be the ability of the Security Agent to appoint an administrative receiver under security forming part of a capital market arrangement (as defined in the 275

296 Insolvency Act 1986), which is the case if a party incurs debt of at least 50,000,000 during the life of the arrangement and the arrangement involves the issue of a capital markets investment (which is defined in the Insolvency Act 1986). If an administrative receiver can be and is appointed by the Security Agent (and an administrative receiver cannot be appointed if an administrator is already in office) the company or its directors will not be able to appoint an administrator by the out of court route and a court will only appoint an administrator if the charge under which the administrative receiver was appointed is successfully challenged or the Security Agent agrees. An administrator, receiver (including administrative receiver) or liquidator of the company will be required to ring fence a certain percentage of the proceeds of enforcement of floating charge security for the benefit of unsecured creditors (after making full provision for preferential creditors and expenses). Under current law, this applies to 50% of the first 10,000 of net floating charge realizations and 20% of the remainder over 10,000, with a maximum aggregate cap of 600,000. The obligation on such insolvency officeholder to set aside the prescribed part for unsecured parties does not apply if the net floating charge realizations are less than 10,000 and the officeholder is of the view that the costs of making a distribution to unsecured parties would be disproportionate to the benefits. The prescribed part will apply to all floating charges created on or after September 15, Foreign currency claims Under English insolvency law, when submitting a claim (proving) in an insolvency, any debt of a company payable in a currency other than Pounds Sterling (such as euro in the case of the Notes) must be converted into Pounds Sterling at the official exchange rate prevailing at the date when the company went into liquidation or administration. This provision overrides any agreement between the parties. The official exchange rate for these purposes is the middle exchange rate on the London Foreign Exchange Market at close of business as published for the date in question or, if no such rate is published, such rate as the court determines. Accordingly, in the event that the Issuer or a Guarantor goes into liquidation or administration, holders of the Notes may be subject to exchange rate risk between the date that such company went into liquidation or administration and receipt of any amounts to which such holders of Notes may become entitled (by way of a distribution in the liquidation or administration). Challenges to guarantees and security There are circumstances under English insolvency law in which the granting by an English company of security and guarantees can be challenged. The following paragraphs discuss potential grounds for challenge that may apply to guarantees and security interests. Transaction at an undervalue Under English insolvency law (pursuant to Section 238 of the Insolvency Act 1986), a liquidator or an administrator of a company could apply to the court for an order to set aside a security interest (in certain cases) or a guarantee granted by the company (or give other relief) on the grounds that the creation of such security interest or guarantee constituted a transaction at an undervalue. The grant of a security interest or guarantee will only be a transaction at an undervalue if the transaction constitutes a gift or is made on terms that provide that the company receives no consideration or if the company receives consideration of significantly less than the value, in money or in money s worth, than the consideration given by such company. For a challenge to be made, the guarantee or security must be granted within a period of two years ending with the onset of insolvency (as defined in Section 240 of the Insolvency Act 1986). In addition the company must have been unable to pay its debts at the time that it granted the guarantee or security or became unable to pay its debts as a result. A company will be unable to pay its debts if a statutory demand for over 750 is served on the company and remains unsatisfied for three weeks or an execution on or other process issued on a judgment, decree or order of a court in favor of a creditor is returned unsatisfied in whole or in part or if it is proved to the court s satisfaction that the company is not able to pay its debts as they fall due or that the value of the company s assets is less than the amount of its liabilities (taking into account contingent and prospective liabilities). A court will not make an order in respect of a transaction at an undervalue if it is satisfied that the company entered into the transaction in good faith and for the purpose of carrying on its business and that, at the time it did so, there were reasonable grounds for believing the transaction would benefit the company. Subject to this, if the court determines that the transaction was a transaction at an undervalue the court can make such order 276

297 as it thinks fit to restore the position to what it would have been if the transaction had not been entered into (which could include reducing payments under the guarantees or setting aside any security interests granted or guarantees although there is protection for a third party that acquires an interest in property or benefits from the transaction and has acted in good faith and for value without notice of the relevant circumstances). In any challenge proceedings, it is for the administrator or liquidator to demonstrate that the company was unable to pay its debts unless a beneficiary of the transaction was a connected person (as defined in the Insolvency Act 1986), in which case there is a presumption that the company was unable to pay its debts and the connected person must demonstrate that the company was not unable to pay its debts at the time of the transaction. Preference Under English insolvency law (pursuant to Section 239 of the Insolvency Act 1986), a liquidator or administrator of a company could apply to the court for an order to set aside a security interest or a guarantee granted by such company (or give other relief) on the grounds such security interest or such guarantee constituted a preference. The grant of a security interest or guarantee is a preference if it has the effect of placing a creditor (or a surety or guarantor of the company) in a better position in the event of the company s insolvent liquidation than if the security interest or guarantee had not been granted. For a challenge to be made, the decision to prefer must be made within the period of six months ending with the onset of insolvency (as defined in Section 240 of the Insolvency Act 1986) if the beneficiary of the security interest or the guarantee is not a connected person or two years if the beneficiary is a connected person. In addition, the company must have been unable to pay its debts at the time it gave the preference or become unable to pay its debts as a result of giving the preference. A company s inability to pay its debts in this scenario has the same meaning as in the case of a transaction at an undervalue save that, in the case of a preference, there is no presumption of insolvency if the parties are connected. A court may not make an order in respect of a preference of a person unless it is satisfied that the company in deciding to give the preference was influenced by a desire to put that person in a better position in the event of insolvent liquidation. If the court determines that the transaction was a preference, the court can make such order as it thinks fit to restore the position to what it would have been if that preference had not been given (which could include reducing payments under the guarantees or setting aside the security interests or guarantees). There is protection for a third party that acquires an interest in property or benefits from the transaction and acted in good faith and for value without notice of the relevant circumstances. In any proceedings, it is for the administrator or liquidator to demonstrate that the company was unable to pay its debts and that the company was influenced by a desire to produce the preferential effect, unless the beneficiary of the transaction was a connected person, in which case there is a presumption that the company was influenced by a desire to produce the preferential effect and the connected person must demonstrate in such proceedings that there was no such influence. Transaction defrauding creditors Under English insolvency law, a liquidator or an administrator of a company, or a person who is a victim of or is capable of being prejudiced by the relevant transaction can apply to the court pursuant to Section 423 of the Insolvency Act 1986, for an order to set aside a security interest or guarantee granted by that company on the grounds the security interest or guarantee was a transaction defrauding creditors. A transaction will constitute a transaction defrauding creditors if it is a transaction at an undervalue (as outlined above) and the court is satisfied the substantial purpose of a party to the transaction was to put assets beyond the reach of actual or potential claimants against it or to prejudice the interest of such persons. If the court determines that the transaction was a transaction defrauding creditors, then it may make such order as it may deem fit to restore the position to what it was prior to the transaction or protect the victims of the transaction (including reducing payments under the guarantee or setting aside the security interest or guarantees) but there is protection for a third party that acquires an interest in property or that benefits from the transaction and acted in good faith and for value without notice of the relevant circumstances. Any victim of the transaction (with the permission of the court if the company is in liquidation or administration) may apply to court under this provision and not just liquidators or administrators. There is no time limit in the English insolvency legislation within which the company must enter insolvency proceedings and the relevant company does not need to have been unable to pay its debts at the time of the transaction although the usual limitation periods for bringing a claim under English law is 12 years (or, in the case of a claim for a sum of money, 6 years) from the date that the cause of action arose will apply. 277

298 Grant of floating charge Under English insolvency law, if an English company is unable to pay its debts at the time of (or as a result of) granting a floating charge then such floating charge can be avoided on the action of a liquidator or administrator if it was granted in the period of one year ending with the onset of insolvency (as defined in Section 245 of the Insolvency Act 1986). The floating charge, however, will not be invalidated to the extent of the value of the consideration provided for the creation of the charge in the form of money paid to, or goods or services supplied to, or any discharge or reduction of any debt of, the relevant English company at the same time as or after the creation of the floating charge plus interest payable on such amounts. Where the floating charge is granted to a connected person, the charge can be challenged if given within two years of the onset of insolvency and the prerequisite to challenge that the company is unable to pay its debts does not apply. However, if the floating charge qualifies as a security financial collateral arrangement under the Financial Collateral Arrangements Regulations, the floating charge will not be subject to challenge as described in this paragraph. France Insolvency We conduct a part of our business activity in France and, to the extent that the center of our main interests ( COMI ), within the meaning of EU Insolvency Regulation or, if not applicable, the main center of our interests within the meaning of article R of the French Commercial Code is deemed to be in France, we could be subject to French insolvency proceedings affecting creditors, including court-assisted proceedings (mandat ad hoc or conciliation proceedings) and court-administered proceedings (sauvegarde or sauvegarde accélérée or sauvegarde financière accélérée) ( safeguard or accelerated safeguard proceedings or accelerated financial safeguard proceedings ), judicial reorganization or judicial liquidation proceedings (redressement judiciaire or liquidation judiciaire). Similarly, Guarantors will be subject to French insolvency proceedings if their COMI (or main center of interests where applicable, as mentioned above) is deemed, by a French Court, to be in France. In general, French insolvency legislation favors the continuation of a business and the protection of employment over the payment of creditors and could limit your ability to enforce your rights under the Notes and/or the Guarantees granted by the Guarantors and corresponding security interests, in the context of French pre-insolvency and insolvency proceedings. The following is a general discussion of insolvency proceedings governed by French law for informational purposes only and does not address all the French legal considerations that may be relevant to Noteholders. Grace Periods In addition to the specific provisions of French insolvency law discussed below, you could, like any other creditors, be subject to Article et seq. of the French Civil Code (Code civil). Pursuant to these provisions, French courts may, in any civil or commercial proceedings involving the debtor, taking into account the debtor s financial position and the creditor s needs defer or otherwise reschedule over a maximum period of two years the payment dates of payment obligations and decide that any amounts, the payment date of which is thus deferred or rescheduled, will bear interest at a rate that is lower than the contractual rate (but not lower than the legal rate as published twice a year by order of the Ministry of Economy ) or that payments made shall first be allocated to repayment of principal. A court order made under Article of the French Civil Code will suspend any pending enforcement measures, and any contractual interest or penalty for late payment will not accrue or be due during the grace periods ordered by the relevant judge. A creditor cannot contract out of such grace periods. When the debtor benefits from the opening of conciliation proceedings, these provisions shall be read in combination with Article L of the French Commercial Code (see below). Warning Procedure (procédure d alerte) In order to anticipate a debtor s difficulties to the extent possible, French law provides for warning procedures. When there are elements which they believe put the company s existence as a going concern in jeopardy, the statutory auditors of a company must request the management to provide an explanation. Failing 278

299 satisfactory explanation or appropriate corrective measures, the auditors must request that a board of directors (or the equivalent body), and at the case may be at a later stage the shareholders meeting be convened. Depending on the answers provided to them (and the type of company), the auditors must inform the President of the relevant Commercial or Civil Court of the warning procedure. Shareholders representing at least 5% of the share capital and the workers committee (or in their absence the employees representatives) have similar rights. The President of the relevant Commercial or Civil Court can also himself summon the management to provide explanations on elements which the President of the relevant Commercial or Civil Court believes put the company s existence as a going concern in jeopardy (or when the company has not filed its annual financial statements within the statutory timeframe, despite his/her injunction). Cash Flow Insolvency Test Under French law, a company is considered to be cash flow insolvent (en état de cessation des paiements) when it is unable to pay its debts as they fall due with its available assets (taking into account available credit lines, existing debt rescheduling agreements and moratoria). The date of cash flow insolvency is generally deemed to be the date of the court ruling opening the insolvency proceedings, unless the court sets an earlier date, which may be carried back up to 18 months before the date of such opening ruling. Except for fraud, the date of cash flow insolvency may not be fixed at an earlier date than the date of the final court decision that approved an agreement (homologation) in the context of conciliation proceedings. The date of cash flow insolvency marks the beginning of the suspect period (see below). Court-assisted Proceedings A French company facing difficulties without being cash flow insolvent (or for less than 45 days in the case of conciliation proceedings) may request the opening of court-assisted proceedings (mandat ad hoc or conciliation), the aim of which is to reach an agreement with the debtor s main creditors and stakeholders e.g. agreement to reduce or reschedule its indebtedness. These proceedings may only be initiated by the debtor company itself, in its sole discretion. Mandat ad hoc and conciliation proceedings are informal and confidential (subject to the below) proceedings carried out under the aegis of a court-appointed officer (mandataire ad hoc or conciliateur, whose name can be suggested by the debtor itself) under the supervision of the President of the relevant court (usually the Commercial Court), which do not involve any stay of the claims nor pending proceedings. As a consequence, creditors are not barred from taking legal action against the company to recover their claims, but, in practice, they usually accept not to take any such legal action for the duration of the proceedings. In any event, the debtor retains the right to petition the relevant judge for grace periods, as set forth above and below. In conciliation proceedings, the decision would be taken after having heard the conciliator (Article L of the French Commercial Code). Mandat ad hoc and conciliation proceedings may also be used at the request of the debtor and after the opinion of the participating creditors has been sought to prepare the sale of all or part of the business of the debtor with a view to implement such sale (plan de cession) in subsequent court-administered proceedings. To ensure transparency, the Public Prosecutor must be consulted on any offer formalized in the context of such conciliation proceedings. Contractual provisions amending the terms of an ongoing contract, by decreasing the rights or increasing the obligations of the debtor solely by reason of the appointment of a mandataire ad hoc or the opening of conciliation proceedings, or any request made to this end are deemed null and void. Equally, contractual provisions that would, as the sole result of the opening of a mandat ad hoc proceedings or the opening of conciliation proceedings, make the debtor bear the fees of the creditor s counsel relating to such proceedings for the portion that would exceed three quarters of the total fee of the relevant counsel are deemed null and void. 279

300 Mandat ad hoc Proceedings French law does not provide for any specific rule in respect of mandat ad hoc proceedings. In practice, mandat ad hoc proceedings are used by debtors that are facing difficulties of an economic or financial nature but are not cash-flow insolvent (en état de cessation de paiements). Such proceedings are confidential (save for their disclosure to statutory auditors if any) and are not limited in time. The agreement reached by the parties (if any) with the help of the court-appointed officer (mandataire ad hoc, whose name can be suggested by the debtor) can be reported by the latter to the President of the court but is not sanctioned by the court. The restructuring agreement between the company and its main creditors will be negotiated on a purely consensual and voluntary basis; those creditors not willing to take part cannot be bound by the arrangement. The mandataire ad hoc is appointed in order to facilitate negotiations with creditors but cannot coerce the latter into accepting any proposal. Conciliation Proceedings Conciliation proceedings are available to debtors that face current or foreseeable difficulties of a legal, economic or financial nature but which have not been cash-flow insolvent for more than 45 days. The debtor petitions the President of the relevant Court for the appointment of a conciliator (whose name the debtor can suggest) in charge of assisting the debtor in negotiating with all or part of its creditors and/or trade partners an agreement, that puts an end to its difficulties, providing e.g. for the restructuring of its indebtedness. Conciliation proceedings are confidential (subject to the below) and may last up to five months. During the proceedings, no general stay is imposed on creditors which may continue to sue individually for payment of their claims but (i) in practice creditors accept not to do so for the duration of Conciliation Proceedings and (ii) the debtor retains the right to petition the President of the Court who opened Conciliation Proceedings for grace periods as set forth above, in which case the decision would be taken after having heard the conciliator. The restructuring agreement reached by the parties becomes binding upon them only and the creditors party thereto may not take action against the company in respect of claims governed by the agreement. The agreement can be either: upon all parties request, acknowledged (constaté) by the President of the relevant Court, which gives the agreement the legal force of a final judgment, which means that it constitutes a judicial title that can be enforced by the parties without further recourse to a judge (force exécutoire). However, it ensures the confidentiality of the proceedings; or upon the debtor s request, sanctioned (homologué) by the Court if (i) the debtor is not cash flow insolvent or the restructuring agreement has the effect of putting an end to the debtor s cash-flow insolvency, (ii) the rescheduling agreement effectively ensures that the company will survive as a going concern and (iii) the agreement does not impair the rights of the non-signatory creditors. The sanctioning judgment does not make public the terms of the agreement (save for the information of the works council or the employees representatives, if any, on the content of the agreement) but discloses the existence of the proceedings and the guarantees and priorities (privilèges) as well as the amount of new money granted to the creditors (see below). Sanction by the court entails several consequences in addition to giving the agreement the legal force of a final judgment, including: (i) new money privilege, if any, i.e., priority of payment over all pre-petition and post-petition claims (except in regard to certain pre-petition employment claims and post-petition procedural costs) in the event of subsequent safeguard proceedings, accelerated safeguard proceedings, accelerated financial safeguard proceedings, judicial reorganization or liquidation proceedings, granted in favor of creditors who provide new money, goods or services designed to ensure the continuation of the business of the distressed company (other than shareholders providing new equity in the context of a capital increase); (ii) in the event of subsequent safeguard proceedings, accelerated safeguard proceedings, accelerated financial safeguard proceedings, judicial reorganization or judicial liquidation proceedings, the payment date of claims benefiting from the new money privilege may not be rescheduled or written off without their holders consent; and (iii) in the event of subsequent judicial reorganization proceedings or judicial liquidation proceedings, the date of cash flow insolvency (date de cessation des paiements), and therefore the commencement date of the Suspect Period, see below, cannot be set by the courts at a date earlier than the date on which the sanction of the agreement has become final, except in case of fraud. 280

301 While the agreement (whether acknowledged or sanctioned) is being implemented, by law (i) any individual proceedings by creditors with respect to the claims included in the agreement are suspended, (ii) accrued interests of the claims governed by the restructuring agreement cannot bear themselves interests (notwithstanding Article 1154 of the French Civil Code) and (iii) the debtor retains the right to petition the President of the Court who opened conciliation proceedings for debt rescheduling (pursuant to Article of the French Civil Code mentioned above) in relation to claims of non-consenting creditors (other than public creditors) who were called to the conciliation, in which case the decision would be taken after having heard the conciliator appointed to supervise the implementation of the restructuring agreement, if the conciliator has been appointed in such capacity (mandataire à l exécution de l accord), and taking into account the actual implementation of the restructuring agreement by the debtor. A third party having granted a guarantee (sûreté personnelle) or a security interest (sûreté réelle) can benefit from the grace periods granted to the debtor during conciliation proceedings as well as from the provisions of the acknowledged or sanctioned agreement (Article L of the French Commercial Code). In the event of a breach of the agreement, any party to the agreement can petition the court for its termination. The commencement of subsequent insolvency proceedings will automatically put an end to the conciliation agreement, in which case the creditors will recover their claims and security interests, to the exception of those amounts already paid to them. In any event, the debtor retains the right to petition for debt rescheduling pursuant to Article of the French Civil Code mentioned above. Finally conciliation proceedings, in the context of which a draft plan has been negotiated and is supported by a large majority of creditors which is likely to meet the thresholds required for creditors consent in safeguard, will be a mandatory preliminary step of the accelerated safeguard proceedings or accelerated financial safeguard proceedings as described below. Court-administered Pre-Insolvency and Insolvency Proceedings Safeguard, Accelerated Safeguard Proceedings, Accelerated Financial Safeguard Proceedings, Judicial Reorganization and Judicial Liquidation Proceedings Court-administered insolvency proceedings may be initiated: Opening in the event of safeguard proceedings, upon petition by the debtor only (for accelerated safeguard proceedings, accelerated financial safeguard proceedings, as described below); and in the event of judicial reorganization or judicial liquidation, upon petition by the debtor, any creditor or the Public Prosecutor. The debtor may file for safeguard, accelerated safeguard or accelerated financial safeguard proceedings at any time it is facing difficulties that it cannot overcome. Regular safeguard proceedings can only be opened, if the debtor is not cash-flow insolvent (en état de cessation des paiements) whereas accelerated safeguard proceedings or accelerated financial safeguard proceedings may be opened as long as it was not cash-flow insolvent for more than 45 days when it initially requested the opening of conciliation proceedings. It is required to petition for the opening of judicial reorganization proceedings (if recovery is possible) or judicial liquidation proceedings (if recovery is manifestly not possible) within 45 days of the date upon which the cash-flow insolvency (date de cessation des paiements) occurred. If it fails to do so (or if it fails to file for conciliation alternatively), its directors and officers are subject to civil liability. Creditors of the company do not attend the hearing before the court at which the opening of safeguard, accelerated safeguard or accelerated financial safeguard proceedings is requested. The same applies for the hearing before the court at which the opening of reorganization or liquidation proceedings is requested, save for the creditor having requested it, as the case may be. Observation Period Judicial Bodies The period from the date of the court decision commencing the proceedings (whether a safeguard or a judicial reorganization) to the date on which the court takes a decision on the outcome of the proceedings is called the observation period and may last up to 18 months. During the observation period, a court-appointed administrator, whose name can be suggested by the debtor (or the Public Prosecutor) in safeguard proceedings, investigates the business of the company. In safeguard proceedings, the administrator s mission is limited to 281

302 either supervising or assisting the debtor s management and assisting it in preparing a safeguard plan for the company. In judicial reorganization proceedings, the administrator s mission is usually to assist the management and to make proposals for the reorganization of the company, which may include a business continuation plan (equivalent to a safeguard plan) and/or the sale of all or part of the company s business to a third party. In judicial reorganization, the court may also decide that the administrator will manage the company alone by replacing the debtor s management whereas judicial liquidation proceedings entail the relief of the debtor s management. There is no observation period in the case of judicial liquidation proceedings being opened against the debtor. End of Proceedings At the end of the observation period, if the Court considers that the company can survive as a going concern, it will adopt a safeguard or reorganization plan which will entail a restructuring and/or rescheduling of debts and may entail the divestiture of some or all of the debtor s assets and businesses (a sale of the entire business is not possible in a safeguard plan). At any time during safeguard proceedings, the court may convert such proceedings into judicial reorganization proceedings (i) at the debtor s request, or upon request of the administrator, the creditors representative or the Public Prosecutor, if the debtor appears to have been insolvent (en état de cessation des paiements) before the opening of the proceedings, or (ii) upon its own initiative or upon request of the judicial administrator, the creditors representative or the Public Prosecutor in the case where the debtor is cash-flow insolvent or (iii) at the debtors request, or upon request of the administrator, the creditors representative or the Public Prosecutor in case no plan has been adopted by the relevant creditors committee and, if any, bondholders assembly (as described below),-if the approval of a safeguard plan is manifestly impossible and if the company would shortly become insolvent should safeguard proceedings be closed. At any time during safeguard or reorganization proceedings, the court may also convert such proceedings into liquidation proceedings if the debtor is cash flow insolvent and its recovery is manifestly impossible. The outcome of these proceedings which is decided by court without of vote of the creditors, may be a sale of the business through a disposal plan and/or isolated sales of the debtor s assets in order to discharge the debtor s liabilities. In case a sale of the business is considered, the court can authorize a temporary continuation of the business for a maximum period of three months (renewable once for a period of three months at the Public Prosecutor s request), whose effects are similar to an observation period. Creditors Committees and Adoption of the Safeguard or Reorganization Plan During the observation period, in the case of large companies (whose accounts are certified by a statutory auditor or established by a chartered-accountant, and with more than 150 employees or turnover greater than 20 million) or where authorized by the supervising judge for smaller companies, two creditors committees have to be established respectively: one committee for credit institutions and other assimilated financial institutions for the purpose of this provision, having a claim against the debtor (or the asignees of such claim or of a claim acquired from a supplier); and one committee for suppliers having a claim that represents more than 3% of the total amount of the claims of all the debtor s suppliers). To be eligible to vote, suppliers must have their claims set forth in the list provided by the debtor to the judicial administrator as certified by the debtor s statutory auditor (or, in their absence, its accountant). If there are any outstanding debt securities in the form of obligations (such as bonds or notes), a general meeting gathering all holders of such debt securities will be established whether or not there are different issuances and no matter what the applicable law of those obligations is (the bondholders general assembly ). The Notes constitute obligations for the purposes of a safeguard or reorganization proceedings. As a general matter, only the legal owner of the debt claim will be invited onto the committee. Accordingly, a person holding only an economic interest therein will not itself be a member of the committee. It is unclear whether the Security Agent as creditor of the Parallel Debt under the Intercreditor Agreement and/or the holders of the notes directly would vote in the creditor s committee. 282

303 These two committees will be consulted on the safeguard or reorganization plan and the bondholders general assembly, if any, will be consulted on the plan voted by the committees. The debtor s management, together with the judicial administrator, is in charge of drafting the plan which will be voted by the committee(s) and the bondholders assembly as the case may be. Additionally, each member of the credit institution s committee and each member of the trade creditors committee may also propose an alternative safeguard or reorganization plan. It should be noted that bondholders may not. Each such plan will have to obtain the support of all committees and bondholders assembly (as described below). A safeguard or reorganization plan may notably include debt rescheduling and debt write-offs as well as debt-to-equity swap. In that respect it should be noted that (i) if the plan provides for a share capital increase, the shareholders may subscribe to such share capital increase by way of a set-off with their claims against the debtor, as reduced as the case may be according to the provisions of the plan, (ii) the Court may decide to apply different quorum and majority rules than those provided in the debtor s by-laws where the plan provides for an amendment of such by-laws and (iii) if the plan provides for a share capital modification to the benefit of any third party undertaking to comply with the recovery plan, in judicial reorganization, in case the shareholders equity has not been restored, the judicial administrator may request the Court to appoint a trustee (mandataire de justice) to convene the shareholders meeting and to vote in place of the shareholders if they are refusing to vote to restore the shareholders equity. In addition, Law n dated 6 August 2015, entitled Macron Law, has introduced a new provision (Article L of the French Commercial Code) applicable to judicial reorganization proceedings opened as from August 7, 2015, in the cases where (i) a debtor (a) employs at least 150 employees or (b) is a dominant company (within the meaning of article L of the French Labour Code) of one or more companies with at least 150 employees in aggregate, (ii) the disappearance of such debtor is likely to cause serious disturbance to the national or local economy and to local employment, and (iii) a share capital modification appears after review of total or partial transfer plan solutions the only credible solution to avoid such a disturbance and to allow the debtor s business activities to continue. In summary, if, in such event, a reorganization plan provides for a modification of the share capital in favor of one or more person(s) who undertake to implement the plan and the existing shareholders refuse to vote such share capital modification, the court may, under certain procedural and substantial conditions (e.g., the payment to the evicted shareholders of an amount corresponding to the value of their shares, as determined by a court appointed expert if no agreement as to such value is reached among the parties) and upon request of the court-appointed administrator or the Public Prosecutor, either (a) appoint a trustee (mandataire) to vote in favor of a share capital increase in lieu of the dissenting shareholders up to the amount provided for in the plan or (b) order, in favor of the person(s) who have undertaken to implement the plan, the transfer of all or part of the shares owned by the dissenting shareholders who own (directly or indirectly) a majority of voting rights (including pursuant to any arrangement to that effect with any other shareholder that is not contradictory to the debtor s interest) or hold a blocking minority in the company. Any approval clause is deemed null and void. The plan may provide for a different treatment of creditors if the differences in their situations so justify. The plan submitted to the creditors committees and the bondholders general assembly also takes into account intercreditor subordination agreements entered into prior to the opening of the proceedings. In particular, provisions regarding the calculation of the voting rights in committees must be disclosed to the administrator (see below). In the first instance, the plan must be approved by each of the two creditors committees. Each committee must announce whether its members approve or reject such plan within 20 to 30 days of its proposal by the debtor (this time period can be reduced or extended by the supervising judge, at the request of the debtor or the judicial administrator, but cannot be less than 15 days). Such approval requires the affirmative vote of creditors holding at least two-thirds of the amounts of the claims held by the members of such committee that participated in such vote. Following the approval of the plan by the two creditors committees, the plan will be submitted for approval to the bondholders general assembly. The approval of the plan at such meeting requires the affirmative vote of bondholders representing at least two-thirds of the principal amount of the obligations held by creditors who voted in the bondholders general assembly. In respect of voting rights in both committees and bondholders general assembly, each creditor member of a creditors committee and each bondholder must, if applicable, inform the judicial administrator of 283

304 the existence of any agreement relating to the exercise of its vote or providing for the full or partial payment of its claim by a third party, as well as of any subordination agreement. The judicial administrator shall then submit to the concerned creditor/bondholder a proposal for the computation of its voting rights in the relevant creditors committee/bondholders general assembly. In the event of a disagreement, the concerned creditor/bondholder or the judicial administrator may request that the matter be decided by the president of the commercial court in summary proceedings. Those creditors whose repayment terms are not affected by the draft plan, or for which the draft plan provides for full repayment in cash upon approval of the plan or admission of their claims, will not vote in the framework of the creditors committees and the bondholders general assembly as applicable, and may not be consulted by the creditors representative in the event where there are not members of a committee or where no such committees have been convened. Following approval by the creditors committees and the bondholders general assembly, and individual consultation of creditors who are not members of the creditors committees or, bondholders general assembly, the plan has to be approved (arrêté) by the court. In considering such approval, the court has to verify that the interests of all creditors are sufficiently protected. Once approved by the relevant court, the safeguard or reorganization plan accepted by the committees and the bondholders general assembly will be binding on all the members of the committees and all bondholders (including those who voted against the adoption of the plan), as well as those creditors outside such creditors committees/bondholders general assembly (it being noted that they can only be imposed uniform debt rescheduling by the court as detailed below). With respect to creditors who are not members of the creditors committees, or in the event that no creditors committees are established, or otherwise in the event any of the committees or the bondholders general assembly has not voted or refused to give its consent to the plan, within six months of the opening of the proceedings (period which may be extended by the court at the request of the judicial administrator, to the extent it does not exceed the duration of the observation period), the plan will not be approved by the court and a consultation of the creditors on an individual basis will take place. They will be asked whether they accept debt deferrals, write-offs and/or debt-for-equity swaps provided for in the draft plan. Where the consultation is in writing, the creditor is deemed to have accepted the debt rescheduling and/or write-offs proposal if he or she fails to respond within 30 days from the receipt of the creditors representative s letter. However, with respect to debt-to-equity swap proposals, the creditors representative must obtain the agreement of each individual creditor in writing. Those creditors whose repayment terms are not impacted by the draft plan or for whom a repayment in full in cash is provided upon sanctioning of the plan by the court or upon admission of their claims may not be consulted. The court has the right to impose uniform debt deferrals for a maximum period of ten years, (it being noted that debts whose maturity dates exceed the duration of the plan are not concerned and their maturity dates shall remain the same) but the court may not impose debt write-offs or debt-to-equity swaps. The first payment must be made within a year of judgment adopting the plan (in the third and subsequent years, the amount of each annual installment must be of at least 5% of the total amount of the admitted debt claims). Accelerated Safeguard Proceedings and Accelerated Financial Safeguard Proceedings A debtor in the course of conciliation proceedings may request commencement of accelerated safeguard or accelerated financial safeguard proceedings. The accelerated safeguard or accelerated financial safeguard proceedings have been designed to fast-track the regular safeguard proceedings relating to large companies. The regime applicable to accelerated safeguard or accelerated financial safeguard proceedings is roughly the regime applicable to the regular safeguard proceeding to the extent compatible with the accelerated timing in accelerated safeguard or accelerated financial safeguard proceedings, therefore some provisions relating in particular to ongoing contracts and restitution claims formed by owner benefiting from retention of title clauses are excluded by law. The accelerated financial safeguard proceedings relates only to debt owed to financial institutions and, as the case may be, bondholders (i.e., debts towards credit institutions that are eligible to the credit institutions committee and debts towards bondholders, which are eligible to the bondholders general assembly described above), which are subject to an automatic stay and dealt with under the safeguard plan. The company continues to trade normally while the proceedings is pending, thus reducing significantly the impact of an accelerated financial safeguard on operational companies. Other classes of creditors, such as trade creditors or suppliers, are not therefore affected by the proceedings. 284

305 The accelerated safeguard proceeding has effect against pre-insolvency creditors that have to file a proof of claim (see below) and co-contracting parties, trade creditors will be involved as a consequence in the accelerated safeguard proceedings, whereas accelerated financial safeguard proceeding only involves members of the credit institutions committee, as the case may be, and the bondholders general assembly, with no impact on suppliers or public creditors notably. To be eligible to accelerated safeguard or accelerated financial safeguard proceedings, the debtor must fulfill the following conditions: the debtor must not be cash-flow insolvent for more than 45 days when it initially requested the opening of conciliation; as is the case for regular safeguard proceedings, the debtor must face difficulties that it is not in a position to overcome; the debtor must be subject to ongoing conciliation proceedings when it files for the accelerated safeguard proceedings or accelerated financial safeguard; and in the context of conciliation proceedings, the debtor must have prepared a draft safeguard plan that aims to protect its operations in the long run and which is likely to be supported, within the group of those creditors who will be affected by the accelerated (or financial accelerated) safeguard proceedings, by a sufficiently large majority of them to allow a likely adoption of the plan by the relevant creditors committees (credit institutions committee only for the financial accelerated safeguard) and bondholders general assembly if any within the duration of the procedure i.e. 3 months for accelerated safeguard proceedings or a maximum of 2 months for accelerated financial safeguard proceedings; the debtor must (i) have its accounts certified by a statutory auditor or established by an accounting expert and have (x) more than twenty employees; or (y) have a turnover greater than 3 million excluding any applicable taxes; or (z) have total assets in its balance sheet greater than 1.5 million or (ii) establish consolidated financial statements in accordance with article L of the French Commercial Code; and the debtor must exceed the thresholds provided for to constitute creditors committee (see above) or the court shall have authorized such constitution in the opening decision. Where accelerated safeguard proceedings is opened, the creditors committees (only the credit institutions committee in accelerated financial safeguard proceedings and, as the case may be, the bondholders general assembly) and the bondholders general assembly are convened and are required to vote on the proposed accelerated safeguard plan within the minimum period of 15 days of delivery of the proposed plan (applicable in safeguard proceedings) or 8 days in accelerated financial safeguard proceedings. The plan is adopted following the same majority rules as in regular safeguard proceedings and it may notably provide for a debt rescheduling, and/or debt cancellation, and/or conversion of debt into equity (requiring the relevant shareholder consent). The total duration of the accelerated safeguard proceedings is three months, while the duration of the accelerated financial safeguard proceedings is one month, unless the court decides to extend it by one additional month. If no plan is adopted by the creditors committee(s) and, as the case may be, the bondholders general assembly at the relevant majority rules within such timeframe, the Court shall terminate the accelerated safeguard or accelerated financial safeguard proceedings and may not impose any uniform debt rescheduling. Status of Creditors During Safeguard, Judicial Reorganization or Judicial Liquidation Proceedings Contractual provisions pursuant to which the opening of the proceedings triggers the acceleration of the debt (for safeguard or judicial reorganization proceedings) or the termination or cancellation of an ongoing contract are not enforceable against the debtor, as well as, according to a decision of the French Supreme Court dated January 14, 2014, n , contractual provisions modifying the conditions of continuation of an ongoing contract, diminishing the rights or increasing the obligations of the debtor solely upon the 285

306 opening of reorganization proceedings (case law which is likely to be extended to safeguard, accelerated safeguard or accelerated financial safeguard proceedings). In any event, the court-appointed administrator can request the termination of ongoing contracts (contrats en cours) which it believes the debtor will not be able to continue to perform. The court-appointed administrator can, on the contrary, require that other parties to a contract continue to perform their obligations even though the debtor may have been in default, but on the condition that it fully performs its post-petition contractual obligations (in case of reorganization proceedings, any payment by the debtor during the observation period with respect to continued contracts shall be made immediately (paiement au comptant), unless the courtappointed administrator obtained extended payment deadlines from the contractual partner of the debtor). In any event, upon opening of the proceedings immediate payment of the unpaid amount of the share capital will be demanded from the shareholders. In addition, during the observation period: accrual of interest is suspended (except in respect of loans providing for a term of at least one year, or contracts providing for a payment that is differed by at least one year); and accrued interests of pre-insolvency claims cannot bear themselves interests (despite article 1154 of the French Civil Code); the debtor is prohibited from paying debts arising prior to the date of the court decision commencing the proceedings, subject to specified exceptions which essentially cover the set-off of related debts (compensation pourdettes connexes)and paymentsauthorized by the supervising judge (juge-commissaire) appointed by the Court to recover assets for which recovery is justified by the continued operation of the business. The debtor is also prohibited from paying debts incurred after the opening judgment of the proceedings if not incurred for the purposes of the proceedings or the observation period or in consideration of services rendered/ goods delivered to the debtor; and creditors may not initiate or pursue any individual legal action against the debtor (or, in safeguard or reorganization proceedings, against a guarantor of the debtor provided such guarantor is an individual) with respect to any claim arising prior to the court decision commencing the proceedings if the objective of such legal action is: to obtain an order for payment of a sum of money by the debtor to the creditor (however, the creditor may require that a court determine the amount due in order to file a proof of claim, as described below); to terminate a contract for nonpayment of pre-petition amounts owed to the creditor; or to enforce the creditor s rights against any assets of the debtor except where such asset- whether tangible or intangible, movable or immovable-is located in another Member State within the European Union, in which case the rights in rem of creditors thereon would not be affected by the insolvency proceedings, in accordance with the terms of Article 5 EU Insolvency Regulation. In addition, the rights of a creditor on the debtor s assets located outside France (and the EU) would only be affected by the French insolvency proceedings if they were to be recognized by the local courts where the assets at stake are located. In accelerated safeguard and accelerated financial safeguard proceedings, the above rules only apply to the creditors that are subject to the accelerated safeguard proceedings and the accelerated financial safeguard proceedings respectively (see above). As a general rule, creditors domiciled in France whose debts arose prior to the commencement of proceedings must file a claim (déclaration de créances) with the court appointed creditors representative within two months of the publication of the court decision in the Bulletin Officiel des annonces civiles et commerciales (by exception, the deadline starts upon receipt of an individual notification for those creditors whose claim arose out of a published contract or who benefit from a published security interest); this period is extended to four months for creditors domiciled outside France. Where the debtor has informed the creditors representative of the existence of claim and no proof of claim has been filed yet, such claim is deemed filed with 286

307 the creditors representative. Creditors are allowed to confirm a proof of claim made on their behalf until the judge rules on the admission of their claims. Creditors who have not submitted their claims during the relevant period, whose claims are not deemed filed with the creditors representative, save for a ratification by the creditor of a proof of claim made on its behalf, are, except with respect to limited exceptions, barred from receiving distributions made in connection with the proceedings. Employees are not subject to limitations and are preferential creditors under French law. In accelerated safeguard and accelerated financial safeguard proceedings, the debts held by creditors affected by the opening of the relevant proceedings that took part in the conciliation negotiation are listed by the debtor and certified by its statutory auditor (or, in its absence, its accountant) and are thus deemed to have been filed. Although such creditors can file proofs of claim pursuant to the regular process, they may also avail themselves of this simplified alternative and merely adjust the amounts of their claims as set forth on the list prepared by the debtor (within the two or four months time limit). Those creditors who did not take part in the conciliation proceedings (even though they would be party to the creditors committee or the bondholders general assembly) would have to file their proofs of claim within the aforementioned legal time limit. If the court adopts a safeguard plan, accelerated safeguard plan, accelerated financial safeguard plan or reorganization plan, claims of creditors included in the plan will be paid according to the terms of the plan. The court can also set a time period during which the assets that it deems to be essential to the continued business of the debtor may not be sold without its consent. If the court adopts a disposal plan (plan de cession) in judicial reorganization or judicial liquidation proceedings, the proceeds of the sale will be allocated for the repayment of the creditors according to the ranking of their claims. If the court decides to order the judicial liquidation of the debtor, the court will appoint a liquidator (usually the former creditors representative) in charge of liquidating the company, i.e. selling the assets of the company and settling the relevant debts in accordance with their ranking. However, in practice, where the sale of the business is considered, the court will usually appoint a judicial administrator to manage the company during the temporary continuation of the business operations (see above) and organize the sale of the business process. French insolvency law assigns priority to the payment of certain preferred creditors, including certain pre-opening employees claims, post-petition legal costs (essentially, fees of the officials appointed by the insolvency court), creditors who, as part of the sanctioned conciliation agreement, have provided new money or goods or services (the new money privilege ), certain pre-petition secured creditors in judicial liquidation proceedings only, post-petition creditors, the French State (taxes and social charges), other pre-petition secured creditors and pre-petition unsecured creditors. The Suspect Period in Judicial Reorganization and Judicial Liquidation Proceedings The cash-flow insolvency date is generally deemed to be the date on which the judicial reorganization or liquidation proceedings are commenced, but the court may declare that a debtor s insolvency date occurred up to 18 months prior to the commencement date of such proceedings. This marks the beginning of the suspect period (période suspecte). Certain transactions entered into by the debtor during the suspect period are automatically void or voidable by the court. Automatically void transactions include transactions or payments entered into during the suspect period that may constitute voluntary preferences for the benefit of some creditors to the detriment of other creditors. These include, notably, transfers of assets for no consideration, contracts under which the reciprocal obligations of the debtor significantly exceed those of the other party, payments of debts not due at the time of payment, payments made in a manner that is not commonly used in the ordinary course of business, security granted for debts (including a security granted to secure a guarantee obligation such as the guarantees) previously incurred and provisional measures (unless the right of attachment or seizure predates the date of cash flow insolvency), the transfer of any assets or rights to a trust arrangement (fiducie) (unless such transfer is made as a security for debt incurred at the same time), any amendment to a trust arrangement (fiducie) that dedicates assets or rights as a guarantee of preexisting debts, and a declaration of nonseizability (déclaration d insaisissabilité) applying to any assets of the debtor during the suspect period. Transactions voidable by the court include payments made on due debts, transfers of assets for consideration and notices of attachments made to third parties (avis à tiers détenteur), seizures 287

308 (saisieattribution) and oppositions made during the suspect period, if such actions are taken after the debtor was cash flow insolvent and if the court determines that the creditor knew of the cash flow insolvency of the debtor at that time. Transactions relating to the transfer of assets for no consideration are also voidable when made during the six-month period preceding the suspect period. There is no suspect period prior to the opening of safeguard proceedings or accelerated safeguard or accelerated financial safeguard proceedings to the extent the debtor was not cash flow insolvent when such proceedings were opened. Creditors Liability Pursuant to article L of the French Commercial Code, where insolvency proceedings or safeguard proceedings (including accelerated safeguard proceedings and accelerated financial safeguard proceedings) have been commenced, creditors may not be held liable for the losses suffered as a result of facilities granted to the debtor on the following grounds unless three limited exceptions apply: (i) fraud; (ii) wrongful interference (immixtion caractérisée dans la gestion) with the management of the debtor; and (iii) the security or guarantees taken to support the facilities are disproportionate to such facilities. In addition, any security or guarantees taken to support facilities in respect of which a creditor is found liable on any of these grounds can be cancelled or reduced by the court. Case law has recently set out that this liability would also require that the granting of the facility be deemed to be wrongful. If a creditor has repeatedly interfered in the company s management, it can be deemed a de facto manager of such company (dirigeant de fait). In such a case, article L of the French Commercial Code provides that, if judicial liquidation proceedings (liquidation judiciaire) have been commenced against the debtor, the creditor may be liable for the debts of the company, along with the other managers (whether de jure or de facto), as the case may be, if it is established that their mismanagement has contributed to the company s shortfall of assets. If such conditions are met, French courts will decide whether the managers should bear all or part of the shortfall amount. Limitations on Enforcement Security interests governed by French law may only secure payment obligations and may only be enforced following a payment default (including following acceleration) and up to the secured amount that is due and remaining unpaid. Under French law, generally speaking, pledges over assets may be enforced at the option of the secured creditors either (i) before a court (a) by way of a sale of the pledged assets in a public auction (the proceeds of the sale being paid to the secured creditors) or (b) by way of the judicial foreclosure (attribution judiciaire) of the pledged assets; or (ii) by way of contractual foreclosure (attribution conventionnelle or pacte commissoire) of the pledged assets to the secured creditors, following which the secured creditors become the legal owner of the pledged assets. Enforcement by way of contractual foreclosure may not be agreed at the time of the granting of the security or subsequently and, therefore, the noteholders will not benefit from such enforcement method. If the secured creditors choose enforcement by way of foreclosure (whether judicial foreclosure or contractual foreclosure), the secured liabilities will be deemed extinguished up to the value of the attributed assets. Such value is determined either by the judge in the context of a judicial foreclosure (attribution judiciaire) or by an expert (pre contractually agreed or appointed by a judge) in the context of a contractual foreclosure (pacte commissoire). In case of enforcement by way of attribution (whether judicial foreclosure or contractual foreclosure), if the value of the pledged assets exceeds the amount of the secured liabilities, the secured creditors will be required to pay the relevant pledgor a soulte equal to the difference between the value of the pledged assets and the amount of the secured liabilities. This is true regardless of the actual amount of proceeds ultimately received by the secured creditor from a subsequent sale of the Notes Collateral. On the contrary, if the value of such pledged assets is less than the amount of the secured debt, the relevant amount owed to the relevant creditors will be reduced by an amount equal to the value of such pledged assets, and the remaining amount owed to such creditors will be unsecured. Limitations on Guarantees The liabilities and obligations of a French Guarantor are subject to applicable French corporate benefit rules. Under French corporate benefit rules, a court could declare any guarantee unenforceable and void, if 288

309 payment had already been made under the relevant guarantee, require that the recipient return the payment to the relevant guarantor, if the court found that the French Guarantor did not receive some real and adequate corporate benefit from the transaction involving the grant of the guarantee as a whole. Existence of corporate benefit is a factual matter which must be determined on a case-by-case basis. The existence of a real and adequate benefit to the guarantor and whether the amounts guaranteed are commensurate with the benefit received are matters of fact as to which French case law provides no clear guidance. However, based on current case law certain inter-group transactions (including up-stream guarantees) can be in the corporate interest of the relevant company, in particular, where the following four criteria are fulfilled: existence of a genuine group of companies to which the guarantor and the person whose obligations are being guaranteed belong operating under a common strategy aimed at a common objective and the guarantee or security documents, and the transaction to which they relate, must be entered into in furtherance of the common economic interest of the group as a whole and the liability under the guarantee should be commensurate with such group benefit; the risk assumed by a French Guarantor must be proportionate to the benefit; the French Guarantor must receive an actual and adequate benefit, consideration or advantage from the transaction involving the granting by it of the guarantee or security interest which is commensurate with the liability which it takes on under the guarantee or security interest; and the obligations of the French Guarantor under the guarantee or security interest must not exceed its financial capability. However, such criteria being subject to interpretation and depending on factual matters, the prudent approach prevailing in the French market is to create a strict correlation between the risk assumed and the benefit received by a French Guarantor without relying on the corporate benefit of the group (intérêt social de groupe) and applying the conditions listed above and therefore, limiting the amounts of the guarantee to the amounts on-lent to the French Guarantors as set out below. Each guarantee provided by a French Guarantor will apply only insofar as required to guarantee the payment obligations of (i) the Issuer and/or (ii) other Guarantors, provided that in each such case such guarantee shall be limited: (A) to the payment obligations of (i) the Issuer and/or (ii) such other Guarantors but in each case (B) not exceeding an amount equal to the aggregate of all amounts directly or indirectly (by way of intercompany loans directly or indirectly from the Issuer) received out of the proceeds of the Notes by the Issuer or such other Guarantor and made available directly or indirectly to that French Guarantor and outstanding from time to time (the Maximum Guaranteed Amount ); it being specified that any payment made by such French Guarantor under the Indenture in respect of the obligations of the Issuer or any other Guarantor shall reduce pro tanto the outstanding amount of the intercompany loans (if any) due by such French Guarantor to the Issuer or that Guarantor under the intercompany loan arrangements referred to above. By virtue of this limitation, each French Guarantor s obligations under the Note Guarantees and the security interests in the Notes Collateral could be significantly less than amounts payable with respect to the Notes or a French Guarantor may have effectively no obligation under the Note Guarantee and the security interest in the Notes Collateral should the balance of the portion of the proceeds of the Notes made available to a French Guarantor directly or indirectly be equal to or reduced to zero. No French Guarantor will secure liabilities under the Indenture and the Notes which would result in such French Guarantor not complying with French financial assistance rules as set out in Article L of the French Commercial Code (Code de commerce) and/or would constitute a misuse of corporate assets within the meaning of article L or L of the French Commercial Code (Code de commerce) or any other law or regulations having the same effect, as interpreted by French courts. No French Guarantor is acting jointly and severally with the Issuer and the other Guarantors and will be deemed to be a co-débiteur solidaire as to its obligations arising under or in connection with any such guarantee or under the Indenture. 289

310 See Risk Factors Risks Related to the Notes The Note Guarantees and the Notes Collateral granted by the Guarantors will be subject to certain limitations on enforcement and may be limited by applicable law or subject to certain defenses that may adversely affect their validity and enforceability. By virtue of these limitations, the obligations of AAG, AAF, Plateforme Préférence Grand Est (formerly CAR Distribution S.A.S.) and TPA S.A.S. under the Guarantees as a French Guarantor could be significantly less than amounts payable with respect to the Notes, or such French Guarantors may have effectively no obligation under their respective Guarantee. On the basis of French law as applied by French courts as of the date hereof, it is believed that, based notably on the above factors, the French Guarantors respectively will derive an overall corporate benefit from the transaction involving the grant of a Guarantee that is proportionate to the proceeds of the Notes which are downstreamed to each of them (including, in the case of AAG, the amounts downstreamed to its subsidiary AAF) and outstanding from time to time. However, if a court were to decide that giving a Guarantee of the Notes constituted financial assistance, the Guarantee could be reduced to zero even if the downstream loans from the Issuer to the French Guarantors or the downstream loan from the Issuer to the French Guarantors were still outstanding. In addition, if a French Guarantor receives, in return for issuing the guarantee, an economic return that is less than the economic benefit such French Guarantor would obtain in a transaction entered into on an arm slength basis, the difference between the actual economic benefit and that in a comparable arm s length transaction could be taxable under certain circumstances. Parallel Debt Under French law, certain accessory security interests such as pledges require that the pledgee and the creditor be the same person. Such security interests cannot be held on behalf of third parties who do not hold the secured claim, unless they act as trustees (fiduciaries) under Article 2011 of the French Civil Code or as Security Agent (Agent des sûretés) under Article of the French Civil Code. The holders of the Notes from time to time will not be parties to the security documents. In order to permit the holders of the Notes to benefit indirectly from a secured claim, the Intercreditor Agreement provides for the creation of a Parallel Debt. Pursuant to such Parallel Debt, the Security Agent becomes the holder of a claim equal to each amount payable by an obligor under the Indenture and the Intercreditor Agreement. The pledges governed by French law will directly secure the Parallel Debt, and may not directly secure the obligations under the Notes and the other indebtedness secured by the Notes Collateral. Although the French Supreme Court (Cour de cassation) has held (in the Belvédère decision dated September 13, 2011 rendered in the context of safeguard proceedings commenced in France) that, subject to certain conditions being met, the concept of Parallel Debt governed by the laws of the State of New York was not incompatible with the French law concept of international public policy (ordre public international), this decision cannot be considered as a general recognition of the enforceability in France of the rights of a security agent benefiting from a parallel debt obligation and no assurance can be given that such a structure will be effective in all cases before French courts. There is no certainty that the parallel debt procedure will eliminate the risk of unenforceability under French law. To the extent that the security interests in the Notes Collateral created under the parallel debt structure are successfully challenged by other parties, the Noteholders will not receive any proceeds from an enforcement of the security interest in the Notes Collateral, unless they are direct beneficiaries of the security interests in the Notes Collateral. Fraudulent Conveyance French law contains specific provisions dealing with fraudulent conveyance both in and outside of insolvency proceedings, called action paulienne provisions. The action paulienne offers creditors protection against a decrease in their means of recovery. A legal act performed by a person (including, without limitation, an agreement pursuant to which such person guarantees the performance of the obligations of a third party or agrees to provide or provides security for any of such person s or a third party s obligations, enters into additional agreements benefiting from existing security and any other legal act having similar effect) can be challenged in or outside the insolvency proceedings of the relevant person by the creditors representative (mandataire judiciaire), the commissioner of the safeguard or recovery plan (commissaire a l exécution du 290

311 plan) insolvency proceedings of the relevant person or by any of the creditors of the relevant person outside the insolvency proceedings, and may be declared unenforceable against third parties if: (i) the person performed such acts without an obligation to do so; (ii) the creditor concerned or, in the case of the person s insolvency proceedings, any creditor, was prejudiced in its means of recovery as a consequence of the act; and (iii) at the time the act was performed both the person and the counterparty to the transaction knew or should have known that one or more of such person s creditors (existing or future) would be prejudiced in their means of recovery, unless the act was entered into for no consideration (à titre gratuit), in which case such knowledge of the counterparty is not necessary for a successful challenge on grounds of fraudulent conveyance. If a court found that the issuance of the Notes, the granting of the security interests in the Notes Collateral or the granting of a guarantee involved a fraudulent conveyance that did not qualify for any defense under applicable law, then the issuance of the Notes, the granting of the security interests in the Notes Collateral or the granting of such guarantee could be declared unenforceable against third parties or declared unenforceable against the creditor that lodged the claim in relation to the relevant act. As a result of such successful challenges, the Noteholders may not enjoy the benefit of the Notes, the guarantees or the security interests in the Notes Collateral and the value of any consideration that the Noteholders received with respect to the Notes, the security interests in the Notes Collateral or the Note Guarantees could also be subject to recovery from the Noteholders and, possibly, from subsequent transferees. In addition, under such circumstances, the Noteholders might be held liable for any damages incurred by prejudiced creditors of the Issuer or the Guarantors as a result of the fraudulent conveyance. Luxembourg Insolvency The insolvency laws of Luxembourg may not be as favorable to holders of Notes as insolvency laws of other jurisdictions with which investors may be familiar. The Luxembourg Guarantors are organized, and have their respective centre of main interests (centre des intérêts principaux), for the purposes of the EU Insolvency Regulation, in Luxembourg. Accordingly, insolvency proceedings affecting the Luxembourg Guarantors would be governed by Luxembourg insolvency laws. The following is a brief description of the key features of Luxembourg insolvency proceedings and certain aspects of insolvency laws in Luxembourg. Luxembourg insolvency proceedings Under Luxembourg insolvency laws, the following types of insolvency proceedings (together referred to as Insolvency Proceedings ) may be opened against any of the Luxembourg Guarantors to the extent that they have their respective registered office or their respective centre of main interests (centre des intérêts principaux) (for the purposes of the EU Insolvency Regulation) in Luxembourg: bankruptcy proceedings (faillite); controlled management proceedings (gestion contrôlée); and preventive composition proceedings (concordat préventif de la faillite). In addition to these proceedings, the ability of the holders of the Notes to receive payment under the Note Guarantees may be affected by a decision of the district court sitting in commercial matters (Tribunal d arrondissement siégeant en matière commerciale) (the Commercial District Court ) granting suspension of payments (sursis de paiements) or declaring any of the Luxembourg Guarantors into judicial liquidation (liquidation judiciaire). Bankruptcy proceedings (faillite) General administration of bankruptcy proceedings The opening of bankruptcy proceedings may be requested by the relevant Luxembourg Guarantor or by any of its creditors. Following such a request, the Commercial District Court having jurisdiction may open bankruptcy proceedings in the event that the relevant Luxembourg Guarantor (a) has ceased to make payments (cessation de paiements) and (b) has lost its commercial creditworthiness (ébranlement de crédit). If the 291

312 Commercial District Court considers that these conditions are met, it may open bankruptcy proceedings on its own motion, absent a request made by the Luxembourg Guarantors or a creditor. If the Commercial District Court declares a company bankrupt, it will appoint one or more bankruptcy receivers (curateur(s)), depending on the complexity of the proceedings and a supervisory judge (jugecommissaire) to supervise the bankruptcy proceedings. The period within which creditors must file their proof of claims (déclaration de créance) is specified in the judgment adjudicating the company bankrupt. Claims filed after such period may nevertheless be taken into account by the bankruptcy receiver subject to certain limitations as to distributable proceeds. The bankruptcy receiver(s) take(s) over the management and control of the relevant Luxembourg Guarantor in place of the directors or the managers (as applicable). The bankruptcy receiver(s) will realize the relevant Luxembourg Guarantor s assets and distribute the proceeds to the relevant Luxembourg Guarantor s creditors in accordance with the statutory order of payment and, if there are any funds left, to the bankrupt company s shareholders. The bankruptcy receiver(s) represent(s) the relevant Luxembourg Guarantor as well as the creditors collectively (masse des créanciers). The bankruptcy receiver will need to obtain of the Commercial District Court permission for certain acts, such as agreeing to a settlement of claims or deciding to pursue the business of the relevant Luxembourg Guarantor during the bankruptcy proceedings. Bankruptcy is governed by public policy and rules, which generally delay the process and limit restructuring options of the group to which the bankrupt company belongs. On closing of the bankruptcy proceedings, the bankrupt company will normally be dissolved. Effects of bankruptcy proceedings The main effect of bankruptcy proceedings is the suspension of all measures of enforcement against the relevant Luxembourg Guarantor, except, subject to certain limited exceptions, for secured creditors, and the payment of unsecured creditors of the relevant Luxembourg Guarantor in accordance with their rank upon the realization of the assets of the relevant Luxembourg Guarantor. In principle, contracts of the bankrupt company are not automatically terminated on commencement of bankruptcy proceedings, save for contracts for which the identity or solvency of the company was crucial (intuitu personae agreements) for the other party. However, certain contracts are terminated automatically by law, such as employment contracts, unless expressly confirmed by the receiver. Contractual provisions purporting to terminate a contract upon bankruptcy are generally held as being valid. The receiver may choose to terminate contracts of the company subject to the rule of exceptio non adimpleti contractus and the creditors interest. Unsecured claims of the Luxembourg Guarantors (such as the Luxembourg Guarantors liabilities under the Note Guarantees) will, in the event of a liquidation of any of the Luxembourg Guarantors, only rank after (i) the cost of liquidation (including any debt incurred for the purpose of such liquidation) and (ii) the debts of the relevant Luxembourg Guarantors that are entitled to priority under Luxembourg law. Preferential debts under Luxembourg law include, inter alia: certain amounts owed to the Luxembourg Revenue; value-added tax and other taxes and duties owed to the Luxembourg Customs and Excise; social security contributions; and remuneration owed to employees. Assets over which a security interest has been granted will in principle not be available for distribution to unsecured creditors of the relevant Luxembourg Guarantor (except after enforcement and to the extent a 292

313 surplus is realized and subject to application of the relevant priority rules, liens and privileges arising mandatorily by law). During insolvency proceedings, all enforcement measures by unsecured creditors of the relevant Luxembourg Guarantor are suspended. Luxembourg insolvency laws may also affect transactions entered into or payments made by the Luxembourg Guarantors during the pre-bankruptcy hardening period (période suspecte) which is fixed by the Luxembourg court and dates back not more than six months as from the date on which the Luxembourg court formally adjudicates a company bankrupt, and, as for specific payments and transactions, during an additional period of ten days before the commencement of such period. In particular: pursuant to article 445 of the Luxembourg code of commerce, some transactions (in particular, the granting of a security interest for antecedent debts, save in respect of financial collateral arrangements within the meaning of the Luxembourg law of 5 August 2005 on collateral arrangements, as amended (the Collateral Act 2005 ), the payment of debts which have not fallen due, whether payment is made in cash or by way of assignment, sale, set-off or by any other means; the payment of debts which have fallen due by any means other than in cash or by bill of exchange (unless, arguably, that method of payment was agreed from inception), transactions without consideration or with substantially inadequate consideration entered into during the suspect period or the ten days preceding it must be set aside, if so requested by the bankruptcy receiver; pursuant to article 446 of the Luxembourg code of commerce, payments made for matured debts as well as other transactions concluded for consideration during the suspect period are subject to setting aside by the Commercial District Court upon proceedings initiated by the bankruptcy receiver, if they were concluded with the knowledge of the bankrupt s cessation of payments; and pursuant to article 448 of the Luxembourg code of commerce and article 1167 of the Luxembourg civil code (action paulienne), the bankruptcy receiver (acting on behalf of the creditors) has the right to challenge any fraudulent payments and transactions, including the granting of security with an intent to defraud, made prior to the bankruptcy, without any time limit. Controlled management proceedings (gestion contrôlée) General administration of controlled management proceedings Each of the Luxembourg Guarantors, which has lost its commercial creditworthiness (ébranlement de crédit) or which is not in a position to completely fulfill its obligations, can apply for the regime of controlled management in order either (i) to restructure its business or (ii) to realize its assets in good conditions. An application for controlled management can only be made by the Luxembourg Guarantors. The loss of commercial creditworthiness (ébranlement de crédit) is identical to the credit test applied in bankruptcy proceedings. As to the second criteria (that is, the case where a company is not in a position to completely fulfill its obligations), a broad view of the total situation of the relevant Luxembourg Guarantor is taken. Controlled management proceedings is only available for good-faith debtor. Controlled management proceedings are rarely used as they are not always successful and generally lead to bankruptcy proceedings. They are occasionally applied to companies, in particular holding or finance companies, which are part of an international group and whose inability to meet obligations results from a default of group companies. The proceedings are divided into three steps: 1. The relevant Luxembourg Guarantor must file an application with the Commercial District Court. The Commercial District Court can reject the application because (i) the relevant Luxembourg Guarantor has already been declared bankrupt or (ii) the evidence brought forward by the relevant Luxembourg Guarantor does not ensure the stabilization and the normal exercise of the relevant Luxembourg Guarantor s business or improve the realization of the relevant Luxembourg Guarantor s assets in better conditions. If the 293

314 application is upheld at this stage, the Commercial District Court will appoint an investigating judge (juge délégué) to make a report on the overall situation of the relevant Luxembourg Guarantor. 2. Once the investigating judge has delivered a report, the Commercial District Court may (i) turn down the application on the ground that the proposals made by the applicant are unlikely to lead to the reorganization of the business or the realization of the assets in better conditions or (ii) appoint one or more administrators (commissaires) who will supervise the management of the assets of the relevant Luxembourg Guarantor. If the Commercial District Court ascertains that the relevant Luxembourg Guarantor is unable to pay its creditors (i.e. the relevant Luxembourg Guarantor has ceased its paiements (cessation de paiements)), it may set the date as from which the relevant Luxembourg Guarantor will be deemed to have been in such situation. Such date may be set up to six months prior to the filing of application for controlled management proceedings. However, bankruptcy may only be declared if the two conditions for bankruptcy are met (cessation of payment (cessation de paiements) and loss of commercial creditworthiness (ébranlement de crédit)), and if the application has been dismissed either before or after consideration of the report by the investigating judge or after the reorganization plan proposed by the administrators (commissaires) at the third step described below. The administrators will draw up the inventory of the assets as well as the financial situation of the relevant Luxembourg Guarantor. They are also in charge of the annual accounts of the relevant Luxembourg Guarantor. The administrators may also prescribe any act they consider to be in the interests of the applicant or its creditors. The administrators have to be convened to any meeting of the board of directors or managers (as applicable). They may attend all board meetings but have no voting rights. They have the right to convene such board meetings. 3. The administrators will draft a reorganization plan in respect of the applicant s business or a plan for realization of the assets, within the deadlines set forth by the Commercial District Court. The plan shall equitably take into account all interests involved and will comply with the ranking of mortgages (hypothèques) and privileges (privilèges) as required by law, without taking into account any contractual clause regarding termination, penalties or acceleration. The administrators will notify the draft plan to the creditors, joint debtors and guarantors. Within fifteen days of such notification or publication, the creditors will inform the Commercial District Court whether they agree or object to the draft plan. Any creditor who abstains will be considered as having adhered to the plan. The creditors, the company, the joint debtors and the guarantors may submit written observations to the Commercial District Court. The Commercial District Court may (i) approve the plan if a majority of the creditors representing, via their claims which have not been challenged by the administrators, at least half of the relevant Luxembourg Guarantor s liabilities have agreed thereto or (ii) disagree with the plan proposed by the administrators even though a majority of the creditors representing, via their claims which have not been challenged by the administrators, at least half of the company s liabilities have agreed to such plan, in which case the application for controlled management will be dismissed or (iii) ask the administrators to propose an amended plan (such amended plan will have to be submitted again to the creditors). The judgment approving the plan will be binding upon the company and its creditors, joint debtors and guarantors. The fees of the administrators will be fixed by the Commercial District Court and will be borne by the company. The administrators who at the same time are creditors of the applicant are not entitled to any fees. Effects of controlled management proceedings As from the day of the appointment of the investigating judge and up to the final decision on the application for controlled management, any subsequent enforcement proceedings or acts, even if initiated by privileged creditors (including creditors who have the benefit of pledges (gages) and mortgages (hypothèques)) are stayed, save as provided for by the Collateral Act The relevant Luxembourg Guarantor may not enter into any act of disposition, mortgage and contract or accept any movable asset without the authorization of the investigating judge. Once the administrators have been appointed, the relevant Luxembourg Guarantor may not carry out any act (including receiving funds, lending money, granting any security, or making any payment) without the prior authorization of the administrators. The administrators may bring any action before the Commercial District Court in order to have any act made in violation of the legislation governing the controlled management or in fraud of the creditors rights be set aside. Subject to the prior authorization of the Commercial District Court, they may bring an action (i) to have the directors, managers or the statutory auditor be held liable or (ii) if the Commercial District Court has declared the company to be in cessation of payments, to have certain payments, compensations or security interests be set aside (under certain conditions set forth in Articles 445 et seq. of the Luxembourg code of commerce). 294

315 Preventive composition proceedings (concordat préventif de la faillite) General administration of preventive composition proceedings The Luxembourg Guarantors may enter into a preventive composition proceedings (concordat préventif de la faillite) in order to resolve its financial difficulties by entering into an agreement with its creditors, the purpose of which is to avoid bankruptcy. Preventive composition proceedings may only be applied for by a company which is in financial difficulty. Similar to controlled management proceedings, the preventive composition proceedings are not available if the company has already been declared bankrupt by the Commercial District Court or if the company is acting in bad faith. The application for the preventive composition proceedings can only be made by the Luxembourg Guarantors and must be supported by proposals of preventive composition. The Commercial District Court will delegate to a delegated judge (juge délégué) the duty to verify, and to prepare a report on, the situation of the relevant Luxembourg Guarantor. Based on such report, the Commercial District Court will decide whether or not to pursue the preventive composition proceedings. If the Commercial District Court considers that the procedure should not be pursued, it will in the same judgment declare the bankruptcy of the company (which bankruptcy may also be declared during the preventive composition proceedings if the conditions for the composition proceedings are not met). If the Commercial District Court considers that the procedure may be pursued, it will set the place, date and hour of a meeting (assemblée concordataire) at which the creditors will be convened. The delegated judge will make its report at the assemblée concordataire. The preventive composition may only be adopted if a majority of the creditors representing, by their unchallenged claims, three-quarters of the relevant Luxembourg Guarantor s debt, has adhered to the proposal and if the preventive composition has been homologated by the Commercial District Court. Creditors benefiting from mortgages (hypothèques), privileges (privilèges) or pledges (gages) only have a deliberating voice in the operations of the concordat, if they renounce the benefit of their mortgages, privileges or pledges. The vote in favor of the concordat entails renunciation. The renunciation may be limited by the secured creditors to only a portion (but representing at least 50% in value) of their claims with corresponding voting rights. The preventive composition has no effect on the claims secured by a mortgage, a privilege or a pledge and on claims by the tax authorities. If the application results in a preventive composition arrangement sanctioned by the Commercial District Court, the preventive composition could still either be annulled (if it has not been executed) or terminated (in case of fraud or bad faith of the company). In such scenarios, the Commercial District Court may adjudicate bankrupt the relevant Luxembourg Guarantor. The bankruptcy judgment can decide to set the date of cessation of payment to the date of the application for the preventive composition proceedings. If that date is less than six months prior to the bankruptcy judgment, the court can of course set the cessation of payment date at six months prior to its judgment. Preventive composition proceedings are rarely used in practice since they are not binding upon secured creditors. Effects of a preventive composition proceedings The relevant Luxembourg Guarantor s business activities continue during the preventive composition proceedings. While the preventive composition is being negotiated, the relevant Luxembourg Guarantor may not dispose of, or grant any security over, any assets without the approval of the delegated judge. Once the preventive composition has been agreed by the Commercial District Court, this restriction is lifted. However, the relevant Luxembourg Guarantor s business activities will still be supervised by the delegated judge. Except as provided for in Collateral Act 2005, while the preventive composition is being negotiated, unsecured creditors may not take action against the company to recover their claims. Secured creditors who do not participate in the preventive composition proceedings may take action against the relevant Luxembourg Guarantor to recover their claims and to enforce their security. Fraudulent transactions which took place before the date on which the Commercial District Court commenced preventive composition proceedings may be set aside (See the bankruptcy proceedings section above). 295

316 Suspension of payments proceedings (sursis de paiements) General administration of suspension of payments proceedings A suspension of payments (sursis de paiements) for commercial companies is different from the sursis de paiement proceedings available for banks or insurance companies. It can only be applied to a company which, as a result of extraordinary and unforeseeable events, has to temporarily cease its payments but which has on the basis of its balance sheet sufficient assets to pay all amounts due to its creditors. The suspension of payments may also be granted if the situation of the applicant, even though showing a loss, presents serious elements of reestablishment of the balance between its assets and its debts. The purpose of the suspension of payments proceedings is to allow a business undertaking experiencing financial difficulties to suspend its payments for a limited time after a complex proceeding involving both the Commercial District Court and the Cour supérieure de justice and the approval by a majority of the creditors representing, by their claims, three-quarters of the company s debts (excluding claims secured by privilege (privilège), mortgage (hypothèque) or pledge (gage)). The suspension of payments is, however, not for general application, which is one of the main reasons it has lost its attractiveness. It only applies to those liabilities which have been assumed by the debtor prior to obtaining the suspension of payment and has no effect as far as taxes and other public charges or secured claims (by right of privilege, a mortgage or a pledge) are concerned. Effects of suspension of payments proceedings During the suspension of payments, ordinary creditors cannot open enforcement proceedings against the relevant Luxembourg Guarantor or the relevant Luxembourg Guarantor s assets. This stay on enforcement does not extend to preferred creditors, or to creditors which are secured by mortgages (hypothèques), pledges (gages) or financial collateral arrangements governed by the Collateral Act The relevant Luxembourg Guarantor continues to manage its own business under the supervision of a court-appointed administrator who must approve most of the transactions carried out by the relevant Luxembourg Guarantor. When a suspension of payments ends, the stay on enforcement is terminated and the relevant Luxembourg Guarantor s directors or manager (as applicable) can run the business again. Judicial liquidation Judicial liquidation proceedings may be opened at the request of the public prosecutor against companies pursuing an activity violating criminal laws or that are in serious violation of the Luxembourg commercial code or of the Luxembourg law dated August 10, 1915 on commercial companies, as amended (the Companies Act 1915 ). The management of such judicial liquidation proceedings will generally follow similar rules as those applicable to bankruptcy proceedings. Limitations on enforcement Limitation on enforcement of Luxembourg security interests According to Luxembourg conflict of laws rules, the courts in Luxembourg will generally apply the lex rei sitae or lex situs (the law of the place where the assets or subject matter of the pledge or security interest is situated) in relation to the creation, perfection and enforcement of security interests over such assets. As a consequence, Luxembourg law will apply in relation to the creation, perfection and enforcement of security interests over assets located or deemed to be located in Luxembourg, such as shares (actions) in Luxembourg public limited liability companies (sociétiés anonymes) or shares (parts sociales) in Luxembourg private limited liability companies (sociétés à responsabilité limitée), bank accounts held with a Luxembourg bank, receivables/claims governed by Luxembourg law and/or having debtors located in Luxembourg, tangible assets located in Luxembourg, securities which are held through an account located in Luxembourg, bearer securities physically located in Luxembourg, etc. 296

317 The Collateral Act 2005 governs the creation, perfection and enforcement of pledges over shares located or deemed to be located in Luxembourg. Under the Collateral Act 2005, the perfection of security interests depends on certain registration, notification and acceptance requirements. A share pledge agreement must be (i) acknowledged and accepted by the company which has issued the shares (subject to the security interest) and/or (ii) registered in the shareholders register of such company. If future shares are pledged, the perfection of such pledge will require additional registration in the shareholders register of such company. Article 11 of the Collateral Act 2005 sets out enforcement remedies available upon the occurrence of an enforcement event, including, but not limited: appropriation by the pledgee or appropriation by a third party of the pledged assets at (i) a value determined in accordance with a valuation method agreed upon by the parties or (ii) (if listed) the listing price of the pledged assets; sell or cause the sale of the pledged assets (i) in a private transaction at normal commercial terms (conditions commerciales normales), (ii), if applicable, by a public sale at the stock exchange (if listed shares), or (iii) by way of a public auction; or court allocation of the pledged assets to the pledgee in discharge of the secured obligations following a valuation made by a court-appointed expert. As the Collateral Act 2005 does not provide any specific time periods and depending on (i) the method chosen, (ii) the valuation of the pledged assets, (iii) any possible recourses, and (iv) the possible need to involve third parties, such as, e.g., courts, stock exchanges and appraisers, the enforcement of the security interests could be delayed significantly. The Collateral Act 2005 expressly provides that financial collateral arrangements (including pledges) and their enforcement measures are valid and enforceable, even if entered into during the pre-bankruptcy hardening period, against third parties including supervisory, receivers, liquidators and any other similar persons or bodies irrespective of any bankruptcy, liquidation or other situation, national or foreign, of composition with creditors or reorganization affecting any one of the parties. The perfection of security interests created pursuant to pledge agreements does not prevent any third party creditor from seeking attachment or execution against the assets, which are subject to the security interests created under the pledge agreements, to satisfy their unpaid claims against the pledgor. Such creditor may seek the forced sale of the assets of the pledgors through court proceedings, although the beneficiaries of the pledges will in principle remain entitled to priority over the proceeds of such sale (subject to preferred rights by operation of law). Finally, the appointment of a foreign security agent will be recognized under Luxembourg law, (i) to the extent that the designation is valid under the law governing such appointment and (ii) subject to possible restrictions. Generally, according to paragraph 2(4) of the Collateral Act 2005, a security interest (financial collateral arrangement) may be provided in favor of a person acting on behalf of the collateral taker, a fiduciary or a trustee in order to secure the claims of third party beneficiaries, whether present or future, provided that these third party beneficiaries are determined or may be determined. Without prejudice to their obligations visa-vis third party beneficiaries of the security, persons acting on behalf of beneficiaries of the security, the fiduciary or the trustee benefit from the same rights as those of the direct beneficiaries of the security aimed at by such law. Limitation of enforcement of Guarantee The Companies Act 1915, does not provide for rules governing the ability of a Luxembourg company to guarantee the indebtedness of another entity of the same group. It is generally held that within a group of companies, the corporate interest of each individual corporate entity should, to a certain extent, be tempered by, and subordinated to, the interest of the group. A reciprocal assistance from one group company to another does not necessarily conflict with the interest of the assisting company. However, this assistance must be temporary, in proportion with the real financial means of the assisting company or have a reciprocal character. A company may give a guarantee provided the giving of the guarantee is covered by the company s corporate objects and is in the best interest of the company. The test regarding the guarantor s corporate interest is whether the company that provides the guarantee receives some consideration in return (such as an economic or commercial benefit) 297

318 and whether the benefit is proportional to the burden of the assistance. A guarantee that substantially exceeds the guarantor company ability to meet its obligations to the beneficiary of the guarantee and to its other creditors would expose its directors or managers to personal liability. Furthermore, under certain circumstances, the directors of the Luxembourg company might incur criminal penalties based on the concept of misappropriation of corporate assets (article of the Companies Act 1915). The guarantees granted by a Luxembourg guarantor will be limited to a certain percentage of, among others, the relevant company s net worth. A guarantee granted by a Luxembourg company could, if submitted to a Luxembourg court, depending on the terms of such guarantee, possibly be construed by such court as a suretyship (cautionnement) and not a demand guarantee or an independent guarantee. Article 2012 of the Luxembourg Civil Code provides that the validity and the enforceability of a suretyship (which constitutes an accessory obligation) are subject to the validity of the underlying obligation. It follows that if the underlying obligations were invalid or challenged, it cannot be excluded that the Luxembourg Guarantor would be released from its liabilities under the guarantee. 298

319 PLAN OF DISTRIBUTION Subject to the terms and conditions set forth in a purchase agreement (the Purchase Agreement ) dated as of the Issue Date, the Issuer has agreed to sell to the Initial Purchasers, and the Initial Purchasers have agreed to purchase from the Issuer, the entire principal amount of the Notes. The obligations of the Initial Purchasers under the Purchase Agreement, including their agreement to purchase Notes from the Issuer, are several and not joint. The Purchase Agreement provides that the Initial Purchasers will purchase all the Notes if they purchase any of them. The Initial Purchasers initially propose to offer the Notes for resale at the issue price that appears on the front cover of these listing particulars. The Initial Purchasers may change the price at which the Notes are offered and any other selling terms at any time without notice. The Initial Purchasers may offer and sell Notes through certain of their affiliates, including in respect of sales into the United States. The Purchase Agreement provides that the obligations of the Initial Purchasers to pay for and accept delivery of the Notes are subject to, among other conditions, the delivery of certain legal opinions by their counsel and our counsel. The Purchase Agreement also provides that, if an Initial Purchaser defaults, the purchase commitments of the non-defaulting Initial Purchasers may be increased or, in some cases, the Offering may be terminated. The Purchase Agreement provides that we will indemnify and hold harmless the Initial Purchasers against certain liabilities, including liabilities under the U.S. Securities Act, and will contribute to payments that the Initial Purchasers may be required to make in respect thereof. We have agreed, subject to certain limited exceptions, that during the period from the date the Purchase Agreement is executed through and including the date that is 60 days after the date the Purchase Agreement is executed, to not, and to cause our subsidiaries to not, without having received the prior written consent provided for in the Purchase Agreement, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by us or any of our subsidiaries. Persons who purchase Notes from the Initial Purchasers may be required to pay stamp duty, taxes and other charges in accordance with the laws and practice of the country of purchase in addition to the issue price of the relevant series of Notes set forth on the cover page of these listing particulars. The Issuer has agreed to pay the Initial Purchasers certain customary fees for their services in connection with the Offering and to reimburse them for certain out-of-pocket expenses. The Notes and the Note Guarantees have not been, and will not be, registered under the U.S. Securities Act and may not be offered or sold within the United States except to qualified institutional buyers in reliance on Rule 144A under the U.S. Securities Act and outside the United States in reliance on Regulation S under the U.S. Securities Act. Resales of the Notes are restricted as described under Transfer Restrictions. Each purchaser of the Notes will be deemed to have made acknowledgments, representations and agreements as described under Transfer Restrictions. In the Purchase Agreement, each of the Initial Purchasers, severally and not jointly, has also represented and agreed to the Issuer that: it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (the FSMA )) received by it in connection with the issue or sale of any of the Notes in circumstances in which section 21(1) of the FSMA does not apply to the Issuer or the Guarantors; and it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes, in, from or otherwise involving the United Kingdom. No action has been taken in any jurisdiction, including the United States, France and the UK, by any of the Issuer, the Guarantors or the Initial Purchasers that would permit a public offering of the Notes or the possession, circulation or distribution of these listing particulars or any other material relating to the Issuer, the Guarantors or the Notes in any jurisdiction where action for this purpose is required. These listing particulars do not constitute an offer to sell or a solicitation of an offer to purchase in any jurisdiction where such offer or 299

320 solicitation would be unlawful. Persons into whose possession these listing particulars comes are advised to inform themselves about and to observe any restrictions relating to the Offering, the distribution of these listing particulars and resale of Notes. See Transfer Restrictions. Each of the Issuer and the Guarantors have also agreed that they will not at any time offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any securities under circumstances in which such offer, sale, contract, pledge or disposition would cause the exemption afforded by Section 4(a)(2) of the U.S. Securities Act or the safe harbors of Rule 144A and Regulation S to cease to be applicable to the offer and sale of the Notes. The Notes are a new issue of securities for which there currently is no market. An application has been made for listing particulars to be approved by the Irish Stock Exchange and for the Notes to be admitted to the Official List of the Irish Stock Exchange and admitted to trading on its Global Exchange Market. However, we cannot assure you that the Notes will be approved for listing or that any of such listings will be maintained. The Initial Purchasers have advised us that they intend to make a market in the Notes as permitted by applicable law. The Initial Purchasers are not obliged, however, to make a market in the Notes, and any marketmaking activity may be discontinued at any time at their sole discretion without notice. In addition, any such market-making activity will be subject to the limits imposed by the U.S. Securities Act and the U.S. Securities Exchange Act of 1934, as amended (the U.S. Exchange Act ). Accordingly, we cannot assure you that any market for the Notes will develop, that it will be liquid if it does develop or that you will be able to sell any Notes at a particular time or at a price which will be favorable to you. The Initial Purchasers or persons acting on their behalf may engage in over-allotment, stabilizing transactions, covering transactions and penalty bids in accordance with applicable laws and regulations. Overallotment involves sales in excess of the relevant Offering size, which creates a short position for the Initial Purchasers. Stabilizing transactions permit bidders to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. Covering transactions involve purchases of the Notes in the open market after the distribution has been completed in order to cover short positions. Penalty bids permit the Initial Purchasers to reclaim a selling concession from a broker or dealer when the Notes originally sold by that broker or dealer are purchased in a stabilizing or covering transaction to cover short positions. These stabilizing transactions, covering transactions and penalty bids, may cause the price of the Notes to be higher than it would otherwise be in the absence of these transactions. These transactions, if commenced, may be discontinued at any time. The Initial Purchasers and their affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial investment banking, financial advising, investment management, principal investment, hedging, financing and brokerage activities. In particular, certain of the Initial Purchasers or their affiliates that have a lending relationship with, and/or own outstanding debt securities of, the Issuer and/or its affiliates have hedged, and are likely to hedge in the future, their credit exposure to the Issuer and/or its affiliates consistent with their risk management policies. Typically, these Initial Purchasers and their affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in our securities, including potentially the Notes. Any such credit default swaps or short positions could adversely affect future trading prices of the Notes. The Initial Purchasers or their respective affiliates from time to time have provided in the past and may provide in the future investment banking, financial advisory and commercial banking services to the Issuer and its affiliates in the ordinary course of business for which they have received or may receive customary fees and commissions. Certain of the Initial Purchasers or certain of their affiliates are arrangers and/or lenders under our Revolving Credit Facility Agreement. Certain of the Initial Purchasers may allocate all or a portion of its purchase commitment under the Purchase Agreement to affiliates, including but not limited to affiliates which are arrangers and/or lenders under the Revolving Credit Facility Agreement. See Description of Certain Financing Arrangements Revolving Credit Facility for more information. The Founders may indirectly purchase a portion of the Notes. 300

321 TRANSFER RESTRICTIONS General The Notes and the Note Guarantees have not been and will not be registered under the U.S. Securities Act, or the securities laws of any other jurisdiction, and, unless so registered, may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and the securities laws of any other applicable jurisdiction. Accordingly, the Notes and the Note Guarantees are being offered and sold to the Initial Purchasers for re-offer and resale only: in the United States, to QIBs as defined in Rule 144A under the U.S. Securities Act ( QIBs ) in reliance on Rule 144A; and outside the United States, to non-u.s. persons in an offshore transaction in accordance with Regulation S. We use the terms offshore transaction, U.S. persons and United States with the meanings given to them in Regulation S. Important Information about the Offering If you purchase Notes, you will be deemed to have represented and agreed as follows: (1) You understand and acknowledge that the Notes and the Note Guarantees have not been and will not be registered under the U.S. Securities Act or any other applicable securities laws and that the Notes are being offered for resale in transactions not requiring registration under the U.S. Securities Act or any other securities laws, including sales pursuant to Rule 144A under the U.S. Securities Act, and, unless so registered, may not be offered, sold or otherwise transferred except in compliance with the registration requirements of the U.S. Securities Act or any other applicable securities laws, pursuant to an exemption therefrom, or in a transaction not subject thereto, and in each case in compliance with the conditions for transfer set forth in paragraph (4) below. (2) You are not an affiliate (as defined in Rule 144 under the U.S. Securities Act) of the Issuer, you are not acting on the behalf of the Issuer and you are either: (a) a QIB and are aware that any sale of the Notes to you will be made in reliance on Rule 144A, and such acquisition will be for your own account or for the account of another QIB; or (b) not a U.S. person or purchasing the Notes for the account or benefit of a U.S. person (other than a distributor), and you are purchasing Notes outside the United States in an offshore transaction in accordance with Regulation S under the U.S. Securities Act. (3) You acknowledge that none of the Issuer, the Guarantors nor the Initial Purchasers nor any other person has made any representation to you with respect to us or the offer or sale of any of the Notes, other than the information contained in these listing particulars, which listing particulars have been delivered to you and upon which you are relying in making your investment decision with respect to the Notes. You acknowledge that no person other than the Issuer makes any representation or warranty as to the accuracy or completeness of these listing particulars. You have had access to such financial and other information concerning, the Issuer, us and the Notes (and the Note Guarantees), including an opportunity to ask questions of, and request information from, us and any of the Initial Purchasers. (4) You are purchasing Notes for your own account, or for one or more investor accounts for which you are acting as a fiduciary or agent, in each case for investment, and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the U.S. Securities Act or any other applicable securities laws, subject to any requirement of law that the disposition of your property or the property of such investor account or accounts be at all times within your or their 301

322 control and subject to your or their ability to resell such Notes pursuant to Rule 144A, Regulation S or any other available exemption from registration available under the U.S. Securities Act. You agree on your own behalf and on behalf of any investor account for which you are purchasing the Notes, and each subsequent holder of the Notes by its acceptance thereof will be deemed to agree, to offer, sell or otherwise transfer such Notes prior to the date (the Resale Restriction Termination Date ) that is one year (in the case of Notes sold in reliance on Rule 144A ( Rule 144A Notes )) or 40 days (in the case of Notes sold in reliance on Regulation S ( Regulation S Notes )) after the later of the Issue Date and the last date on which the Issuer or any affiliate of the Issuer was the owner of such Notes (or any predecessor thereto) or, if later, the last date upon which Additional Notes (as defined in the Indenture) have been issued, only: (a) to the Issuer, the Guarantors or any subsidiary thereof; (b) pursuant to a registration statement which has been declared effective under the U.S. Securities Act; (c) for so long as the Notes are eligible for resale pursuant to Rule 144A, to a person you reasonably believe is a QIB that purchases for its own account or for the account of another QIB to whom you give notice that the transfer is being made in reliance on Rule 144A; (d) pursuant to offers and sales that occur outside the United States in compliance with Regulation S; or (e) pursuant to any other available exemption from the registration requirements of the U.S. Securities Act; subject, in each of the foregoing cases, to any requirement of law that the disposition of the seller s property or the property of an investor account or accounts be at all times within its or their control, and in compliance with any applicable foreign or state securities laws and any applicable local laws and regulations. You acknowledge that the Issuer and the Trustee reserve the right prior to any offer, sale or other transfer of the Notes (i) pursuant to clause (d) or clause (e) above prior to the Resale Restriction Termination Date of such Notes to require the delivery of an opinion of counsel, certifications and/or other information satisfactory to each of them, and (ii) in each of the foregoing cases, to require that a certificate of transfer in the form appearing on the reverse of the security is completed and delivered by the transferor to the Trustee. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date. You acknowledge that each Global Note will contain a legend substantially in the following form: THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE U.S. SECURITIES ACT ), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT ( RULE 144A )) OR (B) IT IS A NON-U.S. PERSON ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION PURSUANT TO RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (2) AGREES THAT IT WILL NOT, ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR FOR WHICH IT HAS PURCHASED SECURITIES TO, PRIOR TO THE DATE (THE RESALE RESTRICTION TERMINATION DATE ) WHICH IS [IN THE CASE OF THE RULE 144A NOTES: ONE YEAR] [IN THE CASE OF REGULATION S NOTES: 40 DAYS] (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY [RULE 144] [REGULATION S] UNDER THE U.S. SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS 302

323 SECURITY) OR, IF LATER, THE LAST DATE UPON WHICH ADDITIONAL NOTES (AS DEFINED IN THE INDENTURE) HAVE BEEN ISSUED, OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER, THE GUARANTORS OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL AND IN COMPLIANCE WITH ANY APPLICABLE FOREIGN OR STATE SECURITIES LAWS, AND ANY APPLICABLE LOCAL LAWS AND REGULATIONS AND FURTHER SUBJECT TO THE ISSUER S AND THE TRUSTEE S RIGHTS PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSES (D) AND (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. If you purchase Notes, you will also be deemed to acknowledge that the foregoing restrictions apply to holders of beneficial interests in the Notes as well as to holders of the Notes. (5) You acknowledge that the registrar will not be required to accept for registration of transfer any Notes acquired by you, except upon presentation of evidence satisfactory to the Issuer and such registrar that the restrictions set forth therein have been complied with. (6) You acknowledge that: (a) the Issuer, the Initial Purchasers and others will rely upon the truth and accuracy of your acknowledgements, representations and agreements set forth herein, and you agree that, if any of your acknowledgements, representations or agreements herein cease to be accurate and complete, you will notify the Issuer and the Initial Purchasers promptly in writing; and (b) if you are acquiring any Notes as fiduciary or agent for one or more investor accounts, you represent with respect to each such account that: (i) you have sole investment discretion; and (ii) you have full power to make the foregoing acknowledgements, representations and agreements on behalf of each such investor account. (7) You agree that you will, and each subsequent holder is required to, give to each person to whom you transfer the Notes notice of any restrictions on the transfer of the Notes. (8) If you are a purchaser in a sale that occurs outside the United States within the meaning of Regulation S, you acknowledge that until the expiration of the distribution compliance period (as defined herein), you shall not make any offer or sale of the Notes to a U.S. person or for the account or benefit of a U.S. person within the meaning of Rule 902 under the U.S. Securities Act. The distribution compliance period means the 40-day period following the Issue Date of the Notes. 303

324 (9) You acknowledge that until 40 days after the commencement of the Offering, any offer or sale of the Notes within the United States by a dealer (whether or not participating in the Offering) may violate the registration requirements of the U.S. Securities Act if such offer or sale is made otherwise than in accordance with Rule 144A under the U.S. Securities Act. (10)You understand that no action has been taken in any jurisdiction (including the United States) by the Issuer, the Guarantors or the Initial Purchasers that would permit a public offering of the Notes or the possession, circulation or distribution of these listing particulars or any other material relating to the Issuer, the Guarantors or the Notes in any jurisdiction where action for that purpose is required. Consequently, any transfer of the Notes will be subject to the selling restrictions set forth in this section of these listing particulars and/or in the front of these listing particulars under the captions Notice to Investors, Notice to Certain European Economic Area Investors and Notice to New Hampshire Residents. (11)You represent and warrant that: either (i) no portion of the assets used by you to acquire or hold the Notes constitutes assets of any employee benefit plan subject to Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended ( ERISA ), any plan, individual retirement account or other arrangement subject to Section 4975 of the U.S. Internal Revenue Code of 1986, as amended (the Code ) or provisions under any other federal, state, local, non-u.s. or other laws or regulations that are similar to such provisions of ERISA or the Code (collectively, Similar Law ), or any entity whose underlying assets are considered to include plan assets of any such plan, account or arrangement, within the meaning of ERISA or otherwise, or (ii) the purchase and holding of the Notes will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a similar violation under any applicable Similar Law. 304

325 AVAILABLE INFORMATION Each purchaser of the Notes from an Initial Purchaser will be furnished with a copy of these listing particulars and any related amendments or supplements to these listing particulars. Each person receiving these listing particulars and any related amendments or supplements to these listing particulars acknowledges that: (1) such person has been afforded an opportunity to request from us, and to review and has received, all additional information considered by it to be necessary to verify the accuracy and completeness of the information herein; (2) such person has not relied on any of the Initial Purchasers or any person affiliated with any of the Initial Purchasers in connection with its investigation of the accuracy of such information or its investment decision; and (3) except as provided pursuant to paragraph (1) above, no person has been authorized to give any information or to make any representation concerning the Notes or each Note Guarantee other than those contained herein and, if given or made, such other information or representation should not be relied upon as having been authorized by either us or any of the Initial Purchasers. For so long as any of the Notes remain outstanding and are restricted securities within the meaning of Rule 144(a)(3) under the U.S. Securities Act, the Issuer will, during any period in which it is neither subject to the reporting requirements of Section 13 or 15(d) of the U.S. Exchange Act, nor exempt from the reporting requirements under Rule 12g3-2(b) of the U.S. Exchange Act, make available to any holder or beneficial owner of a Note, or to any prospective purchaser of a Note designated by such holder or beneficial owner, the information specified in, and meeting the requirements of, Rule 144A(d)(4) under the U.S. Securities Act upon the written request of any such holder or beneficial owner. Any such request in respect of the Notes, should be directed to the Issuer at 90 Chancery Lane, London WC2A 1EU. Ireland. All of the above documents will be made available at the offices of the listing agent for the Notes in The Issuer is not currently subject to the periodic reporting and other information requirements of the U.S. Exchange Act. However, pursuant to the Indenture, and for so long as the Notes are outstanding, the Issuer will agree to furnish periodic information to holders of the Notes. See Description of the Notes Certain Covenants Reports and Other Information. 305

326 INDEPENDENT AUDITORS The consolidated financial statements of AAG as of and for the year ended December 31, 2014, prepared in accordance with French GAAP and included in these listing particulars, have been audited by Deloitte & Associés, Cofigex and Ernst & Young et Autres, independent auditors, as stated in their reports appearing herein. The consolidated financial statements of AAG as of and for the year ended December 31, 2013 and the consolidated financial statements of Financière Poinsetia as of and for the year ended December 31, 2012, which were prepared in accordance with French GAAP, included in these listing particulars, have been audited by Deloitte & Associés and Cofigex, independent auditors, as stated in their reports appearing herein. The interim consolidated financial statements of AAG as of and for the nine months ended September 30, 2014 and 2015, which were prepared in accordance with French GAAP, included in these listing particulars, have been reviewed by Deloitte & Associés and Cofigex and Ernst & Young et Autres. 306

327 LEGAL MATTERS The validity of the Notes, the Note Guarantees and certain other legal matters are being advised upon for us by Simpson Thacher & Bartlett LLP, as applicable, with respect to matters of U.S. federal and New York state law and English law, and by Linklaters LLP, with respect to matters of French law and English law, and by Arendt & Medernach SA, with respect to matters of Luxembourg law. Certain legal matters in connection with the Offering will be advised upon for the Initial Purchasers by Cahill Gordon & Reindel (UK) LLP, with respect to matters of U.S. federal and New York state law and by Allen & Overy LLP, with respect to matters of English law and French law and Allen & Overy société en commandite simple (inscrite au barreau de Luxembourg) with respect to matters of Luxembourg law. 307

328 ENFORCEABILITY OF CIVIL LIABILITIES The Issuer is a public limited company incorporated in England and Wales, and its registered offices are at 11 Old Jewry, 7th Floor, London, EC2R 8DU. The Guarantors of the Notes are incorporated in and have their respective principal executive offices in England and Wales and France. The directors and executive officers of the Issuer and the Guarantors are not residents of the United States, and all of the assets of the Issuer and the Guarantors and such persons are located outside the United States. It may not be possible for investors to effect service of process within the United States upon the Issuer, a Guarantor or such persons or to enforce against any of the judgments obtained in U.S. courts predicated upon the civil liability provisions of the federal securities laws of the United States, and there is doubt as to the enforceability in England and Wales and France of civil liabilities predicated upon the federal securities laws of the United States, either in original actions or in actions for enforcement of judgments of U.S. courts. England The United States and England currently do not have a treaty providing for the reciprocal recognition and enforcement of judgments (as opposed to arbitration awards) in civil and commercial matters. Consequently, a final judgment for payment rendered by any federal or state court in the United States based on civil liability, would not automatically be recognized or enforceable in England and Wales. In order to enforce any such U.S. judgment in England and Wales, proceedings must first be initiated before a court of competent jurisdiction in England and Wales. In such an action, the English court would not generally reinvestigate the merits of the original matter decided by the U.S. court provided that it would usually be possible to obtain summary judgment on such a claim: the U.S. court being of competent jurisdiction over the original proceedings according to English rules of private international law; the U.S. judgment being final and conclusive on the merits in the sense of being final and unalterable in the court which pronounced it and being for a definite sum of money; the U.S. judgment not being for a sum payable in respect of taxes, or other charges of a like nature or in respect of a penalty or fine or otherwise based on a U.S. law that an English court considers to relate to penal, revenue or other public law; the U.S. judgment does not contravene English public policy; the U.S. judgment has not been arrived at by doubling, trebling or otherwise multiplying a sum assessed as compensation for the loss or damages sustained or is not otherwise specified in Section 5 of the Protection of Trading Interests Act 1980 (or is on a claim for contribution in respect of either such damages) or is based on measures designated by the Secretary of State under Section 1 of the Act; the U.S. judgment has not been obtained by fraud or in breach of English principles of natural justice or the principles of the European convention on Human Rights; the U.S. judgment is not inconsistent with an earlier judgment in proceedings between the same parties or their privies; the English enforcement proceedings were commenced within the relevant limitation period; the U.S. judgment was not obtained contrary to an agreement for the settlement of disputes under which the dispute in question was to be settled otherwise than by proceedings in a United States court (to whose jurisdiction the judgment debtor did not submit). There is doubt as to the enforceability in England and Wales of U.S. judgments in respect of civil judgments predicated purely on U.S. securities laws. 308

329 Only subject to the foregoing may investors be able to enforce in England judgments that have been obtained from U.S. federal or state courts. Notwithstanding the preceding, we cannot assure you that those judgments will be recognized or enforceable in England. Republic of France Our French counsel has advised us that the United States and France are not party to a treaty providing for reciprocal recognition and enforcement of judgments, other than arbitral awards, rendered in civil and commercial matters. Accordingly, a judgment rendered by any U.S. federal or state court based on civil liability, whether or not predicated solely upon U.S. federal or state securities laws, enforceable in the United States, would not directly be recognized or enforceable in France. A party in whose favor such judgment was rendered could initiate enforcement proceedings (exequatur) in France before the relevant civil court (Tribunal de Grande Instance). Enforcement in France of such U.S. judgment could be obtained following proper (i.e., non-ex parte) proceedings if the civil court is satisfied that the following conditions have been met (which conditions, under prevailing French case law, do not include a review by the French court of the merits of the foreign judgment): such U.S. judgment is enforceable in the jurisdiction of the court which rendered it; the subject matter of such U.S. judgment is sufficiently or substantially connected with the jurisdiction of the court that rendered it, the choice of the U.S. court was not fraudulent and French courts did not have exclusive jurisdiction to hear the matter; such U.S. judgment does not contravene French international public policy rules, both pertaining to the merits and the procedure of the case; such U.S. judgment is not tainted with fraud; and such U.S. judgment does not conflict with a French judgment or a foreign judgment that has become effective in France and there is no risk of conflict with proceedings pending before French courts at the time enforcement of the judgment is sought. In addition, please note that a clear position has not yet been established in French case law as to whether proceedings pending before French courts at the time the enforcement of the foreign judgment is sought and having the same or similar subject matter as this judgment may have an impact on enforcement in France of the foreign judgment (the courts may stay the exequatur proceedings). If the French civil court is satisfied that such conditions are met, the U.S. judgment will benefit from the res judicata effect as of the date of the decision of the French civil court and will thus be declared enforceable in France. However, the decision granting the exequatur is subject to appeal. In addition, the discovery process under actions filed in the United States could be adversely affected under certain circumstances by French law No of July 26, 1968, as modified by French laws No of July 16, 1980 and No of September 19, 2000 (relating to the communication of documents and information of an economic, commercial, industrial, financial or technical nature to foreign authorities or persons), which could prohibit or restrict obtaining evidence in France or from French persons in connection with a judicial or administrative U.S. action. Pursuant to the regulations above, the U.S. authorities would have to comply with international (the 1970 Hague Convention on the Taking of Evidence Abroad) and French procedural rules to obtain evidence in France or from French persons. Similarly, French data protection rules (law No of January 6, 1978 on data processing, data files and individual liberties, as most recently modified by law No of March 17, 2014) can limit under certain circumstances the possibility of obtaining information in France or from French persons in connection with a judicial or administrative U.S. action in a discovery context. We have been advised by our French counsel that if an original action is brought in France, French courts may refuse to apply foreign law (or part of foreign law) as designated by the applicable French rules of conflict or as chosen by the parties to govern their contract if its application is deemed to contravene French international public policy (as determined on a case-by-case basis by French courts) or in case of overriding 309

330 mandatory rules. In an action brought in France on the basis of U.S. federal or state securities laws, French courts may not have the requisite power to grant all the remedies sought. Pursuant to article 14 of the French Civil Code, a French national (either a company or an individual) may decide to bring an action before French courts in connection with the performance of obligations contracted by the foreign defendant in France with a French person or in a foreign country with a French person. Pursuant to Article 15 of the French Civil Code, a French national can be sued by a foreign claimant before French courts in connection with the performance of obligations contracted by the French national in a foreign country with the foreign claimant. These provisions also apply in the context of non-contractual obligations. For a long time, case law has interpreted these provisions as meaning that a French national, either claimant or defendant, could not be forced against its will to appear before a jurisdiction other than French courts. However, according to recent case law, the French courts jurisdiction over French nationals is no longer mandatory to the extent an action has been commenced before a court in a jurisdiction that has sufficient contacts with the dispute and the choice of jurisdiction is not fraudulent. More specifically, according to this recent case law, a French defendant can no longer challenge the jurisdiction of a foreign court on the basis of article 15 of the French Civil Code in circumstances where the foreign court has otherwise jurisdiction. In addition, French and foreign claimants may waive his or her rights respectively to benefit from the provisions of Articles 14 and 15 of the French Civil Code, including by way of conduct by voluntarily appearing before the foreign court. The French Supreme Court (Cour de cassation) considers that an asymmetric jurisdiction clause submitting one party to the exclusive jurisdiction of a court and giving another party the option to choose any competent jurisdiction is invalid, on the ground that it does not comply with the predictability requirement attached to jurisdiction clauses (decisions dated 26 September 2012, 25 March 2015 and 7 October 2015). In this last decision, the French Supreme Court admitted the validity of an asymmetric jurisdiction clause which submitted one party to the exclusive jurisdiction of a Court, whereas the other party was given an option between its own jurisdictions, the jurisdictions where it had suffered a harm or the jurisdiction where the other party had its seat, on the ground that it complied with the requirement of predictability attached to jurisdiction clauses. Accordingly, only asymmetric jurisdiction clauses that do not comply with the requirement of predictability are invalid and would not be binding on the party submitted to the exclusive jurisdiction of the designated court. Luxembourg Although there is no treaty between Luxembourg and the United States regarding the reciprocal enforcement of judgments, a valid final and conclusive judgment against any of the Luxembourg Guarantors with respect to the Note Guarantee obtained from a court of competent jurisdiction in the United States, which judgment remains in full force and effect after all appeals as may be taken in the relevant state or federal jurisdiction with respect thereto have been taken, may be recognized and enforced through a court of competent jurisdiction of Luxembourg subject to compliance with the enforcement procedures set out in Articles 678 et seq. of the Luxembourg Nouveau code de procédure civile being, together with applicable Luxembourg case law as follows: the foreign judgment must be enforceable in the country of origin; the court of origin must have had jurisdiction both according to its own laws and to the Luxembourg conflict of jurisdictions rules; the foreign proceedings must have been regular in light of the laws of the country of origin; the rights of defense must not have been violated; the foreign court must have applied the law which is designated by the Luxembourg conflict of laws rules, or, at least, the judgment must not contravene the principles underlying these rules; the considerations of the foreign judgment as well as the judgment as such must not contravene Luxembourg international public policy; the foreign judgment must not have been rendered as a result of or in connection with an evasion of Luxembourg law ( fraude a la loi ). 310

331 If an original action is brought in Luxembourg, without prejudice to specific conflict of laws rules, Luxembourg courts may refuse to apply the designated law if the choice of the foreign law was not made bona fide or if the foreign law was not pleaded and proved or if pleaded and proved, the foreign law was contrary to Luxembourg mandatory provisions (lois impératives) or incompatible with Luxembourg public policy rules. In an action brought in Luxembourg on the basis of U.S. federal or state securities laws, Luxembourg courts may not have the requisite power to grant the remedies sought. 311

332 LISTING AND GENERAL INFORMATION Listing Application has been made for listing particulars to be approved by the Irish Stock Exchange and for the Notes to be admitted to the Official List of the Irish Stock Exchange and admitted to trading on its Global Exchange Market. The Global Exchange Market is not a regulated market for the purposes of Directive 2004/39/EC. For so long as the Notes are listed on the Official List of the Irish Stock Exchange and the rules of that exchange require, electronic and/or physical copies of the following documents may be inspected and obtained at the specified office of the Registrar during normal business hours on any weekday: the organizational documents of the Issuer; our most recent Consolidated Financial Statements, and any interim financial statements published by us; the Indenture governing the Notes (which includes the form of the Notes); the Intercreditor Agreement; and the Collateral Documents, which create the security interests as contemplated by the Indenture. We have appointed Deutsche Bank Luxembourg S.A. as Irish transfer agent and listing agent. We reserve the right to change this appointment and we will publish notice of such change of appointment in a newspaper having a general circulation in Dublin (which is expected to be The Irish Times or, to the extent and in the same manner permitted by such rules, posted on the official website of the Irish Stock Exchange ( Application may be made to the Irish Stock Exchange to have the Notes removed from listing on the Official List of the Irish Stock Exchange for trading on the Global Exchange Market, including if necessary to avoid any new withholding taxes in connection with the listing. So long as the Notes are listed on the Official List of the Irish Stock Exchange for trading on the Global Exchange Market, the Notes will be freely transferable and negotiable in accordance with the rules of the Irish Stock Exchange. Clearing Information The Notes sold pursuant to Regulation S and Rule 144A have been, or will be, accepted for clearance through the facilities of Euroclear and Clearstream, Luxembourg. The Notes sold in reliance on Regulation S will initially have a different international securities identification number ( ISIN ) and a different common code from the Original Fixed Rate Notes and the Additional Fixed Rate Notes sold in reliance on Regulation S. Once the Notes sold in reliance on Regulation S become freely tradeable, such Notes and such Original Fixed Rate Notes and Additional Fixed Rate Notes will share the same ISIN and common code. The initial, temporary common code number and temporary ISIN for the Notes sold pursuant to Regulation S under the U.S. Securities Act are and XS , respectively. After the expiration of the 40-day period following the Issue Date, the common code number and ISIN for the Notes sold pursuant to Regulation S under the U.S. Securities Act will be and XS , respectively. The Notes sold in reliance on Rule 144A have the same ISIN and common code as, and became fungible with, the Original Fixed Rate Notes and Additional Fixed Rate Notes sold in reliance on Rule 144A immediately upon issuance. The common code and ISIN for such Notes, the Original Fixed Rate Notes and the Additional Fixed Rate Notes are and XS , respectively. 312

333 Legal Information The Issuer is a public limited company organized under the laws of England and Wales. Its registered office is at 90 Chancery Lane, London, WC2A 1EU and its telephone number is +44 (0) The directors of the Issuer, their business addresses and their functions are in the chart below. As the Issuer is a finance subsidiary of the Parent, the directors do not have operational roles within the Issuer. Lionel Assant 90 Chancery Lane, London WC2 1EU 8DU, United Kingdom Director of the Issuer Raphaël de Botton 90 Chancery Lane, London WC2 1EU 8DU, United Kingdom Director of the Issuer Jean-Jacques Lafont 90 Chancery Lane, London WC2 1EU 8DU, United Kingdom Director of the Issuer Alistair Brown 90 Chancery Lane, London WC2 1EU 8DU, United Kingdom Director of the Issuer There are no potential conflicts of interest between any duties of the Issuer s board of directors and their private interests and/or other duties. Except as disclosed in these listing particulars: there has been no significant change in our financial or trading position since September 30, 2015 and there has been no material adverse change in our prospects since December 31, 2014; and we have not been involved in any litigation, administrative proceeding or arbitration in the twelve months preceding the date of these listing particulars relating to claims or amounts which are material in the context of the issue of the Notes, and, so far as we are aware, no such litigation, administrative proceeding or arbitration is pending or threatened. The Issuer and the Guarantors have obtained all necessary consents, approvals and authorizations in the jurisdictions of their incorporation in connection with the issuance and performance of the Notes. The creation and issuance of the Notes was authorized by the Issuer s board of directors prior to the closing of the offering of the Notes. The Issuer estimates the total expenses related to the admission to trading to be approximately 4, The Issuer accepts responsibility for the information contained in these listing particulars. To the best of our knowledge, except as otherwise noted, the information contained in these listing particulars is in accordance with the facts and does not omit anything likely to affect the import of these listing particulars. 313

334 ANNEX A: SUMMARY OF CERTAIN DIFFERENCES BETWEEN FRENCH GAAP AND IFRS The unaudited historical consolidated financial statements for the nine months ended September 30, 2015 included elsewhere in these listing particulars, together with the notes thereto, have been prepared in accordance with generally accepted accounting principles in France ( French GAAP ). Significant differences exist between French GAAP and International Financial Reporting Standards as adopted by the European Union ( IFRS ) that may be material to the financial information presented therein. The discussion set forth below qualitatively summarizes certain differences identified between French GAAP as applied by the Group and IFRS, following a limited analysis of both sets of principles. The Group is responsible for preparing the summary below and has not prepared a reconciliation of its consolidated financial information from French GAAP to IFRS. These differences, which have not been quantified, were identified as potentially having an impact on total consolidated net result and shareholders equity. Had the Group undertaken such quantification or reconciliation, other potentially significant accounting and disclosure differences may have come to its attention, which are not identified below. Accordingly, there can be no assurance that these are the only differences in accounting principles that would have an impact on the Group s total consolidated net result or shareholders equity. In making an investment decision, investors must rely upon their own examination of the Group, the terms of the offering and the financial information. Potential investors should consult their own professional advisors for an understanding of the differences between French GAAP and IFRS and how those differences might affect the financial information herein. Potential investors should not take this summary to be an exhaustive list of all differences between French GAAP and IFRS. There may also be significant differences between the presentation of the Group s consolidated financial statements and the notes thereto and the presentation that would be required under IFRS. These differences have not been addressed in the discussion below. Acquisition Costs Related to Business Combinations Under French GAAP, acquisition costs incurred in relation to a business combination are capitalized as part of the cost of the business combination. Under IFRS, as a result of the application of the revised version of IFRS 3 Business Combinations (2008), acquisition-related costs are expensed as incurred in the period in which the costs are incurred and the services are received. Goodwill from Acquisitions or Combinations Under French GAAP, the Group capitalizes goodwill and amortizes it over 20 years. French GAAP require an impairment review of goodwill whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Under IFRS, goodwill is not amortized, but is tested for impairment annually and whenever there is an indication of impairment. Goodwill resulting from a business combination must be allocated to each of the acquirer s cash-generating units ( CGU ), or groups of CGUs, that are expected to benefit from the synergies of the combination. A CGU is typically at a lower level than a reporting unit. Each CGU or group of CGUs for goodwill impairment testing cannot be larger than an operating segment determined in accordance with IFRS 8 Operating Segments. The annual impairment test may be performed at any time during an annual period, provided the test is performed at the same time every year. The impairment test requires comparing the carrying amount of a CGU, or group of CGUs, including goodwill allocated, with the recoverable amount, defined as the higher of fair value less costs to sell or the value in use. If the carrying amount exceeds the recoverable amount, an impairment charge is recorded to reduce the carrying amount of the CGUs to its recoverable amount. The impairment charge is recognized first to reduce the carrying amount of goodwill allocated to the CGU (or group of CGUs) under review to zero. Allocation is then made to the CGUs (or group of CGUs) other assets pro rata on the basis of the carrying amount of each asset in the CGU (for group of CGUs). A-1

335 Financial Assets Under French GAAP, the Group records certain financial deposits under financial assets at cost. Under IFRS, entities may designate, at the time of acquisition or issuance, any financial asset or financial liability to be measured at fair value, with value changes recognized in profit or loss. This option is available even if the financial asset or financial liability would ordinarily, by its nature, be measured at amortized cost but only if fair value can be reliably measured. Cash and cash equivalents Under French GAAP, the Group records marketable securities at their acquisition price. Potential loss at year end is recorded under profit and loss. or gain. Under IFRS, marketable securities should be measured at fair value, meaning including potential loss Financial Liabilities Under French GAAP, the Group records financial liabilities, such as loans, at cost. Transaction costs incurred when entering loans may be capitalized as an asset, and amortized on a straight-line basis over the duration of the corresponding liability. Under IFRS, financial liabilities are initially measured at fair value less directly attributable transaction costs. Financial liabilities are subsequently measured at their amortized cost using the effective interest method. The amortized cost of a financial liability is the amount at which the financial liability is measured at initial recognition minus principal repayments, plus or minus the cumulative amortization using the effective interest method of any difference between that initial amount and the maturity amount. The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating the interest income or interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial liability or, when appropriate, a shorter period to the net carrying amount of the financial liability. When calculating the effective interest rate, cash flows are estimated considering all contractual terms of the financial instrument (such as prepayment, call and similar options) but not considering future credit losses. The calculation includes all fees and points paid or received between parties to the contract that are an integral part of the effective interest rate, transaction costs, and all other premiums or discounts. Derivative Financial Instruments Under French GAAP, derivatives are recognized at their face value. A liability should be recognized only for the negative fair value of a derivative that is not considered as an hedging instrument. The characteristics of these derivatives are disclosed in the notes to the financial statements as off-balance sheet items under French GAAP. Under IFRS, derivatives shall be measured and recognized at fair value through profit or loss, except for certain instruments qualifying in a cash-flow hedge relationship, which allows us to recognize the effective portion of their gains and losses in other comprehensive income. Debt/Equity Classification Under French GAAP, convertible bonds are recorded as a financial liability (at cost) and the preference shares issued by the consolidating entity are accounted for as equity. Under IFRS, a financial instrument issued by an entity can be: 1. Either classified as equity; or 2. classified as a debt instrument; or A-2

336 3. it can give rise to a split accounting when it is a compound instrument, i.e. when it includes both an equity component and a liability component. The classification is based on the analysis of the substance of the contractual terms of the instrument. Hence some financial instruments take the legal form of equity but are financial liabilities under IFRS. When an instrument includes an obligation for the issuer to deliver cash in the event of the occurrence of future events that are beyond its control, this gives rise to a financial liability (except if the obligation occurs only in the event of liquidation). For instance, a preference share that gives the holder the right to require the issuer to redeem the instrument at a particular date, gives rise to a financial liability. A preference share whose principal amount is never redeemable but embeds an obligation to pay interests (even named dividends ) if some uncontrolled future events occur, also gives rise to a financial liability. When separating an equity component and a liability component, the issuer of a compound instrument first determines the carrying amount of the liability component by measuring the fair value of a similar liability (including any embedded non-equity derivative features) that does not have an associated equity component. The carrying amount of the equity instrument is then determined by deducting the fair value of the financial liability from the fair value of the compound financial instrument as a whole. Employee Benefits Under French GAAP, the recognition of liabilities for long-term employee benefits is a preferential method. Actuarial gains and losses are recognized as profit or loss, or alternatively in accordance with the corridor method. Under IFRS, the net periodic benefit cost recognized for defined contribution plans is based on the contribution due from the employer in each period. The defined benefit obligation is the present value of benefits that have accrued to employees through services rendered up to that date, based on actuarial methods of calculation. IAS 19R includes a number of amendments to the accounting for defined benefit plans, including actuarial gains and losses that are now recognized in other comprehensive income (OCI) and permanently excluded from profit and loss; expected returns on plan assets that are no longer recognized in profit or loss, instead, there is a requirement to recognize interest on the net defined benefit liability (asset) in profit or loss, calculated using the discount rate used to measure the defined benefit obligation, and unvested past service costs are now recognized in profit or loss at the earlier of when the amendment occurs or when the related restructuring or termination costs are recognized. Joint Ventures Under French GAAP, Joint Ventures in a situation of joint control are consolidated on the basis of the proportionate consolidation method. Under IFRS, Joint Ventures are consolidated using the equity method (IFRS 11, effective as of January 1, 2014). Other Comment on The Income Statement Presentation The discussion set forth above summarizes certain differences identified between French GAAP as applied by the Group and IFRS, limited to differences potentially having an impact on total consolidated net result and shareholders equity. The Group has not performed a complete and detailed analysis of the impact of IFRS on the presentation of its income statement. However, the Group has identified certain differences impacting the net revenue presentation, including in relation with the accounting of direct sales. Other significant impact may likely impact the presentation of AAG s income statement. Impact of Certain Difference Between French GAAP and IFRS As explained in Presentation of Financial and Other Information, AAG has identified certain differences between French GAAP as applied by the Group and IFRS, following a limited analysis of the A-3

337 applicable rules. The differences presented in Presentation of Financial and Other Information are limited to differences potentially having an impact on total consolidated net result and shareholders equity for the periods presented. The Group has also identified certain differences impacting (i) AAG s net revenue presentation, in relation to the accounting of our direct sales, and (ii) AAG s operating result. AAG has not performed however a detailed analysis on other items other than mentioned above, and therefore other potentially significant additional adjustments may not be included in the presentation below, which may impact AAG s presentation of its income statement. Net revenue: AAG has identified a significant difference relating to the revenue recognition of direct sales, as under IFRS, direct sales for which AAG is not considered as the primary obligor with the meaning of Appendix 21 of IAS 18 would be presented net of the corresponding purchases of goods, instead of being presented on a gross basis according to French GAAP. IAS 18 states that, in an agency relationship, amounts collected on behalf of the principal are not revenue. In the case of our direct sales activity, purchase orders are placed by our affiliated distributors and clients directly to the suppliers, through our trading organization. AAG has not the primary responsibility for providing the goods, for example for being responsible for the acceptability of the products purchased by the client. AAG has not the latitude in establishing prices, for example by providing additional goods. We also do not bear the inventory risk, before or after the client s order. Therefore, we consider that, under IFRS, we cannot recognize the gross revenue of our direct sales activity. Instead, we shall recognize as revenue the volume rebates granted by our supplier in relation with those sales. We have identified other differences in relation with certain rebates that also have an impact on net revenue, but that we have not included in the table below, as we believe it does not significantly impact our EBITDA margin. Operating result: AAG has also identified certain differences relating to (i) the CVAE accounting CVAE (Cotisation sur la Valeur Ajoutée des Entreprises) which is a French business value added tax (sales less costs before interest and exceptional items), accounted for as an operating expense under French GAAP, but considered as being in the scope of IAS 12 (Income Taxes) under IFRS, and (ii) the discounts paid to our affiliates as a counterpart of their advanced payments, which are accounted for as financial result under French GAAP and for which a part is considered as rebates under IFRS. We present below the impact of the differences between French GAAP and IFRS for the items described above for the nine months ended September 30, 2015: Nine months ended September 30, 2015 ( in thousands, except percentages) Net revenue French GAAP ,344 Direct sales restatement... (459,536) Net Revenue Adjusted for Certain IFRS Presentation Differences ,808 Operating result French GAAP... 55,222 CVAE tax considered as corporate income tax... 2,436 Discounts paid partly considered as operating result... (992) Operating result Adjusted for Certain IFRS Presentation Differences... 56,666 Depreciation charges on fixed assets... 7,724 EBITDA Adjusted for Certain IFRS Presentation Differences... 64,390 Adjusted EBITDA margin Adjusted for Certain IFRS... Presentation Differences % A-4

338 UNAUDITED CONDENSED PRO FORMA FINANCIAL INFORMATION PRO FORMA FINANCIAL INFORMATION FOR THE YEAR ENDED DECEMBER 31, 2013 Pro forma Contribution of TPA Group Pro forma Contribution of Précisium Group Pro forma Contribution of FAI Group (excl. Précisium) AAG Legal Pro forma entries AAG Pro forma Audited Unaudited Unaudited Unaudited Unaudited Unaudited Sales of goods ,691 43, ,058 54,001 (43,100) 1,081,931 Services... 71, (99) 73,488 NET REVENUES ,244 44, ,999 54,172 (43,199) 1,155,419 Release of amortization and provisions 7, , ,344 Transfer of operating income... 3,179 2, ,404 (1,209) 6,141 Other income (373) 1,120 OPERATING INCOME ,300 47, ,470 56,401 (44,781) 1,173,024 Purchase of goods ,754 29, ,262 31,852 (43,114) 877,057 Inventory change... 2, (1,280) 0 1,522 Other purchases and external costs... 57,164 4,681 10,936 9,478 (1,592) 80,667 Other taxes... 8, , ,209 Wages and salaries... 71,605 7,058 4,747 9,688 (76) 93,022 Employee profit-sharing plan Social security charges... 24,622 2,606 2,824 2, ,881 OPERATING DEPRECIATION CHARGES AND PROVISION On fixed assets depreciation charges... 7, ,491 On current assets and provisions... 7, , ,201 Other expenses... 2, ,630 (859) 0 4,720 OPERATING EXPENSES ,711 46, ,709 53,542 (44,782) 1,121,490 OPERATING RESULT... 40,589 1,324 6,761 2, ,534 Notes to Unaudited Pro Forma Financial Information for the year ended December 31, 2013 The unaudited condensed combined pro forma consolidated income statements (hereafter referred to as the Pro Forma Financial Information ) of AAG for the year ended December 31, 2013 (hereafter referred to as the 2013 unaudited Pro Forma Financial Information ) have been included below for the purpose of presenting the effects of (i) the FAI Reorganization that has been completed on November 26, 2013 (for a description of the FAI Reorganization, please refer to Presentation of Financial and Other Information ), (ii) the acquisition of Précisium Groupe S.A.S. ( Precisium Group ) on April 10, 2013 (the Precisium Acquisition ) by FAI and (iii) the acquisition of TPA Acquisition S.A.S. ( TPA Group ) on July 4, 2013 (the TPA Acquisition and, together with the FAI Reorganization and the Precisium Acquisition, the 2013 Business Combinations ), adjusted as if the 2013 Business Combinations had occurred on January 1, The Pro Forma Financial Information is presented solely for illustrative purposes and does not provide for an indication of the results of operating activities or the financial position of the combined company that would have been obtained as of and for the period ended on December 31, 2013 had the 2013 Business Combinations been completed at January 1, Similarly, it does not provide for an indication of the future results of operating activities or financial position of AAG. Pro forma adjustments are based on available information and a number of assumptions considered reasonable by AAG. The Unaudited Condensed Pro Forma Financial Information does not reflect any cost savings or other synergies which may result from the 2013 Business Combinations and does not reflect any special items such as restructuring and integration costs which may be incurred in the future as a result of the 2013 Business Combinations. P-1

339 Such Unaudited Condensed Pro Forma Financial Information has not been prepared in accordance with the requirements of Regulation S-X of the U.S. Securities Act, the EU Prospectus Directive, or any generally accepted accounting standards. The Unaudited Condensed Pro Forma Financial Information has been derived from and should be read in conjunction with the consolidated financial statements of AAG as of and for the year ended December 31, 2013, which are included elsewhere in these listing particulars. Basis of Pro Forma Presentation The Unaudited Pro Forma Financial Information has been prepared using the acquisition method of accounting under French GAAP. The historical financial statements have been adjusted in the Unaudited Pro Forma Financial Information to give effect to pro forma events that are (i) directly attributable to the Business Combinations and (ii) factually supportable. The pro forma adjustments have been developed based on preliminary assumptions and estimates, including assumptions relating to allocation of the purchase price to the assets acquired and liabilities assumed from the companies part of the 2013 Business Combinations, based on preliminary estimates of fair value. In accordance with French GAAP, the purchase price allocation may be adjusted during the time interval ending with the close of the first financial year beginning after the acquisition (i.e. year ending December 31, 2014) and may, therefore, differ from that reflected in the unaudited Pro Forma Financial Information. The preparation of Unaudited Pro Forma Financial Information has been limited to presenting the effects of the 2013 Business Combinations on operating income and expenses. Additional pro forma adjustments would have been necessary to present a pro forma net income, especially, but not limited to, in relation to the following: To adjust goodwill amortization, To account for the full-year impact of the financing of 2013 Business Combinations, To adjust income tax Unaudited Pro Forma Financial Information The 2013 Unaudited Alliance Automotive Group Pro Forma has been prepared by aggregating: selected items derived from the audited consolidated income statement of AAG for the year ended December 31, 2013; Additional contributions, as follows: the consolidated income statement contribution of TPA Group (including TPA and CAR) for the year ended December 31, 2013 (12-months), based on audited statutory financial statements adjusted for consolidation purpose in order to conform to AAG s accounting policies and practices, and integrated for six months only in the audited consolidated income statement of AAG for the year ended December 31, 2013, as the TPA Acquisition has been completed on July 4, 2013; the consolidated income statement contribution of Precisium Group for the year ended December 31, 2013 (12-months), based on the financial statements audit clearance delivered by the statutory auditors adjusted for consolidation purpose in order to conform to AAG s accounting policies and practices, and integrated for one month only in the audited consolidated income statement of AAG for the year ended December 31, 2013, as the Precisium Acquisition has been completed on April 10, 2013 but only included in AAG historical financial statements for one month as at December 31, 2013 as a result of the FAI Reorganization completed on November 26, 2013; P-2

340 the consolidated income statement contribution of Group FAI for the year ended December 31, 2013, based on audited statutory financial statements of companies included in the FAI Group perimeter adjusted for consolidation purpose in order to conform to AAG s accounting methods, and integrated for one month only in the audited consolidated income statement of AAG for the year ended December 31, 2013, as explained above; pro forma adjustments to eliminate certain intercompany transactions between Precisium Group, TPA Group and FAI Group, which would have been eliminated had these entities been part of the same group from January 1, Summary of pro forma scope of consolidation assumptions used Included in the historical consolidated income statement of AAG Included in the unaudited pro forma income statement Pro forma Group/Entity acquired contribution Historical AAG Group months 12 months TPA Group... 6 months 6 months 12 months Precisium Group... 1 month 11 months 12 months FAI Group... 1 month 11 months 12 months The 2013 Unaudited Pro Forma Financial Information of AAG presented in this section differs from the pro forma statement of income included in the note b. Impact on the 2013 profit of the main acquisitions to the audited financial statements of AAG as of and for the year ended December 31, 2013, included elsewhere in these listing particulars, as a result of an 8 million reclassification affecting sale of goods and purchase of goods as well as other reclassifications made to conform to the presentation in the consolidated financial statements of AAG. P-3

341 Index to Financial Statements Page Alliance Automotive Group unaudited consolidated interim financial statements as of and for the nine months ended September 30, 2015 and 2014 Independent auditors limited review report... F-2 Consolidated balance sheet... F-6 Consolidated income statement... F-8 Notes to the consolidated financial statements... F-10 Alliance Automotive Group audited consolidated financial statements as of and for the year ended December 31, 2014 Independent auditors report... F-28 Consolidated balance sheet... F-31 Consolidated income statement... F-33 Notes to the consolidated financial statements... F-35 Alliance Automotive Group audited consolidated financial statements as of and for the year ended December 31, 2013 Independent auditors report... F-54 Consolidated balance sheet... F-57 Consolidated income statement... F-59 Notes to the consolidated financial statements... F-61 Financière Poinsetia audited consolidated financial statements as of and for the year ended December 31, 2012 Independent auditors report... F-80 Consolidated balance sheet... F-83 Consolidated income statement... F-85 Notes to the consolidated financial statements... F-87 F-1

342 Alliance Automotive Group STATUTORY AUDITORS REVIEW REPORT ON THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS Period from January 1 to September 30, 2015 F-2

343 COFIGEX DELOITTE & ASSOCIES ERNST & YOUNG et Autres 64, rue La Boétie 185, avenue Charles de Gaulle 1/2, place des Saisons Paris Neuilly-sur-Seine Cedex Courbevoie Paris-La Défense 1 S.A. au capital de S.A. au capital de S.A.S. à capital variable Commissaire aux Comptes Commissaire aux Comptes Commissaire aux Comptes Membre de la Compagnie Membre de la Compagnie Membre de la Compagnie régionale de Paris régionale de Versailles régionale de Versailles Alliance Automotive Group STATUTORY AUDITORS REVIEW REPORT ON THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS Period from January 1 to September 30, 2015 To the Chairman, In our capacity as statutory auditors of Alliance Automotive Group and in accordance with your request in connection with the bond issue offer of Alliance Automotive Finance plc, we have performed a review of the accompanying interim consolidated financial statements of Alliance Automotive Group related to the period from January 1 to September 30, Management is responsible for the preparation and presentation of these interim consolidated financial statements approved by you as of January 28, Our role is to express a conclusion on these interim consolidated financial statements based on our review. We conducted our review in accordance with professional standards applicable in France. A review consists of making inquiries, primarily of persons responsible for financial and accounting matters and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with professional standards applicable in France and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim consolidated financial statements are not prepared, in all material respects, in accordance with the accounting rules and principles applicable in France. F-3

344 This report is governed by French law. The courts of France shall have exclusive jurisdiction over any claim, dispute or difference resulting from our engagement letter or the present report, or any related matters. Each party irrevocably waives its right to oppose any action brought before French courts, to claim that the action is being brought before an illegitimate court or that the courts have no jurisdiction. Paris, Neuilly-sur-Seine and Paris-La Défense, January 29, 2016 The statutory auditors COFIGEX DELOITTE & ASSOCIES ERNST & YOUNG et Autres Olivier Parigi Jean-Marie Le Guiner Luc Derrien F-4

345 CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED SEPTEMBER 30 th, 2015 SUMMARY 1. CONSOLIDATED BALANCE SHEET AS AT SEPTEMBER 30 th, F-6 2. CONSOLIDATED INCOME STATEMENT FOR THE PERIOD ENDED SEPTEMBER 30 th, F-8 3. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS... F-10 A. Significant events of the period... F-10 B. Scope of consolidation... F-11 C. Accounting policies... F-13 D. Details of major items in balance sheet and income statement... F-17 F-5

346 1. CONSOLIDATED BALANCE SHEET AS AT SEPTEMBER 30 th, 2015 BALANCE SHEET ASSETS Gross Amortization 30/09/ /12/ /09/2014 book and Net book Net book Net book In thousands of euros value Depreciation value value value INTANGIBLE ASSETS R & D expenditures, clientele 1, ,665 1, Licences, patents and similar rights 13,196 9,307 3,889 3,482 3,176 Goodwill 321, , , , ,617 Other intangible assets Advance payments on intangible assets TANGIBLE ASSETS Land 1, ,532 1,785 1,910 Buildings, fixtures and fittings 23,005 14,576 8,429 8,038 8,272 Machinery, plants and equipment 35,878 27,817 8,060 7,444 6,292 Other tangible assets 56,295 39,679 16,616 14,526 14,573 Fixed assets in progress Payments in advance FINANCIAL ASSETS Equity accounted investments Investments 3,130 1,467 1, Receivables from equity interests Receivables from equity investments (0) Other capitalized securities Loans 2, ,438 9,326 1,345 Other financial assets 2, ,757 2,361 2,271 NON CURRENT ASSETS 464, , , , ,146 INVENTORIES AND WORK IN PROGRESS 0 Raw materials and supplies Work in progress goods Work in progress services Goods 154,238 13, , , ,458 Payments on account to suppliers ACCOUNTS RECEIVABLES Trade and other receivables 259,052 20, , , ,780 Other receivables 78, ,923 57,863 70,825 Deferred Tax Assets 18, ,117 18,106 13,619 CASH AND SHORT TERM DEPOSITS Marketable securities Cash and cash equivalents 81, ,255 68,064 56,773 ACCRUALS & PREPAYMENTS 0 Prepaid expenses 11, ,245 9,563 15,894 CURRENT ASSETS 603,055 34, , , ,072 Deferred charges ,281 TOTAL 1,067, , , , ,499 F-6

347 BALANCE SHEET LIABILITIES In thousands of euros 30/09/ /12/ /09/2014 Share capital 54,428 54,968 54,727 Share premium, merger premium Legal reserve Group retained earnings (48,399) (55,345) (55,804) Prior year loss to be allocated to group retained earnings (10,002) 9,016 9,016 Currency translation adjustment (825) (909) (661) GROUP PROFIT/(LOSS) FOR THE YEAR 8,549 (13,458) 6,590 EQUITY ATTRIBUTABLE TO OWNERS OF THE GROUP 5,039 (4,347) 15,249 Non controlling interests 11,198 10,419 10,497 Non controlling interest share of profit for the year 3,284 3,720 3,507 NON CONTROLLING INTERESTS 14,481 14,139 14,004 Provisions for liabilities 3,353 4,058 5,307 Provisions for charges 8,437 8,059 8,212 Provisions for deferred tax ,200 PROVISIONS FOR LIABILITIES AND CHARGES 12,163 12,491 16,719 FINANCIAL LIABILITIES Subordinated loan 147, , ,402 Bank borrowings 9,894 10,143 10,603 Bank overdrafts 20,679 29,389 24,461 Loans and other financial liabilities 245, ,730 2,041 OPERATING LIABILITIES Trade payables 265, , ,734 Taxes and social liabilities 58,848 44,745 44,680 OTHER LIABILITIES Liabilities on fixed assets and related accounts Other creditors 36,866 39,193 46,474 ACCRUALS AND DEFERRED INCOME Deferred income 3,682 2,799 4,875 DEBTS 789, , ,527 TOTAL 820, , ,499 F-7

348 2. CONSOLIDATED INCOME STATEMENT FOR THE PERIOD ENDED SEPTEMBER 30 th, 2015 STATEMENT OF INCOME & EXPENDITURE 30/09/ /12/ /09/2014 In thousands of euros (9 months) (12 months) (9 months) Sales of goods 910,937 1,073, ,362 Services 83, ,674 62,966 NET REVENUES 994,344 1,180, ,328 Release of amortization and provisions 8,451 9,952 5,650 Transfer of operating income 2,808 3,995 3,100 Other income 1, ,043 OPERATING INCOME 1,006,752 1,195, ,121 Purchase of goods 746, , ,597 Inventory change (1,223) (4,204) (981) Other purchases and external costs 65,500 81,365 61,350 Other taxes 9,715 11,294 8,187 Wages and salaries 84, ,394 74,651 Employee profit-sharing plan Social security charges 26,087 32,371 24,900 OPERATING DEPRECIATION CHARGES AND PROVISIONS On fixed assets 7,724 11,525 8,053 On current assets and provisions 9,586 11,874 8,386 Other expenses 2,787 4,632 2,164 OPERATING EXPENSES 951,530 1,138, ,015 OPERATING RESULT 55,222 57,029 43,105 FINANCIAL INCOME Financial income from investments Financial income from equity interests Other interest and similar income Discounts received Provision reversals and expense transfers 194 1, FINANCIAL INCOME 950 2,620 1,883 Depreciation amortization and charges Interests payable and similar charges 19,833 40,707 18,433 Discounts allowed 1,139 1,370 1,273 FINANCIAL EXPENSES 20,972 42,317 19,706 NET FINANCIAL RESULT (20,021) (39,697) (17,824) RESULT BEFORE TAX AND EXTRAORDINARY ITEMS 35,200 17,332 25,281 F-8

349 STATEMENT OF INCOME & EXPENDITURE 30/09/ /12/ /09/2014 In thousands of euros (9 months) (12 months) (9 months) Extraordinary income on operating activities Extraordinary income on equity transactions 1,629 1, Reversal of provisions and charges transferred EXTRAORDINARY INCOME 2,173 1, Extraordinary expenses on operating activities 1,202 13,313 1,489 Extraordinary expenses on equity transactions 1, Extraordinary expenses depreciation and increases in provisions EXTRAORDINARY EXPENSES 2,750 14,368 2,080 EXTRAORDINARY RESULT (576) (12,685) (1,319) Income tax expense 10,426 9,669 7,504 Deferred income tax (201) (10,785) (4,957) PROFIT FROM FULLY CONSOLIDATED COMPANIES 24,400 5,764 21,414 Share of results of an associate 6 0 GROUP PROFIT (before goodwill amortization) 24,406 5,764 21,415 Attributable to non-controlling interests 3,284 3,720 3,507 Attributable to the owners of the parent 21,122 2,044 17,908 Goodwill amortization of fully consolidated companies 12,573 15,501 11,319 NET CONSOLIDATED PROFIT/(LOSS) 11,833 (9,738) 10,097 Attributable to non controlling interests 3,284 3,720 3,507 Attributable to the owners of the parent 8,549 (13,458) 6,590 Earnings per share F-9

350 3. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS These notes to the consolidated financial statements aim at providing relevant information on the Group. As a consequence, they only include significant items that are not already disclosed on the face of the balance sheet or the income statement. Figures presented in the tables of these notes are expressed in thousands of euros, with comments in millions of euros. The notes do not contain all the information required for full annual financial statements and should be read together with the consolidated financial statements for the year ended December 31 st The interim financial statements are prepared using the accounting policies applied in the Group financial statements for the year ended December 31 st A. Significant events of the period I. CHANGE OF SHAREHOLDER As a reminder, on 1 st of December 2014, the parent company of the A.A.G group (Alliance Automotive Participations S.A. also referred to as «Luxco2») was acquired by the company Alizée Bidco Ltd (recently renamed Alliance Automotive Investment). Weinberg Capital Partners, a shareholder since 2006 through its indirect shareholding in Alliance Automotive Participations, sold its indirect shareholding in Alliance Automotive Group to the Blackstone investment fund on the 1 st of December Thus, for the period starting January 1 st 2014 to September 30 th 2014, the group was held by Weinberg Capital Partners whereas from January 1 st 2015 to September 30 th 2015, the group was held by Blackstone. II. REFINANCING OF THE GROUP 2014 Events: As a result of the Blackstone investment fund acquisition of a stake in the group, a refinancing of the group debt took place on the 1 st of December The company Aliance Automotive Finance plc (formerly Alizé Finco plc) sister company of Alliance Automotive Investment Ltd (formerly Alize Bidco Ltd), issued debenture loan notes of 325M. Part of these loan notes were reassigned to the following companies: Alliance Automotive Group for 149.1M and Alliance Automotive France for 50.7M. The loan notes have an annual interest rate of 6.58%. The funds generated from the issuance of these loan notes have been used to reimburse the following debts: Debenture loan notes held by A.A.F for 37.9M issued at the time of the November 2013 refinancing. Debenture loan notes held by A.A.G for 147.1M issued at the time of the November 2013 refinancing. Furthermore, 14.6M was paid to settle the contractual obligation to pay interest over the remaining term until November 27 th As a result of the change of shareholder and refinancing, the convertible debenture bond holders (Luxco 2 renamed Alliance Automotive Participations SA) renounced to their right to convert their bonds into equity shareholdings of the A.A.G group. Finally and as a result of this refinancing operation, A.A.F issued loans of 1M to its subsidiary company TPA and 2M to its subsidiary company CAR. F-10

351 A. Significant events of the period (Continued) 2015 Events A complementary 65 M debenture loan notes was issued. As of September 30, 2015, AAG is now paying (since mid-may 2015) a 6.58% interest charge remunerating million amortizable funding loans from Alliance Automotive Investment Ltd) when Financing in place as of September 30 th, 2014 was based on a million private bond with 8.00% interest rate. In terms of comparability, it should be noted that funding for the period from January 1 st 2014 to September 30 th 2014 corresponded to the private bond. Regarding the period from January 1 st 2015 to September 30 th 2015, the financial debt corresponded to the different financing obtained from Alliance Automotive Investment. However, the costs associated with funding changes impact the financial statements dated December 1 st As a result, refinancing-related costs does not affect the periods ended September 30 th 2014 and September 30 th III. CORPORATE REORGANIZATION 2014 Events: Financière Alliance Industrie was merged into ALLIANCE AUTOMOTIVE France on the 7 th of January 2014 with retrospective effect from January 1 st The group organization chart was simplified in the second semester of 2014, impacting the subsidiaries of Alliance Automotive France, the detail of which is disclosed in note VI. The shareholding of the Company Gauss was previously held by the company 3G (79%) and by Groupauto Union UK (21%). As at 30/09/2015, the shareholding of Gauss is split as follows: The Company 3G holds 33% The Company Groupauto Union UK holds 33% The Company Précisium Group holds 33% B. Scope of consolidation I. CONSOLIDATION CRITERIA The subsidiaries, joint ventures and the affiliated companies placed under direct control or indirect control of the ultimate parent company, or placed under companies in which the ultimate parent company has control, joint control or has a significant influence are included within the scope of the consolidation. Control is deemed to exist when the Group has the power to determine, either directly or indirectly, the financial and operating policies of the company such as to benefit from the said company s operations. Control is assessed on the basis of actual and potential voting rights. The companies in which the Group has joint control with a limited number of partners as a result of a contractual agreement are consolidated suing the proportional integration method. All significant companies of the Group have been consolidated. II. SUBSEQUENT EVENTS 3G acquired 100% of the Group Gallays on December 15 th Denis André has been nominated A.A.G. Chairman as of December 23 rd III. ORGANISATION CHART The group completed a corporate reorganization during the period (with retrospective effect from 1 st of January 2014) which resulted in the following operations: As at September 30 th 2014: Groupe SARA absorbed CD DISTRIBUTION, LIMOUX, PAPA and OMNIA F-11

352 B. Scope of consolidation (Continued) PILAYROU absorbed Etablissements PILAYROU LE HELLO absorbed Etablissements LE HELLO BESNARD et GERARD absorbed Etablissements BESNARD & GERARD and the company BESNARD & GERARD SAINT MALO LAPAUZE absorbed Etablissements Paul LAPAUZE STEIMA PLSN absorbed the companies STEIMA and PLSN Etablissements STIPA absorbed the company STIPA GROUPE PENE absorbed Etablissements PEGORIER COMPTOIR DU FREIN absorbed the companies COMPTOIR DU FREIN 25 and PINOT PIECES SERVICES TPA absorbed the company MORIN As at September 30 th 2015: MESNIL ACCESSOIRES absorbed HOMACO THERET absorbed its subsidiaries PANSIER absorbed its subsidiaries IV. COMPANIES INCLUDED WITHIN THE CONSOLIDATION SCOPE The list of consolidated companies is presented on page F-23. During the period starting January 1st 2015, AAG Group made the following acquisitions: Alliance Automotive U.K. acquired 100% of the company CT Autoparts on January 9 th Alliance Automotive France acquired 100% of the Group Techni Freins on January 15 th Alliance Automotive U.K. acquired 100% of the group UAN on the February 27 th Alliance Automotive France also acquired 100% of the Group Théret on March 3 rd Alliance Automotive U.K. acquired 100% of the company Motex on March 31 st Alliance Automotive U.K. acquired 100% of the company CAT on June 30 th Alliance Automotive France also acquired 100% of the Group Chambon on July 21 th Alliance Automotive U.K. acquired 100% of the company Frenco on August 12 th Alliance Automotive France acquired 100% of the Group Saint Amand Service France on May 6 th 2015 Alliance Automotive U.K. acquired 100% of the company IFS on June 30 th As a reminder, AAG Group acquired the following entities in 2014: ALLIANCE AUTOMOTIVE France acquired 100 % of the company PEGORIER on the 2 nd of April This Company has been fully consolidated with retrospective effect from the 1 st of January ALLIANCE AUTOMOTIVE France acquired 100 % of the company HOMACO on the 5 th of February This Company has been fully consolidated from the 1 st of January 2014 BJ MARSHALL and MOTOFACTS were acquired by ALLIANCE AUTOMOTIVE UK in June 2014 and March 2014 respectively. They have been fully consolidated from their date of acquisition. ALLIO and BIGWHEELS acquired at the end of 2013 have been fully consolidated for the first time from the 1 st of January F-12

353 C. Accounting policies I. BASIS OF PREPARATION The consolidated financial statements have been prepared in accordance with French GAAP applying the ruling issued by the CRC Comité de Réglementation Comptable on April 29 th, 1999, completed by dispositions on the CNC 99-R-01 recommendation, as approved on June 22 nd, 1999 by ministerial decree. II. CHANGES IN ACCOUNTING POLICY & DISCLOSURES The accounting policies remain the same as those used in the preparation of the prior year consolidated financial statements. The group s activity is not significantly seasonal in nature. III. VALUATION METHODS a. Intangible assets Patents, licenses and other intangible assets have been valued at their acquisition cost excluding any expenses incurred for their acquisition. These items are amortized over their estimated useful life, being from 1 to 3 years. b. Goodwill When the Group acquires other companies, any goodwill, calculated as the difference between the cost of acquisition of the shareholding and the group s share of the acquired net assets, is allocated between the assets and liabilities identified at the acquisition date. Any positive residual amount which cannot be allocated to separately identifiable assets and liabilities is recorded as goodwill in the balance sheet. At the very least, the value of the acquired net assets at the acquisition date is: Reduced for any amounts of goodwill or unidentified intangible assets, included in the acquired net assets, Reduced by the creation of a provision for retirement indemnities, the value of which is determined in compliance with the Group s rules. In addition, cash-generating units have been defined. They represent the different activities (trading groups and distribution activities) and the two geographical locations in which the Group operates (distribution in France, distribution in England, trading groups in France and trading group in England). The amortization period of goodwill is presented below: Acquisition of entities with sales revenues less than 50 m : 10 years Acquisitions of entities with sales revenues greater than 50 m : 20 years As part of the preparation of the annual accounts, the recoverable amount of goodwill is estimated when an indicator of impairment is deemed to exist. To determine the value-in-use, management estimates the future cash flows which it expects to be generated from the assets, or the cash generating units of the entity, and then applies an adequate discount rate to determine the present value of these future cash flows. c. Tangible assets Tangible assets are valued at their acquisition cost. The method and rates of annual depreciation applied by the Groups are as follows: Fixtures and fittings 5 to 10 years Straight-line Installations and facilities 5 years Machinery and equipment 3 to 10 years Transport equipment 4 years Office equipment 4 to 10 years Furniture 5 to 10 years F-13

354 C. Accounting policies (Continued) d. Financial assets Non-consolidated shareholdings correspond to investments, which, if included within the scope of consolidation, would have no significant impact. They are valued at their acquisition cost. Shareholdings are depreciated when their inventory value is lower than their book value. e. Valuation of Inventories Materials and goods have been valued at their acquisition cost using the weighted average purchase cost method. Storage costs are not included in the valuation of inventory. The gross book value of goods and supplies includes shipping costs and is presented net of year-end rebates. Provisions for depreciation of inventories are determined by examining the date of the last sale for each referenced article included within inventory. f. Receivables and debts All receivables and debts have been valued at their nominal value. When necessary, receivables are depreciated to reflect any loss in value due to anticipated difficulties in recovering the receivable. Discounted bills are posted in trade receivables in the balance sheet and are not considered as off balance sheet commitments. All receivables and debts are due within less than one year except financial debts and receivables related to the competitiveness-employment income tax credit ( Crédit d Impôt pour la Compétitivité et l Emploi CICE ). The group has recognized the income tax credit from the C.I.C.E (corresponding to 6% of those gross salary costs lower than 2.5 times the 2014 minimum wage) as a reduction of employee costs. It should be noted that the CICE tax credit was subject to a pre-financing arrangement with the banks. Financial debts maturity dates are disclosed on page F-20. g. Deferred costs The deferred loan issuance costs related to the refinancing operation in November 2013 have been released to the income statement following the recent refinancing completed on December 1 st This expense was accounted as an extraordinary expense. h. Provisions for liabilities and charges Provisions for liabilities and charges include principally 7.9 m for the provision for retirement indemnities. This provision is calculated for all Group employees except for those covered by an endowment fund to which their respective group company contributes. For group companies who depend on the car services sector employees collective agreement none of the commitment has been provided for given that the totality of the retirement indemnities are covered by the healthcare organization IRP AUTO prévoyance-santé. The provision was calculated in accordance with French GAAP applying the recommendation no F-14

355 C. Accounting policies (Continued) The following assumptions have been made to determine the provision for retirement indemnities: Nature Hypothesis Discount rate 1,50% Mortality rate INSEE Salary escalation rate Managers 2,80% Employees 2% Exit rate Managers 4,20% Employees 5,60% Retirement conditions Managers 63 years old for employees born before 01/01/1956, 64 years old for employees born after 01/01/1956 Employees 62 years old for employees born before 01/01/1956, 63 years old for employees born after 01/01/1956 Modalities of employee retirement At the initiative of employee 90% At the initiative of employer 10% Social charges Manager: 48% Employees 33% Provisions for risk recorded in the balance sheet are a result of litigation with third parties (customers, suppliers, employees). i. Deferred tax Deferred tax is calculated on an annual basis using the liability method. The deferred tax has been established using a 34.43% tax rate for French entities and a 24% tax rate for English entities. Deferred tax assets This balance sheet item mainly consists of future tax savings arising from Losses carried forward mainly coming from the parent companies A.A.G, FINANCIERE PRECISIUM and from group DELAHAY, tax deductions expected from share acquisition costs which are written-off over 5 years, deferred taxes arising from temporary differences related to holiday pay provisions, provisions for retirement indemnities and accrued expenses (Organic tax, social contributions to induce construction efforts, employee-participation schemes). Given the prospects of future profitability, the deferred tax assets recognized on available losses as at September 30 th 2015 amount to: 0,7 m from the DELAHAY tax group; 12,0 m from the A.A.G tax group; 0,3 m from the FINANCIERE PRECISIUM tax group. j. Marketable securities Marketable securities have been valued at their acquisition cost excluding incidental expenses incurred by their acquisition. The need for a provision is determined by comparing the acquisition cost value to the probable realizable value of the marketable securities. F-15

356 C. Accounting policies (Continued) k. Conversion method All assets and liabilities items, monetary or non-monetary, are converted at the year-end closing exchange rate. Revenues and expenses are converted using the average exchange rate for the period. l. Tax group All French subsidiaries for which Alliance Automotive Group has at least a 95% shareholding as at September 30 th 2015 opted for the implementation of an integrated tax group. Précisium, 3G (with the exception of the companies APO, Magne et Cabor) and Groupe Delahay subgroups also opted for this tax group regime with Financière Précisium, 3G and Groupe Delahay. IV. BASIS OF CONSOLIDATION a. Adjustments The following items have been subject to adjustment upon consolidation: Balance sheet and income statement intra-group accounts have been eliminated Distributions from consolidated subsidiaries are neutralized (dividends) Depreciation of the shareholdings of consolidated entities have been eliminated Gains on intercompany sales of property, plant and equipment or other assets have been eliminated Margin in inventories due to internal sales has been eliminated Finance lease contracts, The group has opted for recording a provision for retirement indemnities and accounted for finance lease contracts in the balance sheet, both in accordance with preferential methods. b. Closing date All entities within the scope of consolidation have a financial year end close of December 31 st. F-16

357 D. Details of major items in balance sheet and income statement I. FIXED ASSETS a. Change in gross book value of fixed assets excluding goodwill Change in First-time consolidation Exchange In K 31/12/2014 Acquisitions Disposals Reclassification consolidation scope differences 30/09/2015 Development costs 201 (124) (12) 65 Licences, patents and similar rights 11,673 1,280 (236) (27) 13,196 Clientele, leasehold right 1, (95) 56 1,782 Other intangible fixed assets (33) (0) 756 Advance payments on intangible assets 17 (17) Intangible fixed Assets 13,811 1,970 (364) (39) 56 15,799 Land 2,156 6 (438) 166 (0) 1,891 Building and fixtures and fittings 21, (665) 5 2,025 (1) 60 23,005 Plants, machinery, equipment and tooling 32,996 2,181 (1,265) 363 1,803 (424) ,878 Motor vehicles 7,692 1,533 (542) 1,368 (37) 70 10,084 Furniture, computer and office equipment 15, (461) 76 3,314 (35) ,182 Other tangible fixed assets 24,447 1,079 (689) 100 1,317 (258) 31 26,029 Fixed asset in progress (0) (90) Advance payments on tangible assets (0) (338) Tangible fixed assets 104,889 6,360 (3,622) (321) 10,270 (756) ,725 Equity accounted investments Investments in nonconsolidated associates 1,709 1,506 (86) 0 (0) 3,130 Receivables from equity interest Receivables from controlled entities (64 83 Accrued interest on receivables (30) 63 Held-to maturity securities 109 (27) Non-current loans 9, (8,113) 1,690 Current loans Deposits 2, (0) 177 (19) 2,762 Financial assets 14,323 1,988 (8,321) 0 1,289 (19) 9,261 Total 133,023 10,318 (12,307) 0 11,605 (814) ,786 F-17

358 D. Details of major items in balance sheet and income statement (Continued) b. Changes in amortization and depreciation excluding goodwill Change in First-time consolidation Exchange En milliers d'euros 31/12/2014 Amortization Disposals Reclassification consolidation scope differences 30/09/2015 Development costs (3) (83) (10) 60 Licences, patents and similar rights 8,139 1,253 (243) (15) 9,307 Clientele, leasehold right (47) (1) (4) 123 Other intangible fixed assets (1) 679 Avances & acomptes sur immo. incorporelles 3 (3) (0) Intangible fixed assets 8,896 1,509 (297) (25) (4) 10,168 Land (154) Buildings and fixtures and fittings 13, (693) 154 1,171 (0) 15 14, 576 Plants, machinery, equipment and tooling 25,553 2,490 (1,383) (473) 1,776 (172) 26 27,817 Motor vehicles 6,328 1,303 (554) (368) 540 (22) 31 7,257 Furniture, computer and office equipment 11, (444) 365 2,999 (19) (5) 15,511 Other tangible fixed assets 15,271 1,049 (688) (91) 20 16,911 Tangible fixed assets 72,532 6,389 (3,761) (46) 7,522 (304) 97 82,432 Total 81,428 7,898 (4,058) 0 7,564 (329) 94 92,599 II. GOODWILL 30/09/ /12/2014 Opening Gross Value 293, ,295 Changes in scope 27,704 7,013 Other changes Closing gross value 321, ,540 Opening accumulated amortization (104,589) (89,051) Provisions (12,573) (15,533) Reversals 32 Other changes (36) (37) Closing accumulated amortization (117,197) (104,589) Opening net value 188, ,245 Closing net value 204, ,952 III. INVENTORY AND WORK IN PROGRESS Gross value Provision Net book value Net book value In thousands of euros 30/09/ /09/ /09/ /12/2014 Raw materials 299 (121) Work in progress: goods Work in progress: services Finished goods 153,939 (12,913) 141, ,676 Total 154,759 (13,034) 141, ,148 F-18

359 D. Details of major items in balance sheet and income statement (Continued) IV. RECEIVABLES Gross Value Depreciation Net value Net value In K 30/09/ /09/ /09/ /12/2014 Trade receivables 259,052 (20,911) 238, ,348 Advances and prepayments Tax and social security receivables 25,179 25,179 16,422 Other receivables 53,405 (697) 52,709 41,373 Total other receivables 78,620 (697) 77,923 57,863 Total 337,659 (21,609) 316, ,211 V. SHAREHOLDERS EQUITY SHAREHOLDERS' EQUITY ATTRIBUTABLE Share Foreign TO OWNERS Non- SHARE- Share premium Retained Result for Currency OF THE Controlling HOLDERS' ( in thousands) Capital reserve earnings the period Translation GROUP Interest EQUITY December 31, , (42,282) (4,311) (1,066) 7,965 13,390 21,355 Distribution of previous year results (150) (150) (3,339) (3,489) Share capital increase Result for the period (13,457) (13,457) 3,720 (9,737) Appropriation of the result (4,311) 4, Other variations , ,425 December 31, , (45,846) (13,457) (909) (4,347) 14,141 9,794 Distribution of previous year results 0 (3,010) (3,010) Share capital decrease (541) (541) 0 Result for the period 8,549 8,549 3,284 11,833 Appropriation of the result (13,457) 13, Other variations (92) 1, , September 30, , (57,918) 8,549 (825) 5,039 14,481 19,520 VI. PROVISIONS Contributions, Change in mergers, scope of Exchange In K 31/12/2014 Provisions Reversals divisions consolidation differences 30/09/2015 Provisions for risks 4, (1,120) 34 (35) 2 3,353 Provisions for charges 8, (49) 143 (304) 2 8,437 Provisions pour impôts différés Provisions for risks and charges 12,490 1,000 (1,170) 177 (339) 4 12,163 Receivables due from equity investments 1,518 (51) 1,467 Held-to maturity securities 147 (63) 83 Non current loans Deposits 5 5 Provisions on financial assets 2,259 3 (114) 2,148 Raw materials and stored purchases (187) (217) 121 Goods 10,975 5,753 (5,009) 1,223 (222) ,912 Provisions on inventories 11,379 5,874 (5,196) 1,223 (439) ,033 Trade and other receivables 18,808 4,039 (2,536) 623 (159) ,911 Other receivables (80) (0) 697 Provision for depreciation 19,461 4,164 (2,616) 623 (159) ,609 The provisions for charges recorded in the balance sheet include 7.9 M related to the provision for employee retirement indemnities. F-19

360 D. Details of major items in balance sheet and income statement (Continued) VII. CASH, LOANS & FINANCIAL DEBT Contributions, mergers, Changes in Exchange En milliers d'euros 31/12/2014 Increase Decrease divisions scope Other differences 30/09/2015 Debenture loan notes (a) 140,562 7,900 (667) 147,795 Borrowings and other financial liabilities (b) 202,730 50,519 (5,275) (2,127) (136) 245,712 Bank loans 7,095 (4,003) 90 2,127 5,310 Finance leases 3,048 2,570 (1,401) 584 (216) 4,584 Total borrowings & financial liabilities 353,435 60,989 (11,346) 674 (136) 403,401 Investment securities 29 (792) Cash at bank 68,064 5,012 6,438 (112) 1,853 81,255 Bank overdrafts (29,389) 8,916 (769) 652 (89) (20,679) Total cash & cash equivalents 38,704 5,012 8,124 6,439 1,764 60,583 (a) The loan debenture notes are composed of 139.9M of loans issued by A.A.G which were subscribed by the shareholders and the associated capitalized interest (b) The loans subscribed by Alliance Automotive France for 50.7M and by Alliance Automotive Group for 149.1M, as a result of the refinancing are included in the caption «Loans and other financial debts» as at 31 December Loan maturity: Within 1 year 1 to 5 years + 5 years Total Debenture loan notes , ,562 Bank loans 2,608 4, ,095 Finance leases 1,626 1,423 3,048 Borrowings and other financial liabilities 3, , ,729 Total 8,023 5, , ,435 VIII. NON-FINANCIAL DEBT In K 30/09/ /12/2014 Trade payables and related accounts 265, ,555 Advances and prepayments 29 2,763 Tax and social security 58,848 44,395 Payables on purchase of fixed assets 11 Other payables 36,837 36,429 Deferred income 3,682 2,799 Total other liabilities, accruals and deferred income 99,396 86,400 Total non-financial liabilities 364, ,955 IX. SALES REVENUES AND OPERATING PROFIT BY GEOGRAPHICAL LOCATION The geographical location of the group s consolidated sales revenues and operating profit can be split as follows: 30/09/ /09/2014 Operating Operating In K Revenues profit Revenues profit France 737,357 43, ,085 36,349 UK 256,987 11, ,243 6,756 TOTAL 994,344 55, ,328 43,105 F-20

361 D. Details of major items in balance sheet and income statement (Continued) X. FINANCIAL RESULT In K 30/09/ /09/2014 Interest and related income 950 1,883 Interest paid on bond loans (7,899) (5,922) Interest paid on other loans (10,791) (11,223) Discounts allowed (1,139) (1,273) Other interest paid (1,143) (3,171) Financial result (20,021) (19,706) Financial gains mainly include the release of provisions on investments in other companies disposals during the year. XI. TAX PROOF 30/09/ /09/2014 Profit attributable to the owners of the parent company 7,777 6,590 Profit attributable to non-controlling interests 3,284 3,507 11,061 10,097 Amortization expense and Net Book Value of Goodwill 12,573 11,319 Consolidated income tax: French entities 6,801 1,604 Foreign entities: UK 3, Consolidated Profit before tax and goodwill amortization 33,859 23,964 Consolidated Profit before tax and goodwill amortization: french entities 18,991 18,523 Consolidated Profit before tax and goodwill amortization: foreign entities UK 14,868 5,440 Theoretical Income tax expense (36% french entities; 22,7 % foreign entities) 10,307 7, Income tax expense in income statement 10,225 2,548 C.I.C.E 1, Unrecognized available tax losses brought forward (392) (466) Recognized available tax losses brought forward 5,000 Correction of prior year tax expense (105) Exceptional contribution Tax sur dividends (405) (309) Others (130) 43 10,307 7,838 F-21

362 D. Details of major items in balance sheet and income statement (Continued) XII. CONSOLIDATED STATEMENT OF CASHFLOWS In K 30/09/ /12/ /09/2014 Net income from consolidated companies 11,833 (9,737) 10,097 Elimination of income and expenditure with no cash impact or not related to normal operating activities Amortizations and depreciations 20,192 34,113 18,914 Change in deferred taxes (201) (10,785) (4,953) Capitalized interests 11,214 8,441 8,744 Gains on disposals, net of tax (161) (168) 348 Gross cash flow from consolidated companies 42,877 21,864 33,150 Change in operating working capital requirement (13,556) 3,982 (13,305) Net cash flows from (used in) operating activities 29,321 25,846 19,845 Purchase of tangible and intangible assets (8,316) (9,038) (5,645) Tangible and intangible asset disposals, net of tax 1, Impact of changes in consolidation scope (43,264) (6,364) (2,335) Acquisition of shares in non-consolidated entities (1,474) Net cash flows from (used in) investing activities (51,425) (14,813) (7,245) Dividends paid to equity holders of the parent Dividends paid to non-controlling interests (3,083) (3,499) (3,558) Share capital increase/(decrease) Acquisition-related debt of consolidated companies (6,021) (6,021) Financial debt issues & repayments 55, ,931 Loan issue expenses Loan repayments (10,266) (192,161) (4,251) Net cash flow from (used in) financing activities 42,304 (5,750) (13,830) Impact of exchange rate fluctuations 1,679 1,877 2,020 Net cash flow 21,879 7, Cash and cash equivalents as at 1 January 38,704 31,544 31,544 Cash and cash equivalents as at 31 December 60,583 38,704 32,334 Movement in cash & cash equivalents 21,879 7, XIII. OFF BALANCE SHEET COMMITMENTS As a result of the group refinancing completed on December 1 st 2014, the group parent company and certain of its direct and indirect subsidiaries have given the following guarantees to the banks which provided the group financing: The group parent company issued a pledge upon its shareholdings in the subsidiary companies Alliance Automotive France and Alliance Automotive UK, as well as upon its bank accounts and the inter-company receivables due by Alliance Automotive France. Alliance Automotive France issued a pledge upon its shares held in TPA and Financière Précisium, as well as upon its bank accounts and the inter-company receivables due from CAR Distribution, TPA and Alliance Automotive UK. TPA issued a pledge upon its shares held in CAR Distribution, as well as upon its bank accounts CAR Distribution issued a pledge upon its bank accounts Furthermore, as «Obligor» and «Guarantor» within the financing agreements, Alliance Automotive Group, Alliance Automotive France, TPA and CAR Distribution each provided individual sureties. F-22

363 D. Details of major items in balance sheet and income statement (Continued) XIV. RELATED PARTY TRANSACTIONS 30/09/2015 Balance sheet (in K ) Asset Liability Loan to Alliance Automotive Holding Debenture notes Alliance Automotive Participations 147,795 Loan from Alliance Automotive Investment 244,402 Income statement Costs Revenues Financial costs Alliance Automotive Investment 11,714 Financial costs Alliance Automotive Participations 7,899 XV. AVERAGE NUMBER OF EMPLOYEES 30/09/ /12/2014 Distribution France 2,275 2,254 Précisium Groupe Groupauto UK Total 3,631 3,356 XVI. LIST OF CONSOLIDATES COMPANIES AS AT SEPTEMBER 2015 Method Entity Shareholding of Consolidation ALLIANCE AUTOMOTIVE GROUP 100% Parent Company ALLIANCE AUTOMOTIVE France 100% Full Integration SOCALPPA 100% Full Integration GROUPE AIM 100% Full Integration BESNARD ET GERARD 100% Full Integration TOUL GAZ SCI 100% Full Integration HIOT 100% Full Integration COLLET 100% Full Integration LE HELLO 100% Full Integration LAPAUZE 100% Full Integration MESNIL ACCESSOIRES 100% Full Integration PILAYROU 100% Full Integration PLSN 100% Full Integration RISSO 100% Full Integration ROUSSEL 100% Full Integration STEIMA 100% Full Integration GROUPE VIDALAUTO 100% Full Integration ETS STIPA 100% Full Integration GROUPE COMPTOIR DU FREIN 100% Full Integration GROUPE LE FLOCH 100% Full Integration STEREC SCI 100% Full Integration ADF 100% Full Integration AEDS 100% Full Integration DPA 100% Full Integration APLS 100% Full Integration MAIMONE 100% Full Integration GROUPE SARA 100% Full Integration GROUPE PENE 100% Full Integration GROUPE HDP 76% Full Integration AFQ EURL 100% Full Integration FADR 100% Full Integration ALLIANCE AUTOMOTIVE ESPANA 39% Proportional Integration ALLIANCE AUTOMOTIVE INDUSTRIE 34% Equity F-23

364 D. Details of major items in balance sheet and income statement (Continued) Method Entity Shareholding of Consolidation GROUPE VDB 100% Full Integration NORMANDIE ACCESSOIRES 100% Full Integration TPA 100% Full Integration CAR 100% Full Integration Groupe TECHNIFREINS 100% Full Integration CHAMBON 100% Full Integration Groupe THERET 100% Full Integration Groupe SASF 100% Full Integration 3G SA 76% Full Integration 3G EA 76% Full Integration STAR G 76% Full Integration GAUSS 87% Full Integration SMEA GEP 76% Full Integration CAL 76% Full Integration GAU INTERNATIONAL 24% Proportional Integration APO 76% Full Integration MAGNE 76% Full Integration G STORE FORFAIT 76% Full Integration CABOR NEGOCE 76% Full Integration FINANCIERE PRECISIUM 87% Full Integration PRECISIUM GROUP 87% Full Integration GEFA 87% Full Integration DFA 85% Full Integration AS 87% Full Integration STARIS 61% Full Integration ALLIO 85% Full Integration ALLIANCE AUTOMOTIVE UK 100% Full Integration DORSET 53% Full Integration F-24

365 D. Details of major items in balance sheet and income statement (Continued) XVII. ORGANIZATION CHART a. Group corporate structure b. Division Groupauto c. Division Precisium F-25

366 D. Details of major items in balance sheet and income statement (Continued) d. Division Distribution Alliance Automotive France (Distribution Subsidiaries) 100% 100% 100% 100% 100% A EDS A.D.F. Groupe Pene Comptoir du Frein Techni Freins TPA 100% 100% 38,00% Groupe Vandenberghe Alliance Espagne 100% 100% 100% Super Freins 1 00% Nomandie 100% 100% SCI Vandenberghe 100% Collet Steima - Plsn F.S.P.L Car Distribution AFQ Accessoires Industrie 100% Centre Technique du 100% 100% Frein 1 00% 100% 100% 34% 100 % Etablissements Stipa Le Hello Lapauze SCI de Bastogne Alliance Auto Industrie FADR Atlantique 100% Accessoires Diffusion 100% Dpa 100% 100% Saint Amand Service 100 % Socalppa Theret France 100% Plateforme 100% AAD 9 Preference Grand 100% 100% Risso Chambon Ouest 100% Chambon 100% Roussel 100% Vidal 100% Besnard & Gerard 100% Pilayrou 26,72% 73% Maimone 100% SCI Toulglaz 100% Apls 100% A.I.M. 100% 100% Groupe Sara SCI % Etab. Pierre Sara 100% Groupe Le Floch 95% Figa 100% SCI Sterec 100% Sabatie 100% Hiot 100% Mesnil Accessoires 100% Sodipl 100% Technodis F-26

367 CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31 st, 2014 SUMMARY Independent auditors report to Alliance Automotive Group... F CONSOLIDATED BALANCE SHEET AS AT DECEMBER 31 st, F CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED DECEMBER 31 st, F NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS... F-35 A. Significant events during the year... F-35 B. Scope of consolidation... F-36 C. Accounting policies... F-37 D. Details of major items in balance sheet and income statement... F-41 F-27

368 Alliance Automotive Group Société par Actions Simplifiée 59, avenue Victor Hugo Paris STATUTORY AUDITORS REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS Year ended December 31, 2014 This is a free translation into English of the statutory auditors report on the consolidated financial statements issued in the French language and is provided solely for the convenience of English speaking users. The statutory auditors report includes information specifically required by French law in such reports, whether modified or not. This information is presented below the opinion on the consolidated financial statements and includes explanatory paragraphs discussing the auditors assessments of certain significant accounting and auditing matters. These assessments were made for the purpose of issuing an audit opinion on the consolidated financial statements taken as a whole and not to provide separate assurance on individual account captions or on information taken outside of the consolidated financial statements. This report also includes information relating to the specific verification of information given in the Group s management report. This report should be read in conjunction with, and is construed in accordance with, French law and professional auditing standards applicable in France. F-28

369 COFIGEX DELOITTE & ASSOCIES ERNST & YOUNG et Autres 64, rue la Boétie 185, avenue Charles de Gaulle 1/2, place des Saisons PARIS Neuilly-sur-Seine Cedex Paris-La-Défense S.A. au capital de S.A. au capital de S.A.S. à capital variable Alliance Automotive Group Société par Actions Simplifiée 59, avenue Victor Hugo Paris STATUTORY AUDITORS REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS Year ended December 31, 2014 To the Shareholders, In compliance with the assignment entrusted to us by your Annual General Meetings, we hereby report to you, for the year ended December 31, 2014, on: the audit of the accompanying consolidated financial statements of Alliance Automotive Group; the justification of our assessments; the specific verification required by law. These consolidated financial statements have been approved by the Chairman. Our role is to express an opinion on these consolidated financial statements based on our audit. 1. Opinion on the consolidated financial statements We conducted our audit in accordance with professional standards applicable in France. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit involves performing procedures, using sampling techniques or other methods of selection, to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made, as well as the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. In our opinion, the consolidated financial statements give a true and fair view of the assets and liabilities and of the financial position of the Group as at December 31, 2014 and of the results of its operations for the year then ended in accordance with French GAAP. 2. Justification of our assessments In accordance with the requirements of article L of the French Commercial Code (Code de Commerce) relating to the justification of our assessments, we bring to your attention the following matters: The Note Significant events to the consolidated financial statements describes the terms and conditions of the refinancing carried out during the year. Our work consisted in assessing the correct accounting treatment in the financial statements, on the basis of the available information, and in verifying that the notes to the consolidated financial statements provide appropriate disclosure. F-29

370 Goodwill is valued and determined based on the method described in the Note 3-C-III-b to the consolidated financial statements. We verified that Note 3-C-III-b to the consolidated financial statements provides appropriate disclosure. Deferred tax assets are recognized as indicated in the Note 3-C-III-i to the consolidated financial statements. We have examined the financial forecasts and assumptions used and verified that Note 3-C-III-i to the consolidated financial statements provides appropriate disclosure. These assessments were made as part of our audit of the consolidated financial statements taken as a whole, and therefore contributed to the opinion we formed which is expressed in the first part of this report. 3. Specific verification As required by law, we have also verified the information presented in the Group s management report in accordance with professional standards applicable in France. We have no matters to report as to its fair presentation and its consistency with the consolidated financial statements. Paris, Neuilly-sur-Seine and Paris-La Défense, April 16, 2015 The Statutory Auditors COFIGEX DELOITTE & Associés ERNST & YOUNG et Autres Olivier PARIGI Jean-Marie LE GUINER Luc DERRIEN F-30

371 1. CONSOLIDATED BALANCE SHEET AS AT DECEMBER 31 st, 2014 BALANCE SHEET ASSETS Gross Amortization 31/12/ /12/2013 book and Net book Net book In thousands of euros value Depreciation value value INTANGIBLE FIXED ASSETS R & D expenditures, clientele 1, , Licences, patents and similar rights 11,673 8,190 3,482 2,978 Goodwill 293, , , ,245 Other intangible fixed assets Advance payments on intangible fixed assets TANGIBLE FIXED ASSETS Land 2, ,785 1,434 Buildings 21,108 13,070 8,038 8,532 Machinery, plants, equipment and tooling 32,996 25,553 7,444 9,558 Other tangible fixed assets 48,065 33,538 14,526 12,685 Tangible fixed assets in progress Payments in advance FINANCIAL FIXED ASSETS Investments 1,709 1, ,593 Receivables from equity interests Other capitalized securities Loans 9, ,326 1,381 Other financial fixed assets 2, ,361 2,171 NON CURRENT ASSETS 426, , , ,421 INVENTORIES AND WORK IN PROGRESS Raw materials and supplies 1, Work in progress goods Work in progress services Goods 138,651 10, , ,750 Payments on account to suppliers ACCOUNTS RECEIVABLES Trade and other receivables 227,155 18, , ,500 Other receivables 58, ,863 36,494 Deferred Tax Assets 18, ,106 9,225 CASH AND SHORT TERM DEPOSITS Marketable securities Cash and cash equivalents 68, ,064 53,650 ACCRUALS & PREPAYMENTS Prepaid expenses 9, ,563 10,457 CURRENT ASSETS 521,961 30, , ,058 Deferred charges TOTAL 948, , , ,770 F-31

372 BALANCE SHEET LIABILITIES In thousands of euros 31/12/ /12/2013 Share capital 54,968 54,727 Share premiums, merger premiums, contribution premiums Legal reserve 482 Group retained earnings (55,345) (36,974) Prior year loss to be allocated to group retained earnings 9,016 (5,308) Foreign currency translation adjustment (909) (1,066) 0 GROUP LOSS FOR THE YEAR (13,458) (4,311) SHAREHOLDERS EQUITY ATTRIBUTABLE TO OWNERS OF THE GROUP * (4,347) 7,965 Non controlling interests 10,419 10,601 Non controlling interest share of loss for the year 3,720 2,789 NON CONTROLLING INTERESTS 14,139 13,390 Provisions for liabilities 4,058 3,903 Provisions for charges 8,059 7,816 Provisions for deferred tax 373 3,761 PROVISIONS FOR LIABILITIES AND CHARGES 12,491 15,480 FINANCIAL LIABILITIES Convertible bonds 140, ,081 Bank borrowings 10, ,579 Loans and other financial liabilities 202,730 7,399 Bank overdrafts 29,389 26,743 OPERATING LIABILITIES Trade payables and related accounts 237, ,825 Tax and social liabilities 44,745 35,759 OTHER LIABILITIES Liabilities on fixed assets and related accounts Other creditors 39,193 36,678 ACCRUALS AND DEFERRED INCOME Deferred income 2,799 2,631 DEBTS 707, ,935 TOTAL 729, ,770 F-32

373 2. CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED DECEMBER 31 st, 2014 STATEMENT OF INCOME & EXPENDITURE In thousands of euros 31/12/ /12/2013 Sales of goods 1,073, ,691 Services 107,674 71,553 NET REVENUES 1,180, ,244 Release of amortization and provisions 9,952 7,982 Transfer of operating income 3,995 3,179 Other income OPERATING INCOME 1,195, ,300 Purchase of goods 888, ,754 Inventory change (4,204) 2,210 Other purchases and external costs 81,365 57,164 Other taxes 11,294 8,534 Wages and salaries 100,394 71,605 Employee profit-sharing plan Social security charges 32,371 24,622 OPERATING DEPRECIATION CHARGES AND PROVISIONS On fixed assets : depreciation charges 11,525 7,939 On current assets and provisions 11,874 7,619 Other expenses 4,632 2,605 OPERATING EXPENSES 1,138, ,711 OPERATING RESULT 57,029 40,589 FINANCIAL INCOME Financial income from equity interests Other interests and similar income Discounts received Provision reversals and expense transfers 1,991 FINANCIAL INCOME 2,620 1,407 Depreciation amortization and charges Interests payable and similar charges 40,707 18,878 Discounts allowed 1,370 1,370 FINANCIAL EXPENSES 42,317 20,272 NET FINANCIAL RESULT (39,697) (18,865) RESULT BEFORE TAX AND EXTRAORDINARY ITEMS 17,332 21,724 F-33

374 STATEMENT OF INCOME & EXPENDITURE In thousands of euros 31/12/ /12/2013 Extraordinary income on operating activities Extraordinary income on equity transactions 1,008 14,490 Reversal of provisions and charges transferred EXTRAORDINARY INCOME 1,684 14,650 Extraordinary expenses on operating activities 13,313 3,304 Extraordinary expenses on equity transactions ,191 Extraordinary expenses depreciation and increases in provisions EXTRAORDINARY EXPENSES 14,368 16,648 EXTRAORDINARY RESULT (12,685) (1,997) Income tax expense 9,669 7,710 Deferred income tax (10,785) 1,213 PROFIT FROM FULLY CONSOLIDATED COMPANIES 5,764 10,804 Results of equity affiliates 0 GROUP PROFIT (before goodwill amortization) 5,764 10,804 Attributable to non-controlling interests 3,720 2,789 Attributable to the owners of the parent 2,044 8,057 Goodwill amortization of fully consolidated companies 15,501 12,326 NET CONSOLIDATED PROFIT/(LOSS) (9,738) (1,522) Attributable to non controlling interests 3,720 2,789 Attributable to the owners of the parent (13,458) (4,311) F-34

375 3. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS These notes to the consolidated financial statements aim at providing relevant information on the Group. As a consequence, they only include significant items that are not already disclosed on the face of the balance sheet or the income statement. Figures presented in the tables of these notes are expressed in thousands of euros, with comments in thousands of euros. It is difficult to compare the annual accounts for the year ended 31 December 2014 and the prior year ended 31 December 2013 due to the acquisitions of the PRECISIUM and TPA groups in The 2013 accounts include the financial information of TPA for six months and the Financière Alliance Industrie scope of consolidated entities, including the sub-group PRECISIUM, for one month. We refer the readers of these accounts to the 12 month pro-forma income statement presented on page 10 of the notes to the 2013 consolidated financial statements. A. Significant events during the year I. CHANGE OF SHAREHOLDER On the 1 st of December 2014, the ultimate parent company of the A.A.G group (Alliance Automotive Participations S.A. also referred to as «Luxco2») was acquired by the company Alizée Bidco Ltd (recently renamed Alliance Automotive Investment). Weinberg Capital Partners, a shareholder since 2006 through its indirect shareholding in Alliance Automotive Participations, sold its indirect shareholding in Alliance Automotive Group to the Blackstone investment fund on the 1 st of December II. REFINANCING OF THE GROUP As a result of the Blackstone investment fund acquisition of a stake in the group, a refinancing of the group debt took place on the 1 st of December The company Alizé Finco plc (recently renamed Alliance Automotive Finance), sister company of Alizé Bidco Ltd, issued debenture loan notes of 325M. Part of these loan notes were reassigned to the following companies: Alliance Automotive Group for 149.1M and to Alliance Automotive France for 50.7M. The loan notes have an annual interest rate of 6.58%. The funds generated from the issuance of these loan notes have been used to reimburse the following debts: Debenture loan notes held by A.A.F for 37.9M issued at the time of the November 2013 refinancing. Debenture loan notes held by A.A.G for 147.1M issued at the time of the November 2013 refinancing. Furthermore, 14.6M was used to cancel the contractual obligation to pay interest over the remaining term until November 27 th, As a result of the change of shareholder and refinancing, the convertible debenture bond holders (Luxco 2) renounced to their right to convert their bonds into equity shareholdings of the A.A.G group. Finally and as a result of this refinancing operation, A.A.F issued loans of 1M to its subsidiary company TPA and 2M to its subsidiary company CAR. III. CORPORATE REORGANIZATION ALLIANCE AUTOMOTIVE France acquired the remaining 17.4% of the shareholding of the TPA group on March 31 st, Financière Alliance Industrie was merged into ALLIANCE AUTOMOTIVE France on the 7 th of January 2014 with retrospective effect from January 1 st, The group organization chart was simplified in the second semester of 2014, impacting the subsidiaries of Alliance Automotive France, the detail of which is disclosed in note VI. F-35

376 A. Significant events during the year (Continued) The shareholding of the Company Gauss was previously held by the company 3G (79%) and by Groupauto Union UK ( 21%). As at 31/12/2014 the shareholding of Gauss is split as follows: The Company 3G holds 33% The Company Groupauto Union UK holds 33% The Company Précisium Group holds 33% B. Scope of consolidation IV. CONSOLIDATION CRITERIA The subsidiaries, joint ventures and the affiliated companies placed under direct control or indirect control of the ultimate parent company, or placed under companies in which the ultimate parent company has control, joint control or has a significant influence are included within the scope of the consolidation. Control is deemed to exist when the Group has the power to determine, either directly or indirectly, the financial and operating policies of the company such as to benefit from the said company s operations. Control is assessed on the basis of actual and potential voting rights. The companies in which the Group has joint control with a limited number of partners as a result of a contractual agreement are consolidated suing the proportional integration method. All significant companies of the Group have been consolidated. V. SUBSEQUENT EVENTS Alliance Automotive U.K. acquired 100% of the company CT Autoparts on January 9 th, Alliance Automotive France acquired 100% of the Group Techni Freins on January 15 th, Alliance Automotive U.K. acquired 100% of the group UAN on February 27 th, Alliance Automotive France also acquired 100% of the Group Théret on March 3 rd, Alliance Automotive U.K. acquired 100% of the company Motex on March 31 st, VI. ORGANISATION CHART The group completed a corporate reorganization during the year 2014 (with retrospective effect from 1 st of January 2014) which resulted in the following operations: Groupe SARA absorbed CD DISTRIBUTION, LIMOUX, PAPA and OMNIA PILAYROU absorbed Etablissements PILAYROU LE HELLO absorbed Etablissements LE HELLO BESNARD et GERARD absorbed Etablissements BESNARD & GERARD and the company BESNARD & GERARD SAINT MALO LAPAUZE absorbed Etablissements Paul LAPAUZE STEIMA PLSN absorbed the companies STEIMA and PLSN Etablissements STIPA absorbed the company STIPA GROUPE PENE absorbed Etablissements PEGORIER COMPTOIR DU FREIN absorbed the companies COMPTOIR DU FREIN 25 and PINOT PIECES SERVICES TPA absorbed the company MORIN F-36

377 B. Scope of consolidation (Continued) VII. COMPANIES INCLUDED WITHIN THE CONSOLIDATION SCOPE The list of consolidated companies is presented on page F-49. During the 2014 financial year, AAG Group made the following acquisitions: ALLIANCE AUTOMOTIVE France acquired 100% of the company PEGORIER on April 2 nd, This Company has been fully consolidated with retrospective effect from January 1 st, ALLIANCE AUTOMOTIVE France acquired 100% of the company HOMACO on February 5 th, This Company has been fully consolidated from January 1 st, 2014 BJ MARSHALL and MOTOFACTS were acquired by ALLIANCE AUTOMOTIVE UK in June 2014 and March 2014 respectively. They have been fully consolidated from their date of acquisition. ALLIO and BIGWHEELS acquired at the end of 2013 have been fully consolidated for the first time from January 1 st, C. Accounting policies I. BASIS OF PREPARATION The consolidated financial statements have been prepared in accordance with French GAAP applying the ruling issued by the CRC Comité de Réglementation Comptable on April 29 th, 1999, completed by dispositions on the CNC 99-R-01 recommendation, as approved on June 22 nd, 1999 by ministerial decree. II. CHANGES IN ACCOUNTING POLICY & DISCLOSURES The accounting policies remain the same as those used in the preparation of the prior year consolidated financial statements. The group activity is not significantly seasonal in nature. III. VALUATION METHODS a. Intangible fixed assets Patents, licenses and other intangible fixed assets have been valued at their acquisition cost. These items are amortized over their estimated useful life, being from 1 to 3 years. b. Goodwill When the Group acquires other companies, any goodwill, calculated as the difference between the cost of acquisition of the shareholding and the group s share of the acquired net assets, is allocated between the assets and liabilities identified at the acquisition date. Any positive residual amount which cannot be allocated to separately identifiable assets and liabilities is recorded as goodwill in the balance sheet. Shares acquisition cost corresponds to purchase price plus any associated acquisition costs (net of income tax). At the very least, the value of the acquired net assets at the acquisition date is: Reduced by any amounts of goodwill or unidentified intangible assets, included in the acquired net assets. Reduced by the creation of a provision for retirement indemnities, the value of which is determined in compliance with the Group s rules. In addition, cash-generating units have been defined. They represent the different activities (trading groups and distribution activities) and the two geographical locations in which the Group operates (distribution in France, distribution in England, trading groups in France and trading group in England). F-37

378 C. Accounting policies (Continued) The amortization period of goodwill is presented below: Acquisition of entities with sales revenues less than 50 m : 10 years Acquisitions of entities with sales revenues greater than 50 m : 20 years As part of the preparation of the annual accounts, the recoverable amount of goodwill is estimated when an indicator of impairment is deemed to exist. To determine the value-in-use, management estimates the future cash flows which it expects to be generated from the assets, or the cash generating units of the entity, and then applies an adequate discount rate to determine the present value of these future cash flows. c. Tangible fixed assets Tangible fixed assets are valued at their acquisition cost. The method and rates of annual depreciation applied by the Groups are as follows: Fixtures and fittings 5 to 10 years Straight-line Installations and facilities 5 years Machinery, equipment and tooling 3 to 10 years Transport equipment 4 years Office equipment 4 to 10 years Furniture 5 to 10 years d. Financial fixed assets Non-consolidated shareholdings correspond to investments, which, if included within the scope of consolidation, would have no significant impact. They are valued at their acquisition cost. Shareholdings are depreciated when their inventory value is lower than their book value. e. Valuation of Inventories Materials and goods have been valued at their acquisition cost using the weighted average purchase cost method. Storage costs are not included in the valuation of inventory. The gross book value of goods and supplies includes shipping costs and is presented net of year-end rebates. Provisions for depreciation of inventories are determined by examining the date of the last sale for each referenced article included within inventory. f. Receivables and debts All receivables and debts have been valued at their nominal value. When necessary, receivables are depreciated to reflect any loss in value due to anticipated difficulties in recovering the receivable. Discounted bills are posted in trade receivables in the balance sheet and are not considered as off balance sheet commitments. All receivables and debts are due within less than one year except financial debts and receivables related to the competitiveness-employment income tax credit ( Crédit d Impôt pour la Compétitivité et l Emploi CICE ). The group has recognized the income tax credit from the C.I.C.E (corresponding to 6% of those gross salary costs lower than 2.5 times the 2014 minimum wage) as a reduction of employee costs. It should be noted that the CICE tax credit was subject to a pre-financing arrangement with the banks. Financial debts maturity dates are disclosed on page F-45. g. Deferred costs The deferred loan issuance costs related to the refinancing operation in November 2013 have been released to the income statement following the refinancing completed on December 1 st, This expense was accounted for as an extraordinary expense. F-38

379 C. Accounting policies (Continued) h. Provisions for liabilities and charges Provisions for liabilities and charges include principally 7.7 m for the provision for retirement indemnities. This provision is calculated for all Group employees except for those covered by an endowment fund to which their respective group company contributes. For group companies who depend on the car services sector employees collective agreement, none of the commitment has been provided for given that the totality of the retirement indemnities are covered by the healthcare organization IRP AUTO prévoyance-santé. The provision was calculated in accordance with French GAAP applying the recommendation no The following assumptions have been made to determine the provision for retirement indemnities: Nature Hypothèse retenue Discount rate 1,50% Mortality table INSEE Salary escalation rate Managers 2,80% Employees 2% Exit rates Managers 4,20% Employees 5,60% Retirement conditions Managers 63 years old for employees born before 01/01/1956, 64 ans years old for employees born after 01/01/1956 Employees 62 years old for employees born before 01/01/1956, 63 ans years old for employees born after 01/01/1956 Modalities of employee retirement At the initiative of the employee 90% At the initiative of the employer 10% Social charges Managers 48% Employees 33% Provisions for risk recorded in the balance sheet are a result of litigation with third parties (customers, suppliers, employees). i. Deferred tax Deferred tax is calculated on an annual basis using the liability method. The deferred tax has been established using a 34.43% tax rate for French entities and a 24% tax rate for English entities. Deferred tax assets This balance sheet item mainly consists of future tax savings arising from: Losses carried forward mainly coming from the parent companies A.A.G, FINANCIERE PRECISIUM and from groupe DELAHAY, tax deductions expected from share acquisition costs which are written-off over 5 years, deferred taxes arising from temporary differences related to holiday pay provisions, provisions for retirement indemnities and accrued expenses (Organic tax, social contributions to induce construction efforts, employeeparticipation schemes). F-39

380 C. Accounting policies (Continued) Given the prospects of future profitability, the deferred tax assets recognized on available losses as at December 31 st, 2014 amount to: 0,7 m from the DELAHAY tax group; 12,0 m from the A.A.G tax group; 0,3 m from the FINANCIERE PRECISIUM tax group. j. Marketable securities Marketable securities have been valued at their acquisition cost excluding incidental expenses incurred by their acquisition. The need for a provision is determined by comparing the acquisition cost value to the probable realizable value of the marketable securities. k. Conversion method All assets and liabilities items, monetary or non-monetary, are converted at the year-end closing exchange rate. Revenues and expenses are converted using the average exchange rate for the period. l. Tax group All French subsidiaries for which Alliance Automotive Group has at least a 95% shareholding as at December 31 st, 2014 opted for the implementation of an integrated tax group, with the exception of TPA and CAR, NORMANDIE Accessoires and Groupe VANDENBERGHE. Précisium, 3G (with the exception of the companies APO, Magne and Cabor) and Groupe Delahay subgroups also opted for this tax group regime with Financière Précisium, 3G and Groupe Delahay as head of each tax group respectively. IV. BASIS OF CONSOLIDATION a. Adjustments The following items have been subject to adjustment upon consolidation: Balance sheet and income statement intra-group accounts have been eliminated Distributions from consolidated subsidiaries are neutralized (dividends) Depreciation of the shareholdings of consolidated entities have been eliminated Gains on intercompany sales of property, plant and equipment or other assets have been eliminated Margin in inventories due to internal sales has been eliminated Finance lease contracts, The group has opted for recording a provision for retirement indemnities and accounted for finance lease contracts in the balance sheet, both in accordance with preferential methods b. Closing date All entities within the scope of consolidation have a financial year end close of December 31 st. F-40

381 D. Details of major items in balance sheet and income statement I. FIXED ASSETS a. Change in gross book value of fixed assets excluding goodwill First-time Exchange In K 31/12/2013 Acquisitions Disposals Reclassification consolidation differences 31/12/2014 Development costs Licences, patents and similar rights 9,570 1,723 (61) ,673 Clientele, leasehold right (11) ,164 Other intangible fixed assets Advance payments on intangible assets Intangible fixed Assets 10,974 2,390 (61) ,811 Land 1, (421) ,156 Building and fixtures and fittings 20, (457) ,108 Plants, machinery, equipment and tooling 37,680 2,644 (1,724) (6,765) ,996 Motor vehicules 7, (919) (4) ,692 Furniture, computer and office equipment 8,463 1,340 (1,509) 7, ,925 Other tangible fixed assets 23,670 1,778 (98) (921) 17 24,447 Fixed asset in progress (117) (641) 274 Advance payments on tangible assets (95) 291 Tangible fixed assets 100,510 7,185 (5,245) (433) 2, ,889 Investments in non-consolidated associates 4, (669) 10 (2,348) 56 1,709 Receivables from controlled entities (585) 147 Accrued interest on receivables (201) Held-to maturity securities 89 1 (0) (0) Non-current loans (a) 1,381 8,011 (10) ,575 Current loans 540 (200) 340 Deposits 2, (100) (41) ,365 Financial assets 9,017 8,960 (1,565) 1 (2,149) 59 14,323 Total 120,501 18,534 (6,872) ,023 (a) The increase in this caption is due to the loan of 8.01M granted by A.A.F. to Alizé Midco (recently renamed Alliance Automotive Holding). F-41

382 D. Details of major items in balance sheet and income statement (Continued) b. Changes in amortization and depreciation excluding goodwill First-time Exchange In K 31/12/2013 Amortization Disposals Reclassification consolidation differences 31/12/2014 Development costs Licences, patents and similar rights 6,592 1,655 (121) 12 8,139 Clientele, leasehold right 10 (3) 7 Other intangible fixed assets (33) 592 Advanced payment on intangible assets 3 3 Intangible fixed assets 7,123 1,914 (153) 15 (3) 8,896 Land (68) Buildings and fixtures and fittings 11,628 1,047 (279) ,070 Plants, machinery, equipment and tooling 28,122 3,189 (1,135) (5,103) ,553 Motor vehicules 5, (753) ,328 Furniture, computer and office equipment 7,142 1,521 (2,305) 5, ,940 Other tangible fixedassets 14,571 1,409 (26) (756) 14 15,271 Tangible fixed assets 67,438 8,162 (4,567) 0 1, ,532 Total 74,560 10,076 (4,720) 0 1, ,428 c. Investments in affiliates Total Total In thousands of euros 31/12/2013 Increase Decrease 31/12/2014 ALLIO 652 (652) POPS 539 (539) CPDA BIGWHEELS 1,639 (1,639) BJ MARSHALL 601 (601) MOTOFACTS 25 (25) Groupe STIPA Other (142) 270 Total 4, (3,598) 1,709 Depreciation (2,057) 539 (1,518) Net 2, (3,059) 191 ALLIO and BIGWHEELS, acquired at the end of 2013, have been consolidated for the first time from January 1 st, The shareholding of POPS was sold on September 9 th, The shareholdings in CPDA and Groupe STIPA are fully depreciated. F-42

383 D. Details of major items in balance sheet and income statement (Continued) II. GOODWILL Composition of goodwill: 31/12/ /12/2013 Opening Gross Value 286, ,885 Changes in scope 7,013 48,385 Other changes Closing gross value 293, ,295 Opening accumulated amortization (89,051) (76,035) Provisions (15,533) (13,029) Reversals Other changes (37) Closing accumulated amortization (104,589) (89,051) Opening net value 197, ,850 Closing net value 188, ,245 Accumulated Net Book Value Acquired entities Goodwill amortization as at 31/12/14 ALLIANCE AUTOMOTIVE France 220,683 (93,613) 127,070 Groupe PRECISIUM 30,106 (1,711) 28,395 Groupe TPA 13,148 (987) 12,161 Groupe PARTNER'S 9,273 (2,184) 7,089 HOMACO 3,053 (300) 2,753 Other companies 4,059 (746) 3,313 DORSET 3,320 (724) 2,596 Filiales UK 3,538 (1,110) 2,428 ALLIO 1,282 (143) 1,139 SOCALPPA 1,803 (694) 1,109 Groupe SARA 3,275 (2,377) 898 Total 293,540 (104,589) 188,952 III. INVENTORY AND WORK IN PROGRESS Gross value Provision Net book value Net book value In thousands of euros 31/12/ /12/ /12/ /12/2013 Raw materials 1,308 (404) 904 Work in progress: goods Work in progress: services Finished goods 138,651 (10,975) 127, ,750 Total 140,528 (11,379) 129, ,095 IV. RECEIVABLES Gross Value Depreciation Net value Net value In K 31/12/ /12/ /12/ /12/2013 Trade receivables 227,155 (18,808) 208, ,500 Advances and prepayements Tax and social security receivables 16,422 16,422 10,143 Other receivables 42,066 (653) 41,373 26,211 Total other receivables 58,557 (653) 57,863 36,494 Total 285,671 (19,461) 266, ,994 F-43

384 D. Details of major items in balance sheet and income statement (Continued) V. SHAREHOLDERS EQUITY Shareholders equity attribu- Total non Capital Consolidated Result of the Exchange table to owners controlling Capital Premium Reserves period Differences of the group interest December 31st ,801 1,000 (35,354) (6,969) (922) 1,556 10,571 Payement of dividends (2,996) Capital Increase 10,926 10,926 Appropriation of the result (6,969) 6,969 Result of the period (4,311) (4,311) 2,786 Other variations (103) 41 (144) (206) 3,029 Changes in scope December 31st , (42,282) (4,311) (1,066) 7,965 13,390 Payement of dividends (150) (150) (3,339) Capital Increase Appropriation of the result (4,311) 4,311 Result of the period (13,457) (13,457) 3,720 Other variations , Changes in scope December 31st , (45,846) (13,457) (909) (4,347) 14,140 VI. PROVISIONS Contributions, Change in mergers, scope of Exchange In K 31/12/2013 Provisions Reversals divisions consolidation differences 31/12/2014 Provisions for risks 3,903 1,483 (1,403) ,058 Provisions for charges (a) 7, (657) 146 (21) 1 8,059 Accrued feferred taxes 3,761 (3,388) 373 Provisions for risks and charges 15,480 2,259 (2,060) 218 (21) 4 12,490 Equity investments 2,057 0 (539) 1,518 Receivables due from equity investments Non current loans Deposits 5 5 Provisions on financial assets 2, (539) 2,259 Raw materials and stored purchases (201) Goods 8,947 6,853 (6,022) 1, ,975 Provisions on inventories 8,987 7,257 (6,223) 1, ,379 Trade and other receivables 17,665 3,173 (2,616) ,808 Other receivables 1, (1,715) Provision for depreciation 19,553 3,413 (4,331) ,461 (a) The provisions for charges recorded in the balance sheet include 7.7 M related to the provision for employee retirement indemnities. F-44

385 D. Details of major items in balance sheet and income statement (Continued) VII. BORROWINGS, FINANCIAL LIABILITIES AND CASH AND CASH EQUIVALENTS Changes ion Exchange En milliers d'euros 31/12/2013 Increase Decrease scope Other differences 31/12/2014 Convertible bonds (a) 133,081 8,441 (960) 140,562 Loans and other financial liabilities (b) 195, (189,403) 489 7,095 Finance leases 2,646 1,490 (1,671) 584 3,048 Borrowings and other financial liabilities (c) 7, ,557 (7,344) ,730 Total borrowings & financial liabilities 339, ,564 (199,378) 1, ,435 Investment securities 4,637 (5,327) Cash at bank 53,650 11,064 (14) ,983 68,064 Bank overdrafts (26,743) (1,654) (894) (98) (29,389) Total cash & cash equivalents 31,544 9,410 (5,341) ,885 38,704 (a) The loan debenture notes are composed of i) 139.9M of loans issued by A.A.G, which were subscribed by the shareholders, and ii) by the associated capitalized interest. (b) The senior debt held by A.A.F. for 37.9M and A.A.G. for 147.1M issued during the 2013 refinancing operation and subsequently reimbursed during the 2014 refinancing were accounted for under «Bank loans» as at 31 December (c) The loans subscribed by Alliance Automotive France for 50.7M and by Alliance Automotive Group for 149.1M, as a result of the refinancing are included in the caption «Loans and other financial debts» as at 31 December Loan maturity: Within 1 year 1 to 5 years + 5 years Total Convertible bonds , ,562 Loans and other financial liabilities 2,608 4, ,095 Finance leases 1,626 1,423 3,048 Borrowings and other financial liabilities 3, , ,729 Total 8,023 5, , ,435 VIII. NON-FINANCIAL LIABILITIES In K 31/12/ /12/2013 Trade payables and related accounts 237, ,825 Advances and prepayments 2, Tax and social security 44,395 35,759 Payables on purchase of fixed assets Other payables 36,429 36,477 Deferred income 2,799 2,631 Total other liabilities, accruals and deferred income 86,400 75,308 Total non-financial liabilities 323, ,133 F-45

386 D. Details of major items in balance sheet and income statement (Continued) IX. CHANGES FROM STATUTORY INCOME TO CONSOLIDATED INCOME Statutory results 12 Goodwill Consolidated In K months 2014 amortization Dividends Eliminations type Amount result Alliance Automotive Group 38,721 (15,501) (36,870) Exchange differences UK Deferred charges net of deferred tax (575) (6,093) Deferred tax assets on available 9,004 tax losses Excess tax amortization 81 Adjustments for acquisitions Merger surplus and intra group capital gains 3,908 (3,503) Provision for retirement (12) indemnities Warehouse margin 116 Receivables 1,302 Other (316) TOTAL 38,721 (15,501) (36,870) 3,912 (9,738) X. SALES REVENUES AND OPERATING PROFIT BY GEOGRAPHICAL LOCATION The geographical location of the group s consolidated sales revenues and operating profit can be split as follows: Net Operating Net Operating In K Revenues result Revenues result France 914,540 49, ,743 34,575 UK 266,266 7, ,501 6,014 TOTAL 1,180,806 57, ,244 40,589 XI. FINANCIAL RESULT In K 31/12/ /12/2013 Interest and related income 2,621 1,407 Interest paid on convertible bond loans (8,565) (8,063) Interest paid on other bond loans (33,513) (12,186) Other interest paid (240) (24) Financial result (39,697) (18,865) Financial gains mainly include the release of provisions on investments in other companies disposals during the year. The other interest and similar charges include in particular 14,6M charge resulting from the cancellation of the contractual obligation to pay interest up until 27 November 2015 on the old debenture loan notes which were issued in November F-46

387 D. Details of major items in balance sheet and income statement (Continued) XII. EXTRAORDINARY RESULT In K 31/12/2014 Extraordinary income on disposal of fixed assets 1,008 Extraordinary writeback of provisions for liabilities and charges 271 Other extraordinary income 404 EXTRAORDINARY INCOME 1,684 Penalties and fines (62) Net book value of fixed asset disposals (841) Other extraordinary expenses (13,465) EXTRAORDINARY EXPENSES (14,368) EXTRAORDINARY RESULT (12,685) The extraordinary income from the sale of fixed assets includes the disposal of shareholdings for an amount of 677k. The extraordinary expenses include an amount of 8M relating to the write-off of the remaining unamortized deferred loan issuance costs arising from the refinancing operation which took place on November 27 th, XIII. TAX PROOF 31/12/2014 Profit attributable to the owners of the parent company (13,458) Profit attributable to non-controlling interests 3,720 (9,738) Amortization expense and Net Book Value of Goodwill 15,501 Consolidated income tax: French entities (3,475) Foreign entities: UK 2,359 Consolidated Profit before tax and goodwill amortization 4,647 Consolidated Profit before tax and goodwill amortization: french entities (5,150) Consolidated Profit before tax and goodwill amortization : foreign entities UK 9,797 Theoretical Income tax expense (34,43% french entities; 24% foreign entities) Income tax expense in income statement (1,116) Correction of prior year income tax expense (10) Unrecognized available tax losses brought forward (9,277) Recognized available tax losses brought forward 10,000 C.I.C.E 1,336 Cancelled tax losses carried forward (106) Exceptional contribution 78 Correction of prior year income tax expense (10) Tax on dividends (309) Others (89) 497 F-47

388 D. Details of major items in balance sheet and income statement (Continued) XIV. CONSOLIDATED STATEMENT OF CASHFLOWS In K 31/12/ /12/2013 Net income from consolidated companies (9,737) (1,522) Elimination of income and expenditure with no cash impact or not related to normal operating activities Amortizations and depreciations 34,113 19,449 Change in deferred taxes (10,785) 1,213 Capitalized interests 8,441 9,972 Gains on disposals, net of tax (168) (1,299) Gross cash flow from consolidated companies 21,864 27,813 Change in operating working capital requirement 3,982 (12,810) Net cash flows from (used in) operating activities 25,846 15,003 Purchase of tangible and intangible assets (9,038) (7,994) Tangible and intangible asset disposals, net of tax ,956 Impact of changes in consolidation scope (6,364) (37,371) Acquisition of shares in non-consolidated entities (2,006) Net cash flows from (used in) investing activities (14,813) (33,415) Dividends paid to equity holders of the parent Dividends paid to non-controlling interests (3,499) (2,996) Share capital increase / (decrease) (102) Acquisition-related debt of consolidated companies (6,021) 6,000 Financial debt issues & repayements 195, ,000 Loan issue expenses (9,419) Loan repayments (192,161) (172,327) Net cash flow from (used in) financing activities (5,750) 6,156 Impact of exchange rate fluctuations 1,877 (562) Net cash flow 7,160 (12,819) Cash and cash equivalents as at January 1 st 31,544 44,363 Cash and cash equivalents as at December 31 st 38,704 31,544 Movement in cash & cash equivalents 7,160 (12,819) XV. OFF BALANCE SHEET COMMITMENTS As a result of the group refinancing completed on December 1st, 2014, the group parent company and certain of its direct and indirect subsidiaries have given the following guarantees to the banks which provided the group financing: The group parent company issued a pledge upon its shareholdings in the subsidiary companies Alliance Automotive France and Alliance Automotive UK, as well as upon its bank accounts and the inter company receivables due by Alliance Automotive France. Alliance Automotive France issued a pledge upon its shares held in TPA and Financière Précisium, as well as upon its bank accounts and the inter-company receivables due from CAR Distribution, TPA and Alliance Automotive UK. TPA issued a pledge upon its shares held in CAR Distribution, as well as upon its bank accounts. CAR Distribution issued a pledge upon its bank accounts. Furthermore, as «Obligor» and «Guarantor» within the financing agreements, Alliance Automotive Group, Alliance Automotive France, TPA and CAR Distribution each provided individual sureties. F-48

389 D. Details of major items in balance sheet and income statement (Continued) XVI. RELATED PARTY TRANSACTIONS Balance sheet (in K ) Asset Liability Loan to Alliance Automotive Holding 8,010 Debenture notes Alliance Automotive Participations 140,562 Loan from Alliance Automotive Investment 200,603 Income statement Costs Revenues Financial costs Alliance Automotive Investment 1,040 Financial costs Alliance Automotive Participations 8,565 XVII. AVERAGE NUMBER OF EMPLOYEES 31/12/ /12/2013 Distribution France 2,254 2,386 PrécisiumGroup Groupauto UK Total 3,356 3,389 XVIII. LIST OF CONSOLIDATED COMPANIES AS AT DECEMBER, 31 st 2014 Entity Shareholding Method of Consolidation ALLIANCE AUTOMOTIVE GROUP 100% Parent Company ALLIANCE AUTOMOTIVE France 100% Full Integration SOCALPPA 100% Full Integration GROUPE AIM 100% Full Integration BESNARD ET GERARD 100% Full Integration TOUL GAZ SCI 100% Full Integration BGSAINT MALO 100% Full Integration HIOT 100% Full Integration COLLET 100% Full Integration LE HELLO 100% Full Integration LAPAUZE 100% Full Integration MESNIL ACCESSOIRES 100% Full Integration PILAYROU 100% Full Integration PLSN 100% Full Integration RISSO 100% Full Integration ROUSSEL 100% Full Integration STEIMA 100% Full Integration GROUPE VIDALAUTO 100% Full Integration GROUPE STIPA 100% Full Integration GROUPE COMPTOIR DU FREIN 100% Full Integration GROUPE LE FLOCH 100% Full Integration STEREC SCI 100% Full Integration ELECTRO DIESEL 100% Full Integration ADF 100% Full Integration AEDS 100% Full Integration DPA 100% Full Integration APLS 100% Full Integration GROUPE GUILLEMOT 100% Full Integration MAIMONE 100% Full Integration GROUPE SARA 100% Full Integration GROUPE PENE 100% Full Integration GROUPE HDP 76% Full Integration AFQ EURL 100% Full Integration F-49

390 D. Details of major items in balance sheet and income statement (Continued) Entity Shareholding Method of Consolidation FADR 100% Full Integration ALLIANCE AUTOMOTIVE ESPANA 39% Proportional Integration ALLIANCE AUTOMOTIVE INDUSTRIE 50% Proportional Integration GROUPE VDB 100% Full Integration NORMANDIE ACCESSOIRES 100% Full Integration HOMACO 100% Full Integration TPA 100% Full Integration CAR 100% Full Integration 3G SA 76% Full Integration 3G EA 76% Full Integration STAR G 76% Full Integration GAUSS 87% Full Integration SMEA GEP 76% Full Integration CAL 76% Full Integration GAU INTERNATIONAL 27% Proportional Integration APO 76% Full Integration MAGNE 76% Full Integration G STORE FORFAIT 76% Full Integration CABOR NEGOCE 76% Full Integration FINANCIERE PRECISIUM 87% Full Integration PRECISIUM GROUP 87% Full Integration GEFA 87% Full Integration DFA 85% Full Integration AS 87% Full Integration STARIS 61% Full Integration ALLIO 85% Full Integration ALLIANCE AUTOMOTIVE UK 100% Full Integration DORSET 53% Full Integration F-50

391 D. Details of major items in balance sheet and income statement (Continued) XIX. ORGANIZATION CHART a. Group corporate structure b. Division Groupauto c. Division Precisium F-51

392 D. Details of major items in balance sheet and income statement (Continued) d. Division Distribution F-52

393 CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31 st, 2013 SUMMARY Independent auditors report to Alliance Automotive Group... F CONSOLIDATED BALANCE SHEET AS AT DECEMBER 31 st, F CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED DECEMBER 31 st, F NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS... F-61 A. Significant events during the year... F-61 B. Scope of consolidation... F-62 C. Accounting policies... F-65 D. Details of major items in balance sheet and income statement... F-69 F-53

394 Alliance Automotive Group Société par Actions Simplifiée 59, avenue Victor Hugo Paris STATUTORY AUDITORS REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS Year ended December 31, 2013 This is a free translation into English of the statutory auditors report on the consolidated financial statements issued in the French language and is provided solely for the convenience of English speaking users. The statutory auditors report includes information specifically required by French law in such reports, whether modified or not. This information is presented below the opinion on the consolidated financial statements and includes explanatory paragraphs discussing the auditors assessments of certain significant accounting and auditing matters. These assessments were made for the purpose of issuing an audit opinion on the consolidated financial statements taken as a whole and not to provide separate assurance on individual account captions or on information taken outside of the consolidated financial statements. This report also includes information relating to the specific verification of information given in the management report. This report should be read in conjunction with, and is construed in accordance with, French law and professional auditing standards applicable in France. F-54

395 COFIGEX Deloitte & Associés 64, rue la Boétie Impasse Augustin Fresnel PARIS BP SAINT HERBLAIN Alliance Automotive Group Société par Actions Simplifiée 59, avenue Victor Hugo Paris STATUTORY AUDITORS REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS Year ended December 31, 2013 To the Shareholders, In compliance with the assignment entrusted to us by your Annual General Meeting, we hereby report to you, for the year ended December 31, 2013, on: the audit of the accompanying consolidated financial statements of Alliance Automotive Group; the justification of our assessments; the specific verification required by law. These consolidated financial statements have been approved by the Chairman. Our role is to express an opinion on these consolidated financial statements based on our audit. 1. Opinion on the consolidated financial statements We conducted our audit in accordance with professional standards applicable in France. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit involves performing procedures, using sampling techniques or other methods of selection, to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made, as well as the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. In our opinion, the consolidated financial statements give a true and fair view of the assets and liabilities and of the financial position of the Group as at December 31, 2013 and of the results of its operations for the year then ended in accordance with French GAAP. Without qualifying our opinion, we draw your attention to the matter set out in Note 3-B-VI-b to the consolidated financial statements, which presents the impact of the main acquisitions on 2013 net income. 2. Justification of our assessments In accordance with the requirements of article L of the French Commercial Code (Code de Commerce) relating to the justification of our assessments, we bring to your attention the following matters: Note 3-B-V to the consolidated financial statements presents the contribution and merger operations which occurred during the period. Our work consisted in assessing the correct accounting treatment in the financial statements, on the basis of the available information, and in verifying that the notes to the consolidated financial statements provide appropriate disclosure. F-55

396 Goodwill is subject to impairment testing based on the method described in the Note 3-C-III-b to the consolidated financial statements. We have examined the implementation of these impairment tests, the future cash flow estimates and the assumptions used, and we verified that Note 3-C-III-b of the consolidated financial statements provides appropriate disclosure. These assessments were made as part of our audit of the consolidated financial statements taken as a whole, and therefore contributed to the opinion we formed which is expressed in the first part of this report. 3. Specific verification As required by law, we have also verified the information presented in the Group s management report in accordance with professional standards applicable in France. We have no matters to report as to its fair presentation and its consistency with the consolidated financial statements. Paris and Nantes, May 14, 2014 The Statutory Auditors COFIGEX Olivier PARIGI Deloitte & Associés Philippe YZAMBART F-56

397 1. CONSOLIDATED BALANCE SHEET AS AT DECEMBER 31 st, 2013 Alliance Automotive Group Consolidation at December 31 st, 2013 (12 months ) BALANCE SHEET ASSETS Gross Amortization 31/12/ /12/2012 book and Net book Net book In thousands of euros value Depreciation value value INTANGIBLE ASSETS R & D expenditures, clientele Licences, patents and similar rights 9,570 6,592 2,978 1,604 Goodwill 286,295 89, , ,851 Other intangible assets Advance payments on intangible assets TANGIBLE ASSETS Land 1, ,434 5,217 Buildings 20,174 11,642 8,532 16,936 Machinery, plants and equipment 37,680 28,122 9,558 7,248 Other tangible assets 40,046 27,361 12,685 6,435 Fixed assets in progress Payments in advance FINANCIAL ASSETS Investments 4,650 2,057 2,593 4,192 Receivables from equity interests Other capitalized securities Loans 1, , Other financial assets 2, ,171 1,012 NON CURRENT ASSETS 406, , , ,052 INVENTORIES AND WORK IN PROGRESS Raw materials and supplies 26 Work in progress goods Work in progress services Goods 129,738 8, ,750 84,946 Payments on account to suppliers 13 ACCOUNTS RECEIVABLES Trade and other receivables 239,165 17, , ,311 Other receivables 38,382 1,888 36,494 25,930 Deferred Tax Assets 9,225 9,225 7,133 CASH AND SHORT TERM DEPOSITS Marketable securities 4,637 4,637 2,180 Cash and cash equivalents 53,650 53,650 48,329 ACCRUALS & PREPAYMENTS Prepaid expenses 10,457 10,457 6,002 CURRENT ASSETS 485,599 28, , ,133 Deferred charges 9,291 9, TOTAL 901, , , ,714 F-57

398 BALANCE SHEET LIABILITIES In thousands of euros 31/12/ /12/2012 Share capital 54,727 43,801 Share premium, merger premium, contribution premium 897 1,000 Group retained earnings (36,974) (31,219) Prior year loss to be allocated to group retained earnings (5,308) (4,135) Foreign currency translation adjustment (1,066) (922) GROUP PROFIT / (LOSS) FOR THE YEAR (4,311) (6,969) SHAREHOLDERS EQUITY ATTRIBUTABLE TO OWNERS OF THE GROUP * 7,965 1,556 Non controlling interests 10,601 7,942 Non controlling interest share of profit for the year 2,789 2,628 NON CONTROLLING INTEREST SHARE OF PROFIT (LOSS) FOR THE YEAR 13,390 10,571 Provisions for liabilities 3,903 1,968 Provisions for charges 7,816 5,452 Provisions for deferred tax 3,761 3,455 PROVISIONS FOR LIABILITIES AND CHARGES 15,480 10,875 FINANCIAL LIABILITIES Convertible bonds 133, ,269 Subordinated loan 35,530 Bank borrowings 198, ,566 Bank overdrafts 26,743 6,146 Other financial liabilities 7, Advances and deposits received on orders OPERATING LIABITIES Trade payables and related accounts 228, ,360 Taxes and social liabilities 35,759 25,222 OTHER LIABILITIES Liabilities on fixed assets and related accounts Other creditors 36,477 22,594 ACCRUALS AND DEFERRED INCOME Deferred income 2,631 1,639 DEBTS 669, ,712 TOTAL 706, ,714 (*) Shareholders' equity attributable to owners of the group (group share) would be 26,1 m, including the valuation of the equity component of convertible bonds (refer note 3.A.1). F-58

399 2. CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED DECEMBER 31 st, /12/ /12/2012 In thousands of euros (12 months) (12 months) Sales of goods 784, ,314 Services 71,553 70,057 NET REVENUES 856, ,371 Release of amortization and provisions 7,982 8,306 Transfer of operating income 3,179 3,825 Other income 895 1,305 OPERATING INCOME 868, ,807 Purchase of goods 644, ,209 Inventory change 2,210 (2,227) Other purchases and external costs 57,164 52,747 Other taxes 8,534 7,461 Wages and salaries 71,605 63,823 Employee profit-sharing plan Social security charges 24,622 22,704 OPERATING DEPRECIATION CHARGES AND PROVISIONS On fixed assets: depreciation charges 7,939 6,606 On current assets and provisions 7,619 8,247 Other expenses 2,605 1,888 OPERATING EXPENSES 827, ,072 OPERATING RESULT 40,589 34,735 FINANCIAL INCOME Financial income from equity interests Other interest and similar income Discounts received FINANCIAL INCOME 1,407 1,266 Depreciation amortisation and charges 24 0 Interests payable and similar charges 18,878 18,857 Discounts allowed 1,370 1,484 FINANCIAL EXPENSES 20,272 20,341 NET FINANCIAL RESULT (18,865) (19,075) RESULT BEFORE TAX AND EXTRAORDINARY ITEMS 21,724 15,660 F-59

400 STATEMENT OF INCOME & EXPENDITURE 31/12/ /12/2012 In thousands of euros (12 months) (12 months) Extraordinary income on operating activities Extraordinary income on equity transactions 14, Reversal of provisions and charges transferred EXTRAORDINARY INCOME 14,650 2,239 Extraordinary expenses on operating activities 3,304 1,324 Extraordinary expenses on equity transactions 13, Extraordinary expenses depreciation and increases in provisions 153 1,445 EXTRAORDINARY EXPENSES 16,648 3,192 EXTRAORDINARY RESULT (1,997) (954) Income tax expense 7,710 6,878 Deferred income tax 1,213 (40) PROFIT FROM FULLY CONSOLIDATED COMPANIES 10,804 7,869 Share of results of an associate GROUP PROFIT (before goodwill amortization) 10,804 7,869 Attributable to non-controlling interests 2,747 2,628 Attributable to the owners of the parent 8,057 5,241 Goodwill amortization of fully consolidated companies 12,326 12,210 NET CONSOLIDATED PROFIT / (LOSS) (1,522) (4,341) Attributable to non controlling interests 2,789 2,628 Attributable to the owners of the group (4,311) (6,969) Earnings per share (0.03) (0.10) F-60

401 3. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS These notes to the consolidated financial statements aim at providing relevant information on the Group. As a consequence, they only include significant items that are not already disclosed on the face of the balance sheet or the income statement. Figures presented in the tables of these notes are expressed in thousands of euros, with comments in millions of euros. A. Significant events during the year I. GROUP REFINANCING On November 26 th, 2013 the Group issued 185 m of debenture bond loan notes, subscribed by Alliance Automotive France for 37.9 m and by Alliance Automotive Group for m. These senior debenture bond loan notes bear annual interest at Euribor 3 months (minimum 1%) + 7%, payable quarterly in arrears on February 15 th, May 15 th, August 15 th and on November 15 th as from February 15 th, Proceeds from this issuance were used to repay and cancel the following debts: Tranche B of AAF for 13.2 m Ex-FAI loan issued in April 2013 in the context of the Précisium acquisition for 17.4 m Ex-FAI mezzanine for 4.2 m AAG Mezzanine for 37 m Tranche C of AAG for 44 m Tranche B of AAG pour 34.6 m Tranche D of AAG for 16 m This debenture bond loan notes have no conversion instrument. Furthermore, in the context of the Précisium acquisition, AAG also issued a convertible debenture bond loan of 16.9 m to its shareholders. This issuance and the capitalization of historical debenture bond loan interest bring the total amount of outstanding convertible debenture bond loans to m. These debenture bond loan notes include both a component of financial debt and an equity component. The different components of these instruments are both recorded as financial debt of the group in accordance with French GAAP. If the Group applied IFRS, the equity component of these instruments would be presented within shareholders equity in the balance sheet, as required by IAS 32 Financial instruments: presentation. As a consequence, applying IAS 32 would impact shareholders equity by an amount of 18.1 m, resulting in shareholders equity attributable to owners of the group amounting to 26.1 m. II. CORPORATE REORGANISATION The corporate reorganisation is described in note V. It includes a capital increase of AAG by 10.9 m as compensation for the contribution in kind of FAI securities. B. Scope of consolidation III. CONSOLIDATION CRITERIA All significant companies of the Group have been consolidated. Big Wheels, acquired by AA UK in December, has not been consolidated. Given the acquisition date, the nonconsolidation of this company is considered as having no material impact on the consolidated accounts for the year ending December 31 st, F-61

402 B. Scope of consolidation (Continued) IV. POST BALANCE SHEET EVENTS Alliance Automotive Group completed the acquisition of the remaining 17.4% of TPA Group on March 31 st, TPA Group has been fully consolidated as a 100% shareholding as at December 31 st 2013 and the additional price paid to the seller has been recorded as an outstanding financial debt. V. ORGANISATIONAL CHART The Group organisation chart is presented in note 14. The Group renamed two of its companies during the 2013 financial year: Financière Poinsetia became Alliance Automotive Group (AAG) AAD6 became Alliance Automotive France (AAF) Additionally, the Group operated a corporate reorganisation on November 26 th, The following operations took place: Contribution of the shareholding of Financière Alliance Industrie (FAI) to Alliance Automotive Group, remunerated by an increase in AAG capital by 10.9 m. Merger of Alliance Industrie into Poinsetia France with a retroactive effect from January 1 st, Contribution of FAI shares held by AAG to AAF Partial contribution of assets and liabilities from Poinsetia France to AAD6 ( renamed AAF) with retroactive effect from January 1 st, 2013 Merger of Poinsetia France into AAG with retroactive effect from January 1 st, VI. COMPANIES INCLUDED WITHIN THE CONSOLIDATION SCOPE The list of consolidated companies is presented in note 13. a. Companies that entered the consolidation scope during the financial year During the 2013 financial year, AAG Group made the following acquisitions: Financière Précisium, a subsidiary of FAI, acquired the Précisium Group on April 10 th, Given the contribution of FAI shares to AAG as at November 26 th, 2013, Précisium Group has been fully consolidated into the AAG Group from December 1 st, 2013, i.e. at the same time as FAI. Alliance Industrie purchased 83% of TPA and CAR on July 4 th, These entities have been fully consolidated as from July 1 st, As a consequence of the corporate reorganisation on November 26 th, 2013, TPA and CAR entities are owned by AAF as at December 31 st, SMEA GEP increased its shareholding in APO from 80% to 100% in December APO acquired 80% of CABOR in January, The remaining 20% was purchased in December This entity has been fully consolidated from January 1 st, AA UK acquired an additional 21% stake in the capital of DORSET and raised the Group shareholding in Dorset from 32% to 53%. FAI sold its shareholding in Dorset to AA UK in December This entity is now fully consolidated whereas previously it was consolidated using the equity method. AA UK acquired 100% of BIG WHEELS in December This company is not consolidated as at December 31 st, The impact of its non-consolidation is not considered to be material. In light of the above operations and their impact on the scope of the consolidation, a pro-forma income statement is presented below. F-62

403 B. Scope of consolidation (Continued) b. Impact on the 2013 profit of the main acquisitions The consolidated net result presented in the income statement includes profits from the operations related to the 2013 financial year, i.e. for each acquisition of the period, the profit made after the entities have entered the scope of consolidation. Paragraph 423 of CRC ruling states that comparability of accounts must be restored through «pro-forma information related to turnover and net profit for the current financial year as if change in scope of consolidation had taken place at the beginning of the financial year. In particular that information will take into account goodwill amortization and financial costs incurred by the acquisition». The impact of these acquisitions on the statutory net profit is 2.5m. The pro-forma figures presented below make it possible to reproduce the consolidated income statement as if all acquisitions had been made as at January 1 st, In summary, the number of months included in each income statement is as follows: Included in the Included in the Consolidated income Consolidated proforma Group / Entity acquired statement Adjustment income statement Historical AAG Group 12 months 0 month 12 months TPA Group (a) 6 months 6 months 12 months FAI Group (b) 1 month 11 months 12 months Précisium Group (c) 1 month 11 months 12 months (a) TPA Group, acquired on July 4 th, 2013, contributes 6 months of activity to the consolidated income statement. The bridge to present a 12-month period profit in the pro-forma income statement therefore includes a 6-month adjustment. Goodwill amortization was calculated for a 12-month period and non-controlling interests were adjusted accordingly. (b) The former FAI Group (FAI, Vandenberghe Group, Normandie Accessoires, AAI and Dorset) joined AAG Group as part of the corporate reorganisation on November 26 th, The consolidated income statement includes 1 month of results of this subgroup. As a result, 11 months of activity have been added to produce a pro-forma 12-month income statement. (c) Précisium Group was acquired on April 10 th, 2013 by FAI Group. As FAI group joined AAG on November 26 th, 2013 as part of the corporate reorganization, the 2013 consolidated result of AAG includes only 1 month of Précisium activity, therefore the pro-forma income statement includes an additional 11 months of activity in order to present the results for a 12 month period. Goodwill amortization was calculated on a 12-month period and non-controlling interests were adjusted accordingly. F-63

404 B. Scope of consolidation (Continued) Précisium TPA Group FAI Group Group Intercompany Proforma Legal 6 months 11 months 11 months 12 months Sales revenues 848,776 52,037 53, ,058 (43,100) 1,154,039 Other revenues 7,468 (1,014) (99) 7,469 Cost of sales (646,964) (34,483) (29,839) (214,563) 43,114 (882,735) Gross Margin 209,280 16,540 23,600 29,436 (85) 278,773 External costs (57,164) (4,681) (8,327) (10,936) 1,592 (79,599) Taxes (8,534) (715) (878) (1,082) (11,209) Employee costs (96,886) (9,664) (12,569) (7,571) 76 (126,690) Amortization charges (7,939) (684) (385) (483) (9,492) Depreciation charges (7,619) (628) (511) (1,444) (10,202) Release of provisions 7, ,282 10,344 Other operating costs (2,605) (344) (118) (2,630) (5,697) Other operating revenues 4, , (1,582) 5,308 Operating result 40,589 1,324 2,861 6, ,536 EBITDA (*) 48,528 2,008 3,246 7, ,028 Financial income 1, (838) 809 Financial expense (20,272) (153) (1,214) (1,326) 838 (22,127) Financial result (18,865) (120) (1,207) (1,126) 0 (21,318) Result before tax and extraordinary items 21,724 1,204 1,654 5,636 30,218 Extraordinary income 14, ,136 16,529 Extraordinary expense (16,648) (57) (611) (2,417) (19,733) Extraordinary result (1,998) (1,281) 0 (3,204) Income tax expense (7,709) (352) 3 (216) (8,274) Deferred income tax (1,213) (8) (33) (1,254) Profit from fully consolidated companies 10, ,704 4,106 17,486 Goodwill amortization charges and increase in provisions (12,326) (633) (54) (1,368) (14,381) Non-controlling interests 2, ,654 Net consolidated profit / (loss) attributable to the owners of the group (4,311) 239 1,146 2,378 (549) (*) The performance indicator EBITDA is derived from the operating profit adjusted for amortization and depreciation expenses. c. Entities no longer within the scope of consolidation during the financial year The EGIDE entity was liquidated on December 20 th, This did not have a significant impact on the 2013 consolidated accounts. C. Accounting policies I. BASIS OF PREPARATION The consolidated financial statements have been prepared in accordance with French GAAP applying the ruling issued by the CRC Comité de Réglementation Comptable on April 29 th, 1999, as approved on June 22 nd, 1999 by ministerial decree. F-64

405 C. Accounting policies (Continued) II. CHANGES IN ACCOUNTING POLICY & DISCLOSURES There has been no change in accounting policy and presentation. In 2013, the Group increased the scope of accounting for Finance leases. In prior years, accounting adjustments were booked to recognize Finance Lease contracts in the consolidated balance sheet only if the original value of the contract was greater than 0.03 m. As from 2013 financial year, all finance lease contracts are recognized in the consolidated balance sheet. The impact on shareholders equity is not material. In the consolidated balance sheet gross fixed assets have increased by 3.1 m and in the consolidated income statement operational profit has increased by 1 m. III. VALUATION METHODS a. Intangible assets Patents, licenses and other intangible assets have been valued at their acquisition cost excluding any expenses incurred for their acquisition. These items are amortized over their estimated useful life, being from 1 to 3 years. b. Goodwill When the Group acquires other companies, any goodwill, calculated as the difference between the cost of acquisition of the shareholding and the group s share of the acquired net assets, is allocated between the assets and liabilities identified at the acquisition date. Any positive residual amount which cannot be allocated to separately identifiable assets and liabilities is recorded as goodwill in the balance sheet. Shares acquisition cost corresponds to purchase price plus any associated acquisition costs (net of income tax) At the very least, the value of the acquired net assets at the acquisition date is: Reduced for any amounts of goodwill included in the acquired net assets Reduced by the creation of a provision for retirement indemnities, the value of which is determined by the Group actuary. In addition, cash-generating units have been defined. They represent the different activities (trading groups and distribution activities) and the two geographical locations in which the Group operates (distribution in France, distribution in England, trading groups in France and trading group in England). The amortization period of goodwill is presented below: Acquisition of entities with sales revenues less than 50 m : 10 years Acquisitions of entities with sales revenues greater than 50 m : 20 years Goodwill is subject to an impairment test. To determine the value-in-use, management estimates the future cash flows which it expects to be generated from the assets, or the cash generating units of the entity, and then applies an adequate discount rate to determine the present value of these future cash flows. c. Tangible assets Tangible assets are valued at their acquisition cost. The method and rates of annual depreciation applied by the Groups are as follows: Fixtures and fittings 5 to 10 years Straight-line Installations and facilities 5 years Machinery and equipment 3 to 10 years Transport equipment 4 years Office equipment 4 to 10 years Furniture 5 to 10 years F-65

406 C. Accounting policies (Continued) d. Financial assets Non-consolidated shareholdings correspond to investments, which, if included within the scope of consolidation, would have no significant impact. They are valued at their acquisition cost. Shareholdings are depreciated when their inventory value is lower than their book value. e. Valuation of Inventories Materials and goods have been valued at their acquisition cost using the weighted average purchase cost method. Storage costs are not included in the valuation of inventory. The Gross book value of goods and supplies include shipping costs and are presented net of year-end rebates. Provisions for depreciation of inventories are determined by examining the date of the last sale for each referenced article included within inventory. f. Receivables and debts All receivables and debts have been valued at their nominal value. When necessary, receivables are depreciated to reflect any loss in value due to anticipated difficulties in recovering the receivable. Discounted bills are posted in trade receivables in the balance sheet and are not considered as off balance sheet commitments. All receivables and debts are due within less than one year except financial debts and receivables related to the competitiveness-employment income tax credit ( Crédit d Impôt pour la Compétitivité et l Emploi CICE ). The 3 rd amended finance bill ( Loi de finance rectificative ) of 2012 introduced an income tax credit to encourage competitiveness and employment (CICE), which is an income tax credit (refundable after 3 years) of 4% of those gross salary costs lower than or equal to 2.5 times the minimum wage paid as from January 1 st, 2013 (the tax credit increases to 6% as from January 1 st, 2014). The Group has netted the CICE income tax credit against employee costs. Financial debts maturity dates are disclosed on page F-72. g. Deferred expenses Deferred expenses mainly include costs related to refinancing operations. These expenses are written off over the duration of the loan term. h. Provisions for liabilities and charges Provisions for liabilities and charges include 7.5 m for the provision for retirement indemnities. This provision is calculated for all Group employees except for those covered by an endowment fund to which their respective group company contributes. The provision was calculated in accordance with French GAAP. For group companies who depend on the car services sector employees collective agreement, only 50% of the commitment has been provided for given that part of the retirement indemnities are covered by IPSA. F-66

407 C. Accounting policies (Continued) The following assumptions have been made to determine the provision for retirement indemnities: Assumptions Discount rate 3,30% Mortality table INSEE Salary escalation rate Managers 2,80% Employees 2,00% Exit rates Managers 7,00% Employees 10,00% Retirement conditions At the employees initiative if aged 62 with payment of voluntary retirement severance subject to employers social charges 75% At the employers initiative if aged 61, with payment of compensation for dismissal 25% Social charges Managers 48% Employees 33% Provisions for risk recorded in the balance sheet are a result of litigation with third parties (customers, suppliers, employees). i. Deferred tax Deferred tax is calculated on an annual basis using the liability method. The deferred tax has been established using a 34.43% tax rate for French entities and a 24% tax rate for English entities. Deferred tax assets This balance sheet item mainly consists of future tax savings arising from: losses carried forward mainly coming from the parent company AAG and H.D.P Group, tax deductions expected from share acquisition costs which are written-off over 5 years, deferred taxes arising from temporary differences related to holiday pay provisions, provisions for retirement indemnities and accrued expenses (Organic tax, social contributions to induce construction efforts, employeeparticipation schemes) Given the prospects of future profitability, the deferred tax assets recognized on available losses as at December 31 st, 2013 amount to : 1.1 m for the HDP tax group 2 m for AAG tax Group As a result of the acquisition of the Précisium Group, the Group recognized an additional amount of deferred tax assets on available losses for 0.9 m in the group balance sheet. Provision for deferred taxes The capitalization of the costs incurred in relation to the refinancing operations mostly explains this balance sheet caption. j. Marketable securities Marketable securities have been valued at their acquisition cost excluding incidental expenses incurred by their acquisition. The need for a provision is determined by comparing the acquisition cost value to the probable realizable value of the marketable securities. F-67

408 C. Accounting policies (Continued) k. Conversion method All assets and liabilities items, monetary or non-monetary, are converted at the year-end closing exchange rate. Revenues and expenses are converted using the average exchange rate for the period. Currency translation adjustments are recorded within shareholders equity under Foreign Currency Translation Adjustments and include the translation difference arising on the loan (denominated in pounds sterling) that ALLIANCE AUTOMOTIVE GROUP granted to ALLIANCE AUTOMOTIVE UK for 1,159 K (this loan is considered as being part of the global investment). Overall, currency translation adjustments amount to 1.2 m as at December 31 st, 2013 l. Tax group All French subsidiaries for which Alliance Automotive Group has at least a 95% shareholding as at December 31 st, 2013 opted for the implementation of an integrated tax group, with the exception of: Financière Alliance Industrie, Normandie Accessoires and Groupe Vandenberghe ; these entities will be within the scope of the fiscal integration from January 1 st, 2014 TPA and CAR FAI, Précisium, 3G and Delahay Group subgroups also opted for this tax group regime with Financière Alliance Industrie, Financière Précisium, SA 3G and Groupe Delahay at the head of each group respectively. IV. BASIS OF CONSOLIDATION a. Adjustments The following items have been subject to adjustment upon consolidation: Balance sheet and income statement intra-group accounts have been eliminated Distributions from consolidated subsidiaries are neutralized (dividends) Depreciation of the shareholdings of consolidated entities have been eliminated Gains on intercompany sales of property, plant and equipment have been eliminated Margin in inventories due to internal sales has been eliminated Initial costs incurred to put in place the Senior financing agreement have been capitalized and are spread over the duration of the financing term in the consolidated accounts. The group has opted for recording a provision for retirement indemnities and accounted for finance lease contracts in the balance sheet, both in accordance with preferential methods b. Closing date All entities within the scope of consolidation have a financial year end close of December 31 st, F-68

409 D. Details of major items in balance sheet and income statement I. FIXED ASSETS a. Change in gross book value of fixed assets Change in First-time accounting Exchange In K 31/12/2012 Acquisitions Disposals Reclassification consolidation estimate differences 31/12/13 Development costs 61 0 (3) (5) Licences, patents and similar rights 5,682 1, , ,570 Clientele, leasehold right (6) 465 Other intangible fixed assets Advance payments on intangible assets Intangible fixed Assets 6,562 1, (5) 2,560 (6) 10,974 Land 5, , (1) 1,761 Building and fixtures and fittings 37, , ,728 (8) 20,174 Plants, machinery, equipment and tooling 28,713 2, ,487 3,061 (149) 37,680 Motor vehicles 2, ,893 (7) 7,913 Furniture, computer and office equipment 5, , ,463 Other tangible fixed assets 14,192 1, (2) 8,993 (4) 23,670 Fixed asset in progress (1) 754 Advance payments on tangible assets Tangible fixed assets 95,104 6,003 27, ,938 3,061 (170) 100,510 Controlling interests (86) Investments in associates 4,774 1,609 4, , ,536 Receivables from controlled entities Accrued interest on receivables Held-to maturity securities Non-current loans 32 1, ,381 Current loans Deposits 1, ,176 Financial assets 6,073 3,420 4,094 (70) 3, ,017 0 Total 107,739 11,422 31, ,153 3,061 (143) 120,501 As at December 31 st, 2012 fixed assets included a gross valuation step-up of 10.6 m recorded as a result of the acquisition of the shares of Poinsetia France. As a result of the sale of the buildings which occurred during the 2013 financial year, this valuation step-up has been released to the income statement. F-69

410 D. Details of major items in balance sheet and income statement (Continued) b. Changes in amortization and depreciation Change in First-time accounting Exchange In K 31/12/12 Amortization Disposal Reclassification consolidation estimate differences 31/12/13 Development costs Licences, patents and similar rights 4, ,908 6,592 Clientele, leasehold right Other intangible fixed assets Intangible fixed assets 4, , ,123 0 Land Buildings and fixtures and fittings 20,521 1,195 11, (9) 11,628 Plants, machinery, equipment and tooling 21,465 2, (96) 3,782 1,219 (91) 28,122 Motor vehicules 1, ,784 (11) 5,648 Furniture, computer and office equipment 4, , ,142 Other tangible fixed assets 8,982 1, (2) 5, ,571 Tangible fixed assets 58,169 5,875 13, ,500 1,219 (110) 67,438 0 Total 62,723 6,638 13, ,469 1,219 (110) 74,560 c. Investments in affiliates Total Total In K 31/12/2012 Increase Decrease 31/12/2013 Précisium (a) 2,095 2,095 AA UK (b) 1,639 1,639 FADR 4,000 (4,000) 0 3G AAF Groupe STIPA SCI Others Total 4,851 3,799 (4,000) 4,650 (a) Précisium Group mainly holds shares in POPS, CPDA and Allio. Shares of POPS and CPDA are fully depreciated. (b) Non-consolidated shareholdings held by AA UK correspond to BIG WHEELS, an entity purchased in December II. GOODWILL Net Book Accumulated Value as at Acquired entities Goodwill amortization 31/12/13 AA France (a) 220,683 82, ,104 Précisium (b) 29, ,721 TPA 12, ,351 Groupe SMEA GEP 9,335 1,745 7,590 Socalppa 1, ,198 FAI (b) 1, ,203 Groupe SARA 2,653 1, Conso UK 2, ,791 Dorset 2, ,316 Other entities 2,770 1,059 1,710 Total 286,295 89, ,244 F-70

411 D. Details of major items in balance sheet and income statement (Continued) (a) Goodwill on acquisition of Poinsetia Goodwill arising on the acquisition of Poinsetia has been determined as if it was its first consolidation. It has been determined as the difference between the net assets of the Poinsetia Group at the acquisition date and the global acquisition price of the Group: Net assets at the acquisition date have been valued after deduction from the net equity position at December 31 st, 2006 of the following: POINSETIA result from October to December 2006, Net book value of goodwill, Net impact of the opening balance sheet adjustment for the revaluation of the provision for retirement indemnities, Global purchase price of POINSETIA Group includes the price paid to POINSETIA entity shareholders and direct external acquisition costs, net of tax The residual amount has been recorded in goodwill and amortized over 20 years given the purchase price of the shareholding and POINSETIA Group profitability at the time of the acquisition. In order to allocate this goodwill in accordance with accounting rules, four cash generating units have been determined. They represent various activities (trading and distribution departments) and the two geographical locations in which the Group operates (i.e.: distribution in France, distribution in England, trading department in France and trading department in England). Goodwill has therefore been allocated to these four cash generating units based on their operational income adjusted for the amortization and depreciation of fixed assets. As at December 31 st, 2013 no evidence of impairment was identified, which could possibly challenge the value of the goodwill determined as a result of the acquisition on October 4 th, 2006, nor the value of the other goodwill recorded in the balance sheet. Following the corporate reorganization on November 26 th, 2013, the Poinsetia France statutory entity no longer exists as it was merged into the AAG statutory entity. This goodwill is now recorded in AAF. (b) Goodwill relating to the FAI Group acquisition Goodwill corresponds to the difference between the FAI Group adjusted net assets as at November 30 th, 2013 and the total share purchase price. This goodwill is amortized over 20 years. It amounts to m and was allocated to Précisium for m and to the historical FAI Group for 1.21 m. III. SHAREHOLDERS EQUITY a. Transition from statutory equity to consolidated equity Consolidated Share Share Consolidated Consolidated Exchange Own Shareholders In K Capital Premium earnings Income Differences shares Equity Alliance Automotive Group 54, (42,276) (4,311) (1,072) 7,965 TOTAL GROUP 54, (42,276) (4,311) (1,072) 0 7,965 Non-controlling interests amount to 13.4 m and mainly relate to 3 G Group. b. Change in Group consolidated equity Distribution Capital of share Consolidated In K increase premium Income Own shares 31/12/13 Alliance Automotive Group 1,556 10,925 (103) (4,311) (102) 7,965 TOTAL GROUP 1,556 10,925 (103) (4,311) (102) 7,965 F-71

412 D. Details of major items in balance sheet and income statement (Continued) Alliance Automotive Group share capital has been increased by m as consideration to FAI shareholders for the contribution of their shareholding in FAI. IV. PROVISIONS EXCLUDING PROVISIONS FOR DEFERRED TAX Change in scope of Exchange In thousands of euros 31/12/12 Provisions Reversals consolidation differences 31/12/13 Provisions for risks 1, , ,903 Provisions for charges 5, ,649 (3) 7,816 Provision for risk and charges 7,420 1,262 1,440 4,478 (1) 11,719 Investments ,397 2,057 Receivables due from equity investments Held-to maturity securities Non current loans Deposits 5 5 Provision for financial assets , ,749 Raw materials and purchased stock Goods 7,285 3,640 6,455 4,556 (78) 8,948 Provisions for inventories 7,285 3,644 6,455 4,592 (78) 8,988 Trade receivables & related accounts 7,682 2,280 1,769 9,525 (53) 17,665 Other receivables , ,888 Provisions for depreciation 7,719 2,280 1,771 11,377 (52) 19,553 TOTAL PROVISIONS 23,239 7,186 9,669 22,384 (131) 43,009 V. LOANS AND FINANCIAL DEBTS Within 1 From 1 to 5 In K Borrowings year years + 5 years Alliance Automotive Group debenture bond loans (a) 132, ,698 17,023 Financière Precisium debenture bond loans 1,627 1,627 Alliance Automotive Group bank loan 147, ,100 Alliance Automotive France 42,195 4,295 37,900 Smea Gep 6,093 2,922 3, TPA 3,772 1,682 2,090 Précisium 1, Cal G APO Other subsdiaries Leasing 2,677 2, ,059 12, , ,090 (a) AAG issued two debenture bond loan notes. A 16.9 m debenture bond loan is to be repaid as at November 30th, The second debenture bond loan falls due on March 31st, 2017 (116 m ). The loan agreements entered into by Alliance Automotive Group and Alliance Automotive France stipulate financial covenants. These Bank covenants will be subject to a first certification as at December 31 st, The Group uses derivative financial instruments to cover exposure to risk of interest rate movement due to its financing operations. Interest rate hedging contracts are considered as a hedging against risk of variations of cash flows due to loan interest payments. The previous interest rate hedging contracts (swap of variable rate fixed rate) have been settled in F-72

413 D. Details of major items in balance sheet and income statement (Continued) The Group subscribed to two new interest rate swap contracts: 1st contract : 60 m nominal signed on February 26 th, 2014 ending on February 26 th, nd contract : 65 m nominal signed on February 26 th, 2014 ending on February 26 th, 2017 VI. CHANGES FROM STATUTORY INCOME TO CONSOLIDATED INCOME Statutory results Goodwill Eliminations Consolidated In K 12 months 2013 amortization Dividends Type Amount Result 59,619 (12,326) (27,744) Exchange differences UK 170 Deferred charges 5,519 Alliance Automotive Group Asset Revaluation (5,717) Excess tax amortization (3,702) Adjustments for acquisitions 6,343 Intrercompany provisions Merger losses and intercompany capital gains 3,605 (26,308) Provision for retirement 218 indemnities Warehouse margin (77) Other (1,122) TOTAL GROUP 59,619 (12,326) (27,744) (21,071) (1,522) VII. SALES REVENUES AND OPERATING PROFIT BY GEOGRAPHICAL LOCATION The geographical location of the group s sales revenues and operating profit can be split as follows: In thousands of euros 31/12/ /12/2012 France 621, ,021 UK 234, ,350 Revenues 856, ,371 France 34,575 28,912 UK 6,014 5,823 Operating profit 40,589 34,735 VIII. Extraordinary result In K Extraordinary income on disposal of fixed assets 14,490 Extraordinary writeback of provisions for liabilities and charges 147 Other extraordinary income 14 EXTRAORDINARY INCOME 14,651 Penalties and fines 35 Net book value of fixed asset disposals 13,189 Extraordinary amortization for provisions for liabilities and charges 153 Other extraordinary expenses 3,271 EXTRAORDINARY EXPENSES 16,648 EXTRAORDINARY RESULT (1,997) The extraordinary result is derived essentially from the sale of land and buildings which took place in June The other extraordinary expenses consist notably of 1,4 million euros of selling costs related to the land and buildings, site closure costs, moving costs and advisory costs relating to the corporate reorganization. F-73

414 D. Details of major items in balance sheet and income statement (Continued) IX. TAX PROOF 31/12/13 Profit attributable to the owners of the parent company (4,311) Profit attributable to non-controlling interests 2,789 (1,522) Amortization expense and Net Book Value of Goodwill 12,326 Consolidated income tax: French entities 7,585 Foreign entities: UK 1,338 Consolidated Profit before tax and goodwill amortization 19,727 Consolidated Profit before tax and goodwill amortization: french entities 14,013 Consolidated Profit before tax and goodwill amortization: foreign entities UK 5,714 Theoretical Income tax expense (34,43 % french entities; 24 % foreign entities) 6,196 Consolidated Income tax expense 8,923 Taxes on dividends (450) Tax carried forward losses not recognized as deferred tax assets (2,501) Permanent differences 32 Other differences 193 6,196 X. CONSOLIDATED STATEMENT OF CASH FLOWS CONSOLIDATED STATEMENT OF CASH FLOWS In thousands of euros 31/12/ /12/2012 Net income from consolidated companies (1,522) (4,341) Elimination of income expenditure with no cash impact or not reladted to normal operating activities Amortizations and depreciations 19,449 19,751 Change in deferred taxes 1,213 (41) Gains on disposals, net of tax (1,299) (412) Accrued interest on loans 9,972 8,810 Gross cash flow from consolidated companies 27,813 23,767 Change in operating working capital requirement (12,810) (8) Net cash flows from (used in) operating activities 15,003 23,759 Cash Flows from investing activities: Purchase of tangible and intangible assets (7,994) (7,479) Tangible and intangible asset disposals, net of tax 13, Impact of changes in consolidation scope (37,371) 249 Acquisitions of shares in non-consolidated entities (2,006) (910) Net cash flows from (used in) investing activities (33,415) (7,447) Cash flow from financing activities: Dividends paid to equity holders of the parent Dividends paid to non-controlling interets (2,996) (3,224) Share capitel increase/(decrease) (102) 13 Acquisition-related debt of consolidated companies 6,000 Financial debt issues & repayments 185,000 3,425 Loan issue expenses (9,419) Loan repayments (172,327) (14,286) Net cash flow from (used in) financing activities 6,156 (14,072) Impact of exchange rate fluctuations (562) 365 Net cash flow (12,818) 2,604 Cash and cash equivalents as at 1 st January 44,363 41,758 Cash and cash equivalents as at 31 st December 31,544 44,363 F-74

415 D. Details of major items in balance sheet and income statement (Continued) XI. OFF BALANCE SHEET COMMITMENTS The company SMEA-GEP granted a pledge on its APO shares and issued privileged guarantees to its lenders for amount of 7.2 m. As a result of the refinancing operation on November 26 th, 2013, Financière Alliance Industrie and Alliance Automotive Group entered into a joint and several guarantee arrangement. Their obligations amount to m and 38.2m, respectively, as at December 31 st, In addition, AAG and the other Group entities (with the exception of the 3G Group entities) granted joint and several securities, consisting of a pledge: of the shareholding of the main operating entities (except for the 3G Group entities) of intercompany receivables that the parent company is due from its subsidiaries of bank accounts balances opened in the name of the Group subsidiaries XII. AVERAGE NUMBER OF EMPLOYEES Other Average number Entity Managers Employees of employees 3.G.E.A 7 7 A.E.D.S AIM 9 9 ALLIANCE AUTOMOTIVE Group ALLIANCE INDUSTRIE APO AUTO DIFFUSION DU FINISTERE ADF AUTOS-POIDS LOURDS SERVICES APLS AFQ 4 4 BESNARD & GERARD CAL COMPTOIR AUTO LEVALLOISIEN COMPTOIR DU FREIN DPA ETABLISSEMENTS COLLET Etablissements Louis ROUSSEL ETABLISSEMENTS MAIMONE ETABLISSEMENTS RISSO ETABLISSEMENTS STIPA FREINS SERVICES POIDS LOURDS GROUPE DELAHAY GROUPE LE FLOCH GROUPE PENE G STORE HIOT LAPAUZE LE HELLO MAGNE MESNIL ACCESSOIRES MORIN AUTO NORMANDIE ACCESSOIRES PANSIER PENE AUTO PILAYROU R. & M. VANDENBERGHE & FILS SMEA GEP SOCALPPA SOCIETE DE DEVELOPPEMENT 3G SODIF A STAR-G F-75

416 D. Details of major items in balance sheet and income statement (Continued) Average number Entity Managers Other Employees of employees STEIMA PLSN TECHNODIS VIDALAUTO SAS UK n.a n.a 395 Groupe Précisium TPA CAR Total 342 2,603 3,339 XIII. LIST OF CONSOLIDATED ENTITIES AS AT DECEMBER 31 ST 2013 Registration Method of Entity Number Shareholding Consolidation ALLIANCE AUTOMOTIVE GROUP % Parent Company ALLIANCE AUTOMOTIVE France % Full Integration 3G SA % Full Integration STAR G SA % Full Integration GROUPE SMEA GEP % Full Integration APO % Full Integration MAGNE % Full Integration 3G EA SAS % Full Integration SOCALPPA % Full Integration GROUPE AIM % Full Integration BESNARD ET GERARD SAS % Full Integration COLLET SAS % Full Integration LE HELLO SAS % Full Integration LAPAUZE SAS % Full Integration MESNIL ACCESSOIRES % Full Integration MORIN AUTO SAS % Full Integration PILAYROU SAS % Full Integration PLSN % Full Integration RISSO SAS % Full Integration ROUSSEL SAS % Full Integration STEIMA SAS % Full Integration GROUPE VIDALAUTO % Full Integration GROUPE STIPA % Full Integration GROUPE COMPTOIR DU FREIN % Full Integration GROUPE LE FLOCH % Full Integration ADF SAS % Full Integration AEDS SAS % Full Integration APLS SAS % Full Integration GROUPE GUILLEMOT % Full Integration MAIMONE SAS % Full Integration OMNIA % Full Integration Groupe SARA % Full Integration Groupe PENE % Full Integration PAPA % Full Integration GROUPE HDP % Full Integration PINOT PIECES SERVICES SAS % Full Integration AFQ EURL % Full Integration GROUPE LIMOUX % Full Integration GROUPAUTO UNION INTERNATIONAL % Proportional Integration GAUSS 81% Full Integration ALLIANCE AUTOMOTIVE ESPANA 39% Proportional Integration ALLIANCE AUTOMOTIVE UK 100% Full Integration GROUPE TPA 100% Full Integration F-76

417 D. Details of major items in balance sheet and income statement (Continued) Registration Method of Entity Number Shareholding Consolidation GROUPE PRECISIUM 87% Full Integration DORSET 53% Full Integration FINANCIERE ALLIANCE INDUSTRIE 100% Full Integration GROUPE AAI 50% Proportional Integration GROUPE VDB 100% Full Integration NORMANDIE ACCESSOIRES 100% Full Integration F-77

418 D. Details of major items in balance sheet and income statement (Continued) XIV. GROUP ORGANISATION CHART F-78

419 CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31 st, 2012 SUMMARY Independent auditors report to Financiere Poinsetia F-80 Part 1: CONSOLIDATED FINANCIAL STATEMENTS Pages Consolidated balance sheet as at December 31 st, F-83 Consolidated income statement for the year ended December 31 st, F-85 Notes to the consolidated financial statements F-87 Part 2: ANALYSIS AND MOVEMENT OF CERTAIN ACCOUNTS FOR THE YEAR Pages Group organaisation chart F-96 Transition from statutory results to consolidated result F-97 Transition from statutory equity to consolidated equity F-97 Change in group consolidated equity F-97 Change in gross book value of fixed assets F-98 Change in amortization and depreciation F-99 Provisions F-100 Breakdown of borrowings by maturities F-101 Leasing commitments F-102 Details of extraordinary result F-103 Average number of employees F-104 Tax proof F-105 F-79