2. The terms of this particular Swap Transaction to which the Confirmation relates are as follows:

Transcription

1 From: To: Attention: Deutsche Bank A.G., London Branch Motor 2012 Plc Winchester House Mailstop 428, 1 Great Winchester Street, London. EC2N 2DB The Directors 19 September 2012 Dear Sirs, Confirmation Cross-currency Swap The purpose of this Confirmation is to state the terms and conditions of the Swap Transaction entered into between us on the Trade Date specified below. The terms and conditions stated by this Confirmation shall become effective on the date first given above. This letter constitutes a "Confirmation" as referred to in the 1992 ISDA Master Agreement (Multicurrency-Cross Border) dated as of 19 September 2012 entered into between Motor 2012 Plc ("Party A"), Deutsche Bank A.G., London Branch ("Party B"), and Deutsche Bank Trust Company Americas as amended and supplemented from time to time (the "Agreement"). The definitions and provisions contained in the 2006 ISDA Definitions as published by the International Swaps and Derivatives Association, Inc. (the "Definitions") are incorporated into this Confirmation. In the event of any inconsistency between any of the following, the first listed shall govern: (i) this Confirmation; (ii) the incorporated terms memorandum which is dated on or about the date of this Confirmation and signed for the purpose of identification by, inter alia, the parties hereto (the "Incorporated Terms Memorandum"); and (iii) the Definitions. 1. This Confirmation supplements, forms part of, and is subject to, the Agreement. All provisions contained in the Agreement govern this Confirmation except as expressly modified below. 2. The terms of this particular Swap Transaction to which the Confirmation relates are as follows: Party A: Party B: Motor 2012 Plc Deutsche Bank A.G., London Branch Trade Date: 12 September 2012

2 Effective Date: 19 September 2012 Motor XCCY Confirmation (Class A1c) Termination Date: Business Days: Business Day Convention: The earlier of (i) 25 February 2020 and (ii) the date on which the Class A1c Notes are redeemed in full in accordance with the Conditions. London, New York, Dublin Modified Following Exchange Rate: GBP/USD Party A Floating Amounts Party A Floating Amount: Party A Floating Rate Payer: Party A Currency Amount: Party A Payment Dates: Party A Floating Rate: Linear Interpolation: Designated Maturity: In respect of a Calculation Period, an amount equal to the product of (i) the Party A Currency Amount; (ii) the Party A Day Count Fraction; and (iii) the sum of the Party A Floating Rate and the Party A Spread. Party A GBP 124,177,325.22, subject to adjustment in accordance with the terms of this Confirmation. 25th day of each month, from and including 25 October 2012 to and including the Termination Date. GBP-LIBOR-BBA Applicable. One month. Party A Spread: % Party A Reset Date: Party A Day Count Fraction: The relevant LIBOR Determination Date. Actual/365 Party B Fixed Amounts Party B Fixed Amount: Party B Fixed Rate In respect of a Calculation Period, an amount equal to the product of (i) the Party B Currency Amount; (ii) the Party B Day Count Fraction; and (iii) the Party B Fixed Rate. Party B - 2 -

3 Payer: Party B Currency Amount: Party B Payment Dates: USD 200,000,000 subject to adjustment in accordance with the terms of this Confirmation. 25th day of each month, from and including 25 October 2012 to and including the Termination Date. Party B Fixed Rate: 1.286% Party B Day Count Fraction: 30/360 Initial Exchange Initial Exchange Date: Party A Initial Exchange Amount: Party B Initial Exchange Amount: Effective Date USD 200,000,000 GBP 124,177, Final Exchange Final Exchange Date: Termination Date Party A Final Exchange Amount: (i) prior to the occurrence of a Principal Payment Trigger Event, an amount in GBP equal to the lesser of: (a) (b) the amount specified for the Final Exchange Date in Annex I of this Confirmation; and the GBP amount available to pay principal amounts owing under the Class A1c Notes in accordance with Condition 7.2 (the "Class A1c Available Principal Amounts") on the Final Exchange Date; or (ii) following the occurrence of a Principal Payment Trigger Event an amount equal to the Class A1c Available Principal Amounts on the Final Exchange Date. Party B Final Exchange Amount: An amount in USD equal to the Party A Final Exchange Amount, converted into USD at the Exchange Rate

4 3. Details of Variation to Agreement: 3.1 Adjustments During the period from the Effective Date to the Termination Date (the "Redemption Period"): (a) the Party A Currency Amount shall be reduced on, and with effect from, each Party A Payment Date on which a Party A Interim Exchange Amount is paid (for the Calculation Period commencing on such Party A Payment Date) by: (i) prior to the occurrence of a Principal Payment Trigger Event, an amount in GBP equal to the lesser of: (a) (b) the amount specified for such Interim Exchange Date in Annex I of this Confirmation; and the Class A1c Available Principal Amounts; and (ii) upon the occurrence of a Principal Payment Trigger Event and thereafter, the Class A1c Available Principal Amounts on such Interim Exchange Date, (the amount of such reduction under (i) or (ii), an "Issuer Amortisation Amount"); (b) the Party B Currency Amount shall be reduced on, and with effect from, each Party B Payment Date on which a Party B Interim Exchange Amount is paid (for the Calculation Period commencing on such Party B Payment Date) by an amount equal to such Party B Interim Exchange Amount; and 3.2 Interim Exchange The following amounts shall be payable by Part A and Party B on each Interim Exchange Date: Party A Interim Exchange Amounts: Party B Interim Exchange Amount: Interim Exchange Dates: The Issuer Amortisation Amount in respect of the Party A Payment Date falling on the relevant Interim Exchange Date An amount in USD equal to the Issuer Amortisation Amount in respect of the Party A Payment Date falling on the relevant Interim Exchange Date, converted into USD at the Exchange Rate each Party B Payment Date on which any of the Class A1c Notes are redeemed in part pursuant to Condition 7.1 (Scheduled Redemption) and Condition

5 (Amortisation) Motor XCCY Confirmation (Class A1c) 4. Party A Notifications Party A will procure that Party B will receive notice of (a) the Party A Floating Amount, the Party A Interim Exchange Amount, the Party A Final Exchange Amount and all other information necessary to calculate the Party B Floating Amount, the Party B Interim Exchange Amount and Party A Final Exchange Amount for the Calculation Period not less than (3) Business Days prior to the Party A Payment Date on which such Party A Floating Amount, Party A Interim Exchange Amount and Party A Final Exchange Amount, respectively, is to be paid and (b) any interest payments otherwise due to be made on such payment date that will be deferred in accordance with the terms and conditions of the Class A1c Notes. 5. Reconciliation of Calculations Pursuant to Clause of the Cash Administration Agreement, if certain Calculation Data has not been provided or is otherwise unavailable but subsequently becomes available, the Cash Administrator shall provide that Calculation Data (the "Actual Calculation Data") in order to effect reconciliation calculations (if any) in accordance with this Clause 5. In respect of each Calculation Period, where the amount that would have been paid by a party ("X") to the other party ("Y") using the Actual Calculation Data exceeds the amount paid by X to the Y using the Estimated Calculation Data, such amount shall constitute an "Underpayment" by X. In respect of each Calculation Period, where the amount paid by X to Y using the Estimated Calculation Data exceeds that amount that would have been paid by X to the Y using the Actual Calculation Data, such amount shall constitute an "Overpayment" by X. In the event that the Cash Administrator provides Actual Calculation Data, the amount payable by X to Y on the next following Payment Date shall (a) be reduced by an amount equal to the aggregate of each Overpayment by X and each Underpayment by Y, and (b) shall be increased by an amount equal to the aggregate of each Underpayment by X and each Overpayment by Y. In the event that the amount payable by X to Y on the next following Payment Date, after taking into account all Overpayments and Underpayments by X and Y (if any) results in a negative number, the absolute value of such negative number shall be payable to X by Y. 6. Account Details Payments to Party A: Account for Payments in USD: Intermediary Bank: Deutsche Bank Trust Company Americas BKTRUS33-5 -

6 Account with Bank: Deutsche Bank AG London DEUTGB2L Final Beneficiary: MOTOR 2012 PLC CURRENCY SWAP RESERVE ACCOUNT IBAN: GB48DEUT Account for Payments in GBP: Bank: Deutsche Bank AG London Sort Code: Beneficiary Account Name: Account No (IBAN): SWIFT: Motor 2012 plc Sterling account GB59DEUT DEUTGB2L Payments to Party B: Account for Payments in USD: Bank: Deutsche Bank Trust Co, New York (ABA ) Account No: SWIFT: BKTRUS33 Account for Payments in GBP: Bank: Deutsche Bank AG, London Branch Account No: Direct Chaps: SWIFT: DEUTGB2L 7. Calculation Agent Determinations It is agreed by the parties that: (a) for the purpose of making any determination or calculation hereunder, the Calculation Agent may rely on any information, report, notice or certificate (the "Calculation Data") delivered to it by the Servicer, Cash Administrator and the Principal Paying Agent. In the event that the Calculation Data has not been provided or is otherwise unavailable the Calculation Agent shall calculate (and may rely on) its estimates of the Calculation Data using, to the extent available, previous Calculation Data delivered to it by the Servicer, Cash - 6 -

7 Administrator or the Principal Paying Agent (the "Estimated Calculation Data"). Subject to Clause 5 above, the Calculation Agent will not be liable for any error, incompleteness or omission regarding such Calculation Data or Estimated Calculation Data; and (b) payments made by Party B to the Principal Paying Agent in accordance with the settlement instructions, as determined above, will be considered an absolute and conclusive discharge of Party B's obligations to Party A in respect of such payment, regardless of whether the Principal Paying Agent makes a payment in turn to Party A. This will continue to be the case until Party A changes its account in accordance with Section 2(b) of the Agreement. 8. Contact for Party B Documentation and Operations: Telephone No.: Facsimile No.: Attention: Derivative.Documentation@db.comBusiness, bilal.kahloon@db.com, julien.cazorla@db.com, saurabhx.agarwal@db.com, alexey.teplukhin@db.com Derivative Documentation - 7 -

8

9

10 ANNEX I Date Amount 25/10/ /11/ /12/ /01/ /02/ /03/ /04/ /05/ /06/ /07/ /08/ /09/ /10/ /11/ /12/ /01/ /02/ /03/ ,729, /04/ ,901, /05/ ,073, /06/ ,245, /07/ ,417, /08/ ,589, /09/ ,589, /10/ ,589, /11/ ,348, /12/2014 8,692,