VIA A11 NV - IFLR. · PDF fileVIA A11 NV (incorporated as a public limited liability company...

VIA A11 NV (incorporated as a public limited liability company (société anonyme/naamloze vennootschap) under the laws of Belgium

and registered with the Belgian legal entities register under number 0547.978.239)

€577,900,000 4.49 per cent. Secured Amortising Bonds due 2045

Issue price: 100 per cent. The €577,900,000 4.49 per cent. Secured Amortising Bonds due 2045 (the Bonds) are issued by Via A11 NV a Belgian limited liability company (société anonyme/naamloze vennootschap), having its registered office at Tragel 60, 9308 Hofstade-Aalst Belgium and registered with the legal entities register (RPM/RPR) under number 0547.978.239 (the Issuer) and will be constituted by a bond trust deed (the Bond Trust Deed) to be dated on or about 20 March 2014 (the Issue Date) between the Issuer and Deutsche Trustee Company Limited as bond trustee (the Bond Trustee, which expression shall include its successors as bond trustee for the holders of the Bonds for the time being (the Bondholders)).

Interest accrues on the Bonds at a rate of 4.49 per cent. per annum from (and including) the Issue Date. Interest is payable from and including the Issue Date to and including 31 March 2018, quarterly in arrear on 31 March, 30 June, 30 September and 31 December and thereafter, from and including 30 September 2018, semi-annually in arrear on 31 March and 30 September in each year (each a Payment Date), the first Payment Date will be 31 March 2014. The Bonds will be redeemed in instalments on each Payment Date from and including 31 March 2018. To the extent not previously redeemed or purchased and cancelled, the Bonds will be redeemed in full on 30 September 2045 (the Final Redemption Date).

The Bonds will be issued on the Issue Date. A portion of the Bonds (the Initial Issue Bonds) will be subscribed and paid for on the Issue Date by the Bond Purchasers. The remaining portion of the Bonds (the Forward Purchase Bonds) will be subscribed and paid for by the Deutsche Bank AG, London Branch (Deutsche Bank) on the Issue Date and then sold back to the Issuer. Certain Bond Purchasers will purchase certain of the Forward Purchase Bonds on each Bond Purchase Date in accordance with the terms of an agreement dated 18 March 2014 between, inter alia, the Issuer, Deutsche Bank and the Bond Purchasers (the Bond Purchase Agreement).

On the Issue Date, the Issuer will also issue €287,509,000 4.49 per cent. unlisted partly paid notes (the PP Notes) to certain investors. Those investors may elect to purchase the remaining Forward Purchase Bonds rather than pay-up the PP Notes.

The European Investment Bank (EIB or the PBCE Provider) has undertaken to issue a letter of credit (the PBCE Letter of Credit) in accordance with the terms of a letter of credit and reimbursement deed between the Issuer, the Bond Trustee and the PBCE Provider dated the Issue Date (the PBCE Agreement) (as described in “Description of the PBCE Letter of Credit”). The PBCE Letter of Credit is not a guarantee but it is a form of subordinated credit enhancement in relation to the Bonds and the Bonds are not guaranteed by the PBCE Provider and the PBCE Letter of Credit is not a guarantee within the meaning of the Commission Regulation (EC) 809/2004. Under the terms of the PBCE Agreement, the PBCE Provider will undertake to make amounts available under the PBCE Letter of Credit in an amount up to the the PBCE Maximum Balance (a) to fund PBCE Funding Shortfalls; (b) to meet scheduled interest and principal payments in relation to the Bonds (other than those held by the Issuer) and the PP Notes; (c) if certain PBCE Rebalancing Events occur to meet mandatory partial redemption amounts due in respect of the Bonds and the PP Notes; or (d) to meet certain accelerated payments in relation to the Bonds and the PP Notes.

The Issuer is a special purpose vehicle whose principal purposes are, inter alia, to issue the Bonds and to design, build, finance and maintain the A11 road in Bruges in accordance with the provisions of an agreement to be entered into between the Flemish Region (the Authority ) and the Issuer on or around the Issue Date (the DBFM Agreement).

Via Brugge NV (HoldCo) is a special purpose vehicle established for the principal purpose of holding 60.67% of the shares in the Issuer. The remaining 39.33% of the shares in the Issuer are held by Via-Invest Vlaanderen NV, a company ultimately controlled by the Authority (Via-Invest). Via-Invest and HoldCo (together the Shareholders) are the sole shareholders of the Issuer. The Bondholders will have no recourse to any shareholder of HoldCo or Via-Invest other than for the amount of any equity contribution on or prior to the Issue Date and the Shareholder Loans or to the Authority other than in respect of the rights of the Issuer under the DBFM Agreement, which are secured in favour of the Security Trustee.

The obligations of the Issuer under the Bonds will be secured in favour of Deutsche Trustee Company Limited as security trustee (the Security Trustee, which expression shall include its successors for the time being). In accordance with a security trust and intercreditor agreement (the STID ) to be entered into by, inter alia, the Issuer, the Shareholders, DG Infra + NV, Inframan NV, Jan De Nul NV, Asfalt Wegenis En Bouwwerken NV, Aclagro NV, Algemene Aannemingen Van Laere NV, Franki Construct NV and Via-Invest Vlaanderen NV (the Shareholder Lenders), the Bond Trustee, the PBCE Provider, the Bond Purchasers, the PP Noteholders and the Security Trustee, the Transaction Security (as defined below) will be held by the Security Trustee for itself and on behalf of the Bondholders, the PP Noteholders, the PBCE Provider and the other Secured Creditors (as defined below) (see “ Description of the Finance Documents”). Pursuant to the STID, certain rights of the PBCE Provider against the Issuer under the PBCE Agreement are subordinated to rights of the Bondholders against the Issuer under the Bonds. However, no Enforcement Action (including acceleration of the Bonds) will be permitted, in the circumstances set out in Condition 8.2 (Events of Default) of the Bonds.

The Issuer will be required to redeem the Bonds in part prior to the Final Redemption Date upon the occurrence of a PBCE Rebalancing Event and may redeem the Bonds prior to the Final Redemption Date in full (but not in part only) upon the occurrence of certain tax-related events. The Issuer may also voluntarily redeem the Bonds prior to the Final Redemption Date in whole or in part provided that it pays the applicable Voluntary Redemption Make-Whole Amount (see Condition 4 (Redemption, Purchase and Cancellation) of the Bonds).

Application has been made to the Commission de Surveillance du Secteur Financier (the CSSF) in its capacity as competent authority under the Prospectus Act 2005 dated 10 July 2005 on prospectuses for securities, as amended (the Prospectus Act 2005) to approve this document as a prospectus for the purposes of Directive 2003/71/EC, as amended. The CSSF assumes no responsibility for the economic and financial soundness of the transactions contemplated by this Prospectus or the quality or solvency of the Issuer in accordance with Article 7(7) of the Prospectus Act 2005. Application has also been made to the Luxembourg Stock Exchange for the listing of the Bonds on the Official List of the Luxembourg Stock Exchange and admission to trading on the Luxembourg Stock Exchange’s regulated market.

References in this Prospectus to Bonds being listed (and all related references) shall mean that such Bonds have been admitted to trading on the Luxembourg Stock Exchange’s regulated market and have been admitted to the Official List of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange’s regulated market is a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2004/39/EC).

The Bonds are expected to be rated A3 by Moody’s Investor Services Limited (Moody’s) on the Issue Date. Moody’s is established in the European Union and is registered under the Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation). As such Moody’s is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website (at http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA Regulation. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating organisation.

The Bonds will be issued in dematerialised form in accordance with Article 468 and following of the Belgian Code of Companies and will be represented by a book-entry in the records of the X/N System operated by the National Bank of Belgium (the NBB) and will be credited to the accounts held with the X/N System by Euroclear Bank SA/NV (Euroclear) for credit by Euroclear to the securities accounts of their subscribers. Prior to the final Bond Purchase Date, the Bonds shall be credited to and held with the securities accounts of the relevant holders at Euroclear. Following the final Bond Purchase Date, the Bonds shall be eligible to be credited to securities accounts of the holders with Euroclear or Clearstream Banking S.A. (Clearstream, Luxembourg) or other X/N System participants for credit by Euroclear, Clearstream, Luxembourg or other X/N System

participants to the securities accounts of their subscribers.

The Bonds will be accepted for clearance through the X/N System, and are accordingly subject to the applicable Belgian clearing regulations, including: the Belgian law of 6 August 1993 on transactions in certain securities, its implementing Belgian Royal Decrees of 26 May 1994 and 14 June 1994 and the rules of the X/N System and its annexes, as issued or modified by the NBB from time to time (the laws, decrees and rules mentioned in this Clause, in each case as modified or replaced from time to time, being referred to herein as the NBB System Regulations).

The Bonds will governed by English law save that any matter relating to the title to, and dematerialised form of, the Bonds will be governed by the laws of Belgium. The Bonds are intended to be held in a manner which will allow Eurosystem eligibility. This does not mean that the Bonds will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon, inter alia, satisfaction of the Eurosystem eligibility criteria.

An investment in Bonds involves certain risks. Prospective investors should have regard to the factors described in the section “Risk Factors” on page 22.

Global Co-ordinator

Deutsche Bank

Joint Lead Managers

Bayern LB Belfius Bank Deutsche Bank

The date of this Prospectus is 20 March 2014

IMPORTANT INFORMATION

This Prospectus comprises a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC (the Prospectus Directive) as amended (which includes the amendments made by Directive 2010/73/EU to the extent that such amendments have been implemented in a relevant Member State of the European Economic Area).

The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the knowledge of the Issuer (having taken all reasonable care to ensure that such is the case) the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information.

The Issuer, having made all reasonable enquiries, confirms that this Prospectus contains all material information with respect to the Issuer, the Project and the Bonds (including all information which, according to the particular nature of the Issuer, the Project and of the Bonds, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Issuer and of the rights attaching to the Bonds), that the information contained or incorporated in this Prospectus is true and accurate in all material respects and is not misleading, that the opinions and intentions expressed in this Prospectus are honestly held and that there is no other fact the omission of which would make this Prospectus or any of such information or the expression of any such opinion or intention misleading.

None of Deutsche Bank, Belfius Bank SA/NV and Bayerische Landesbank (together the Joint Lead Managers), the Bond Trustee, the Security Trustee, the PBCE Provider, the Bond Custodian, the Project Agent, the Account Bank, the Account Operator, the Authority or Via-Invest has independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Joint Lead Managers, the Bond Trustee, the Security Trustee, the Bond Custodian, the PBCE Provider, the Project Agent, the Account Bank, the Account Operator, the Authority or Via-Invest as to the accuracy or completeness of the information contained in this Prospectus or any other information provided by the Issuer in connection with the offering of the Bonds. None of the Joint Lead Managers, the Bond Trustee, the Security Trustee, the Bond Custodian, the PBCE Provider, the Project Agent, the Account Bank, the Account Operator, the Authority or Via-Invest accepts liability in relation to the information contained in this Prospectus or any other information provided by the Issuer in connection with the offering of the Bonds or their distribution.

No person is or has been authorised by the Joint Lead Managers, the Issuer, the Bond Trustee, the Security Trustee, the Bond Custodian, the PBCE Provider, the Project Agent, the Account Bank, the Account Operator, the Authority or Via-Invest to give any information or to make any representation not contained in or not consistent with this Prospectus or any other information supplied in connection with the offering of the Bonds and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, the Joint Lead Managers, the Bond Trustee, the Security Trustee, the Bond Custodian, the PBCE Provider, the Project Agent, the Account Bank, the Account Operator, the Authority or Via-Invest.

Neither this Prospectus nor any other information supplied in connection with the offering of the Bonds (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by the Issuer, the Joint Lead Managers, the Bond Trustee, the Security Trustee, the Bond Custodian, the PBCE Provider, the Project Agent, the Account Bank, the Account Operator, the Authority or Via-Invest that any recipient of this Prospectus or any other information supplied in connection with the offering of the Bonds should purchase any Bonds. Each investor contemplating purchasing any Bonds should make its own independent investigation of the financial condition and affairs and its own appraisal of the creditworthiness of the Issuer. Neither this Prospectus nor any other information supplied in connection with the offering of the Bonds constitutes an offer or invitation by or on behalf of the Issuer, the Joint Lead Managers, the Bond Trustee, the Security Trustee, the Bond Custodian, the PBCE Provider, the Project Agent, the Account Bank, the Account Operator, the Authority or Via-Invest to any person to subscribe for or to purchase any Bonds.

Neither the delivery of this Prospectus nor the offering, sale or delivery of the Bonds shall in any circumstances imply that the information contained herein concerning the Issuer, any Shareholder or the Project is correct at any time subsequent to the date hereof or that any other information supplied in connection with the offering of the Bonds (whether contained in this Prospectus or otherwise) is correct as of any time subsequent to the date indicated in the document containing the same. The Joint Lead Managers, the Bond Trustee, the Security Trustee, the Bond Custodian, the PBCE Provider, the Project Agent, the Account Bank, the Account Operator, the Authority and Via-Invest expressly do not undertake to review the financial condition or affairs of the Issuer during the life of the Bonds or to advise any investor in the Bonds of any information coming to their attention.

This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy the Bonds in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of this Prospectus and the offer or sale of Bonds may be restricted by law in certain jurisdictions. The Issuer, the Joint Lead Managers, the Bond Trustee, the Security Trustee, the Bond Custodian, the PBCE Provider, the Project Agent, the Account Bank, the Account Operator, the Authority and Via-Invest do not represent that this Prospectus may be lawfully distributed, or that the Bonds

may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Issuer, the Joint Lead Managers, the Bond Trustee, the Security Trustee, the Bond Custodian, the PBCE Provider, the Project Agent, the Account Bank, the Account Operator, the Authority or Via-Invest which is intended to permit a public offering of the Bonds or the distribution of this Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no Bonds may be offered or sold, directly or indirectly, and neither this Prospectus nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Prospectus or any Bonds may come must inform themselves about, and observe, any such restrictions on the distribution of this Prospectus and the offering and sale of Bonds.

The Bonds may not be a suitable investment for all investors. Each potential investor in the Bonds must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor may wish to consider, either on its own or with the help of its financial and other professional advisers, whether it:

(i) has sufficient knowledge and experience to make a meaningful evaluation of the Bonds, the merits and risks of investing in the Bonds and the information contained in this Prospectus or any applicable supplement;

(ii) has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Bonds and the impact the Bonds will have on its overall investment portfolio;

(iii) has sufficient financial resources and liquidity to bear all of the risks of an investment in the Bonds, including Bonds where the currency for principal or interest payments is different from the potential investor’s currency;

(iv) understands thoroughly the terms of the Bonds and is familiar with the behaviour of financial markets; and

(v) is able to evaluate possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.

Legal investment considerations may restrict certain investments. The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (a) Bonds are legal investments for it, (b) Bonds can be used as collateral for various types of borrowing and (c) other restrictions apply to its purchase or pledge of any Bonds. Financial institutions should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of Bonds under any applicable risk-based capital or similar rules.

The Bonds have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act), or with any securities regulatory authority of any state or other jurisdiction of the United States and the Bonds may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act (Regulation S)), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws. Each purchaser of the Bonds will be deemed to have made the representations described in “Subscription and Sale”.

FINANCIAL MODEL

Summary information derived from the results of the financial model in relation to the Project (the Financial Model) which is set out in Appendix 1 of this Prospectus (the Summary Financial Model Information) does not constitute a projection or prediction. A financial model simply illustrates hypothetical results that are mathematically derived from specified assumptions. In addition, the Financial Model shows cash flows available for debt service and does not model individual financial performance under the assumptions set forth therein. Although the revenues, operating, maintenance and capital costs, interests rates and taxes have been modelled in alignment with the Issuer’s most accurate expectation of the Project’s performance as at the date of this Prospectus, it can be expected that these will almost certainly differ from those assumed for the purposes of the Financial Model. Accordingly, actual performance and cash flows for any future period will almost certainly differ from those shown by the results of the Financial Model.

The inclusion of the Summary Financial Model Information herein should not be regarded as a representation by the Issuer or any other person that the results contained in the Financial Model will be achieved. In addition, the Summary Financial Model Information contained herein does not, and does not purport to, restate the Financial Model in its entirety. Prospective investors in the Bonds are cautioned not to place undue reliance on the Financial Model, the Summary Financial Model Information or summary information derived therefrom and should make their own independent assessment of the future results of operations, cash flows and financial condition.

The Summary Financial Model Information was prepared by the Issuer. The Issuer confirms that the Summary Financial Model Information has been accurately reproduced and that, as far as the Issuer is aware and is able to ascertain from the Financial Model, no facts have been omitted which would render the Summary Financial Model Information, in the context of the information contained in the Financial Model, inaccurate or misleading.

FORWARD LOOKING STATEMENTS

Certain statements contained in this Prospectus, including any forecasts, projections, descriptions or statements regarding the possible future results of operations, any statement preceded by, followed by or including the words “believes”, “expects”, “plans” or “will” or similar expressions, and other statements that are not historical facts, are or may constitute “forward-looking statements”. Since such statements are inherently subject to risks and uncertainties, actual results may differ from those expressed or implied by such forward-looking statements including, without limitation, any projections included as part of the Summary Financial Model Information prepared by the Issuer and set out in Appendix 1. Although the Issuer believes that the projections contained in this Prospectus are reasonable as at the date of this Prospectus, the Issuer cannot give any assurance that such projections will prove to have been correct.

Important factors that could cause actual results to differ from such projections are disclosed in this Prospectus, including, without limitation, those contained in the section entitled “Risk Factors” and any such projection is qualified in its entirety accordingly.

Each investor in the Bonds offered in this Prospectus will be deemed to have represented and agreed that it has read and understood the description of the assumptions and uncertainties underlying the projections that are set forth in this Prospectus and to have acknowledged that the Issuer is under no obligation to update the information and do not intend to do so.

Save as expressly provided under the terms of the Transaction Documents, the Issuer does not undertake any obligation to release publicly any revision to such forward-looking statements after the date of this Prospectus to reflect later events or circumstances or to reflect the occurrence of unanticipated events. These cautionary statements should be considered in connection with any written or oral forward-looking statements that the Issuer may issue in the future.

All descriptions of documents referred to in this Prospectus are qualified in their entirety by reference to the terms of the original documents.

PRESENTATION OF INFORMATION

The Issuer has obtained market and industry data and other statistical information used throughout this Prospectus from its own research, surveys or studies conducted by third parties, independent industry or general publications and other published independent sources. Where information has been sourced from a third party, such as industry publications and surveys that generally state that they have obtained information from sources believed to be reliable, but do not guarantee the accuracy and completeness of such information, Issuer confirm that such information has been accurately reproduced and, as far as it is aware and are able to ascertain from such information, no facts necessary for the review of such information for the purpose for which it was included herein have been omitted which would render the reproduced information inaccurate or misleading. While the Issuer believes that these industry publications and surveys are reliable, the Issuer has not independently verified such data, and does not make any representations as to the accuracy of such information. Similarly, the Issuer believes that their internal research is reliable, but it has not been verified by any independent sources.

Certain figures included in this Prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an exact arithmetic aggregation of the numbers that precede them. Percentage figures included in this Prospectus have not in all cases been calculated on the basis of such rounded figures but on the basis of such amounts prior to rounding. For this reason, certain percentage amounts in this Prospectus may vary from those obtained by performing the same calculations using the figures in the relevant financial statements. Certain other amounts that appear in this Prospectus may not sum due to rounding.

Any information available on any website referred to in this Prospectus shall not form part of this Prospectus.

DEFINED TERMS

All capitalised terms used in this Prospectus and not otherwise defined in this Prospectus (including the Conditions) have the meanings assigned to them in the Glossary.

LON29133735/2+

CONTENTS

Page

OVERVIEW OF THE PROJECT .................................................................................................................................. 9

OVERVIEW OF THE BONDS.................................................................................................................................... 13

TRANSACTION STRUCTURE.................................................................................................................................. 21

RISK FACTORS ........................................................................................................................................................ 22

USE OF PROCEEDS.................................................................................................................................................. 38

DESCRIPTION OF THE ISSUER................................................................................................................................ 39

DESCRIPTION OF THE SHAREHOLDERS .............................................................................................................. 43

DESCRIPTION OF THE PROJECT DOCUMENTS.................................................................................................... 52

DESCRIPTION OF THE FINANCE DOCUMENTS ................................................................................................... 76

DESCRIPTION OF THE PBCE PROVIDER.............................................................................................................. 110

DESCRIPTION OF THE PBCE LETTER OF CREDIT ............................................................................................... 111

CONDITIONS OF THE BONDS................................................................................................................................ 115

CLEARING .............................................................................................................................................................. 137

TAXATION.............................................................................................................................................................. 138

SUBSCRIPTION AND SALE.................................................................................................................................... 143

GLOSSARY ............................................................................................................................................................. 147

GENERAL INFORMATION..................................................................................................................................... 172

APPENDIX 1 SUMMARY FINANCIAL MODEL INFORMATION ................................................................ 174

OVERVIEW OF THE PROJECT

This overview highlights selected information appearing elsewhere in this Prospectus. This overview does not contain all of the information that is important to prospective investors in the Bonds or that prospective investors should consider in making an investment decision and is qualified in its entirety by, and should be read in conjunction with, the more detailed information, including information in the appendices hereto, appearing elsewhere in this Prospectus. Prospective investors should carefully consider the information set forth under “Risk Factors” herein. In addition, certain statements are forward-looking statements which involve risks and uncertainties. See “Forward Looking Statements”.

Background

On 8 April 2010, the Authority, Agentschap Wegen & Verkeer (represented for the purposes of the bid procedure by Via-Invest Vlaanderen NV (Via-Invest)), invited tenders for the design, build, finance and maintenance of the Road (as defined below) (the Project).

Via Brugge NV, a consortium made up of Ondernemingen Jan De Nul NV, Aswebo NV, Aclagro NV, Algemene Aannemingen Van Laere NV, Franki Construct NV and DG Infra+ NV, was selected as “preferred bidder” on 21st December 2012. Via Brugge NV submitted the building permit file on 8 May 2013. The building permit (the Building Permit) was issued on 25 October 2013 and all environmental permits have been issued (the last of which, relating to 2 bridges), was granted on 20 January 2014). The challenge period of one month relating to such permits has expired without any claim against the issue of permits being made.

The Project

The Project is part of the Flemish "Missing Link" package of Public Private Partnership (PPP) projects. It involves the design, build, finance and maintenance of the A11 road connection / port bypass ("havenrandweg") between the provincial N49 (the Natiënlaan, at the Westkapelle residential district in Knokke) and the N31 (at the Blauwe Toren in Bruges) (the Road).

The main line of the missing link is approximately 13 km long and is part of the Trans-European Transport Network (TEN-T). It will create a fast connection between the port of Bruges-Zeebrugge with the hinterland, as well as improving recreational access to the west coast and optimising access to the Bruges regional urban area. The Road will be aligned south west – north east and connected through three junctions to the underlying road network. In the south west, the A11 will be connected to the N31 (in the direction of Bruges and Zeebrugge). The existing junction with the Blankenbergsesteenweg will be adjusted. In the north east, at the junction with the Natiënlaan, the access to the port of Bruges-Zeebrugge from the N49 will be improved. Roughly halfway along the A11 route, a junction complex will be created allowing access to the eastern part of the port. Over the Boudewijn Canal a new twin movable bridge will be built on the A11 that will guarantee continued access for sea-going ships to the inner harbour.

The Project incorporates nearly 90 civil engineering structures, including twin bascule bridges, a viaduct and three tunnels. Via Brugge intends to design and construct the Infrastructure (primarily consisting of the main road) and Third Party Infrastructure (primarily consisting of adjacent cycle paths and connecting roads) within 41.5 months (3.5 years). The Infrastructure is then to be maintained for 30 years.

The Principal Project Parties

The Contractor (the Issuer)

The design, build, finance and maintenance of the Road will be managed by the Issuer, a special purpose vehicle owned by Via Brugge NV (60.67 %) and Via-Invest (39.33 %).

Via Brugge NV is a special purpose vehicle recently incorporated under Belgian law, owned by a consortium of seven shareholders: Ondernemingen Jan De Nul NV (Jan De Nul), Asfalt-, Wegenis- en Bouwwerken NV (Aswebo), Aclagro NV (Aclagro), Inframan NV (Inframan ), Algemene Aannemingen Van Laere NV (Van Laere), Franki Construct NV (Franki ) and DG Infra+ NV (DG Infra+ ) (together the Consortium).

The members of the Consortium have together both local and international civil and road construction experience and expertise. In particular, in 2011 members of the Consortium reached financial close on the Via-Invest Vlaanderen NV PPP road project "Kempen north-south missing link" (Jan De Nul and Aswebo) and "R4 Gent" (DG Infra+), and both projects are currently under construction, with the respective Consortium members working closely with Via-Invest.

Via-Invest is a shareholder in the Issuer, with 51% of its shares held by the government-owned independent investment company PMV and 49% of its shares held by Agentschap Wegen & Verkeer.

The Sub-Contractors

The parties to the EPC Contract are the Issuer and a joint venture vehicle composed of (i) Jan De Nul, (ii) Van Laere, (iii) Aswebo, (iv) Aclagro and (v) Franki (the EPC Contractor).

The parties to the Maintenance Contract are the Issuer and a joint venture vehicle composed of (i) Jan De Nul, (ii) Van Laere, (iii) Aswebo, (iv) Aclagro, and (v) Franki (the MTC Contractor ).

The MTC Contractor and the EPC Contractor comprise the same parties, which should limit issues as regards to the interface between construction and maintenance.

Under Belgian law, a “tijdelijke handelsvennootschap” or joint venture vehicle (a JVV ) is a temporary (commercial) partnership whose partners are jointly and severally liable for the JVV’s obligations.

The Maintenance Contract includes the possibility for the MTC Contractor to set-up a special purpose vehicle (Maintain Co) in the form of a limited liability company under Belgian law, prior to the Availability Date, on conditions to be specified by the Issuer and the Financiers in order to bring the Issuer into a position that is neither better nor worse than if the Maintenance Contract were not transferred to Maintain Co.

Contractual Structure

Overview

The Project follows the internationally recognised DBFM (Design, Build, Finance and Maintain) structure, pursuant to which the Authority will enter into the DBFM Agreement with the Issuer.

The Issuer in turn will enter into the EPC Contract and the Maintenance Contract. These contracts are back-to-back with the provisions of the DBFM Agreement for the design and construction of the Infrastructure and the Third Party Infrastructure, and the maintenance of the Infrastructure, respectively. The EPC Contract therefore passes (subject to agreed liability caps) to the EPC Contractor the design and construction risks, liabilities and obligations assumed by the Issuer in the DBFM Agreement, and the Maintenance Contract passes (subject to agreed liability caps) to the MTC Contractor the risks, liabilities and obligations of the Issuer contained in the DBFM Agreement which relate to the repair, maintenance and hand-back of the Infrastructure. See the section entitled Description of Project Documents for further information.

Independent Technical Review

The design, construction and maintenance proposals developed by Via Brugge NV have been independently reviewed by Steer Davies Gleave (in that capacity, the Technical Adviser) which has been appointed to act as independent technical adviser to Via Brugge NV.

Design and Construction

The design and construction of the Infrastructure and Third Party Infrastructure is to be undertaken by the EPC Contractor in accordance with the terms of the EPC Contract. The EPC Contract operates on a fixed-price, fixed-term, lump-sum, turnkey basis, back-to-back with the provisions of the DBFM Agreement and supported by a construction performance security package.

The specification for the works (the Technical Specification) is that provided by the Authority and supplemented by Via Brugge NV during the procurement process, and the Issuer will not permit any variation from the Technical Specification unless it is approved by the Authority. The Authority has opted for an integral approach, whereby traffic related, ecological, landscape and spatial aspects must be considered in a satisfactory manner in the development of the Road. This implies, inter alia, the taking of necessary action to mitigate the effects on the environment, the fitting into the landscape of the main road, qualitative solutions for interactions with and modifications of underlying networks.

Jan De Nul as main shareholder in the EPC Contractor and MTC Contractor is taking the lead management of the Project, meaning that key management functions such as project director, process manager, engineering manager, lead project managers and accounting manager will be performed by experienced Jan De Nul persons.

Construction works are estimated to start on 21 March 2014, with a total construction period of 41.5 months, this gives a target Completion Date of 5 September 2017. At this point, the Road shall be complete and a Completion Certificate should be issued to the Issuer.

The design phase commenced in June 2013 and preparation works such as those relating to relocation of cables and ducts, archaeological investigations and geotechnical investigations have been proceeding since April 2013.

Operation and Maintenance

Maintenance of the Infrastructure is to be undertaken by the MTC Contractor for a 30-year period in accordance with the terms of the Maintenance Contract.

The Maintenance Contract obligations are back-to-back with the provisions of the DBFM Agreement and supported by a construction performance security package.

The Issuer's principal obligation under the Maintenance Contract is payment of the agreed sums representing the Maintenance Fee. These sums are indexed quarterly in accordance with a specific price revision formula in line with the price revision formula applicable to the availability payments under the DBFM Agreement (see Remuneration of the Issuer below).

Major maintenance primarily comprises renewal of asphalt wearing course at 15 year intervals, renewal of structural asphalt at 24 years, renewal of asphalt base in slow lane at 24 years, road markings at 3 year intervals, painting bascule bridges at 6 year intervals, renewal of tunnel lighting at years 12 and 24 and revision of hydraulic jacks of bascule bridges at year 20.

The Maintenance Reserve Account in the Original Financial Model is designed to ensure that funds will be available when necessary for the Issuer to fulfil its payment obligations in relation to heavy maintenance under the DBFM Agreement.

Remuneration of the Issuer

As from the Availability Date, when the Infrastructure is completed (which is expected to be 5 September 2017), the DBFM Agreement grants the Issuer the right to receive periodic availability payments (“Beschikbaarheidsvergoeding”), payable quarterly, amounting to 90% of full availability payments. The remaining 10% of availability payments is only payable from the Completion Date (when both the Infrastructure and Third Party Infrastructure are completed).

Availability payments are linked to meeting performance and quality targets. Accordingly, the Project must be operated and maintained to certain standards, with various penalties deductible if these standards are not fully met.

The Project, therefore, carries construction and availability risk for the Issuer. However, no traffic demand risk element is contained in the DBFM Agreement.

OVERVIEW OF THE BONDS

The following overview does not purport to be complete and is taken from, and qualified in its entirety by, the remainder of the Prospectus and the terms and conditions of the Bonds set out in the section entitled “Terms and Conditions of the Bonds” (the Conditions).

Words and expressions defined in the Conditions shall have the same meanings in this section. If such words and expressions used in this section are not defined in the Conditions, they shall have the meaning given to them in the “Glossary”.

Issuer: Via A11 NV a Belgian public limited liability company (naamloze vennootschap/société anonyme) (see “Description of the Issuer”).

Initial Shareholders: Via Brugge NV, and Via-Invest.

Bond Trustee: Deutsche Trustee Company Limited.

Security Trustee: Deutsche Trustee Company Limited.

Principal Paying Agent: Belfius Bank SA/NV.

Account Bank: Deutsche Bank AG, Brussels Branch.

Account Operator Deutsche Bank AG, London Branch.

Project Agent: Deutsche Bank AG, London Branch.

PBCE Provider: European Investment Bank (see “Description of the PBCE Provider”).

Bond Purchasers European Investment Bank, Allianz IARD, Allianz Vie and Allianz Global Investors Europe GmbH acting on behalf of Allianz Ald Fonds, Allianz Vkrenten Direkt Fonds, Allianz RFG Fonds, Allianz VGI 1 Fonds, Allianz GLRS Fonds, Allianz PV-RD Fonds, Allianzgi-Fonds PKM Degussa, Universal-Investment-Gesellschaft MBH and Allianz Apav Fonds, and Allianz S.p.A. acting in the interests of Ras Vitariv, RB/AZB Vitariv and AZ Danni (together, the Original Bond Purchasers).

Description of Bonds: €577,900,000 4.49 per cent. Secured Amortising Bonds due 2045, to be issued by the Issuer on the Issue Date.

Issue Date: 20 March 2014.

Issue Process and Use of Proceeds:

The Bonds will be issued on the Issue Date. Pursuant to the terms of the Bond Purchase Agreement the Initial Issue Bonds will be subscribed and paid for on the Issue Date by the Bond Purchasers and the Forward Purchase Bonds will be subscribed and paid for on issue by Deutsche Bank and then on the Issue Date will be repurchased by the Issuer and transferred to Deutsche Bank AG, London Branch (the Bond Custodian) to be held for and on behalf of the Issuer. Pursuant to the Bond Purchase Agreement, certain of the Bond Purchasers have agreed to purchase the Forward Purchase Bonds from the Issuer on each Bond Purchase Date. The Issuer will use the proceeds of sale of the Initial Issue Bonds on the Issue Date and the proceeds received on sale of the Forward Purchase Bonds on each Bond Purchase Date to fund the Project Costs. (see “Use of Proceeds” below).

Form and Denomination of the Bonds:

The Bonds will be issued in dematerialised form in denominations of €100,000. The Bonds will be issued in dematerialised form in accordance with Article 468 and following of the Belgian Code of Companies will be are represented by a book-entry in the records of the X/N System operated by the National Bank of Belgium (the NBB) and will be credited to the accounts held with the X/N System by Euroclear, Clearstream, Luxembourg or other X/N

System participants for credit by Euroclear, Clearstream, Luxembourg or other X/N System participants to the securities accounts of their subscribers.

The Bonds will be accepted for clearance through the X/N System, and are accordingly subject to the applicable Belgian clearing regulations, including the NBB System Regulations.

Up to and including the final Bond Purchase Date, the Bonds shall be credited to and held with the securities accounts of the relevant holders at Euroclear. Following the final Bond Purchase Date, the Bonds shall be eligible to be credited to securities accounts of the holders held with Euroclear, Clearstream, Luxembourg or other participants in the X/N System.

Final Redemption Date: 30 September 2045.

Average life: 20.69 years.

Bond Trust Deed: The Bonds will be constituted by, and issued subject to, the Bond Trust Deed (see “Description of the Finance Documents”).

PBCE Letter of Credit: The PBCE Provider will undertake to make available the PBCE Letter of Credit, in an amount up to the PBCE Maximum Balance, as a form of subordinated credit enhancement in relation to the Bonds and the PP Notes under, and in accordance with the terms of, the PBCE Agreement. Under the terms of the PBCE Agreement, the PBCE Provider has undertaken to make available amounts under the PBCE Letter of Credit in the following circumstances (subject in all cases to the PBCE Available Amount):

(a) PBCE Funding Shortfall: to make payment either of certain cash shortfalls, or in respect of Debt Service on the Bonds and the PP Notes (if the Technical Adviser reasonably believes that the PBCE Longstop Date can be met and certain other conditions are satisfied) following a PBCE Funding Shortfall during the Construction Phase;

(b) Debt Service: to make scheduled interest and principal payments in relation to the Bonds and PP Notes if there is insufficient cash available to the Issuer for such purposes;

(c) PBCE Rebalancing Events: if a PBCE Rebalancing Event (as defined below) occurs, during the Availability Phase, to make payment of mandatory partial redemption amounts in respect of the Bonds and PP Notes; or

(d) Accelerated Payments: provided no PBCE Rebalancing has previously occurred, to make accelerated payments (excluding any make-whole amount, costs or indemnities associated therewith) in relation to the Bonds and PP Notes if there is insufficient cash available to the Issuer for such purposes following acceleration of the Bonds,

all as more particularly described in the PBCE Agreement (see the section entitled “Description of the PBCE Letter of Credit”).

PP Notes: On the Issue Date, the Issuer will issue €287,509,000 4.49 per cent. unlisted partly paid notes to certain investors (the PP Noteholders and Relevant Investors). On issue each PP Note will be paid up as to €1,000.

The PP Notes shall rank pari passu with the Bonds. The PP Notes will not be listed.

Pursuant to the terms and conditions of the PP Notes, the PP Noteholders shall pay-up the PP Notes in specified amounts on dates corresponding to the Bond

Purchase Dates (PP Note Pay-Up Dates).

If the Issuer offers Forward Purchase Bonds to the Relevant Investors prior to any Bond Purchase Date in a principal amount equal to the amount to be paid-up on such PP Note Pay-Up Date and the Relevant Investor accepts such offer, the obligation to pay up the relevant PP Notes shall be discharged by purchasing such Forward Purchase Bonds on such date.

Security: The Bondholders (and the other Secured Creditors) will have the benefit of the following security granted by the Issuer, the Shareholders and the Shareholder Lenders in favour of the Security Trustee (together, the Transaction Security):

(a) security granted by the Issuer over its rights in respect of the Transaction Documents to which it is a party, credit rights deriving from its bank accounts, rights over its receivables and other rights as listed in the Issuer Security Documents;

(b) security granted by the Shareholder Lenders in respect of rights over its receivables in connection with the Shareholder Loan Agreements; and

(c) security granted by HoldCo and Via-Invest over their respective shares held in the Issuer.

The rights of the Bond Trustee to take Enforcement Action in respect of the Transaction Security will be restricted by the provisions of the STID (see the section entitled “Description of the Finance Documents – Security Trust and Intercreditor Deed - Enforcement Action”).

Secured Creditors: The Secured Creditors will be the Security Trustee, the Bond Trustee, the Bondholders, the PP Noteholders, the PBCE Provider, the Principal Paying Agent, each Paying Agent, the Project Agent, the Bond Custodian, the Bond Purchasers, the Account Operator and the Account Bank.

STID: The Bonds will be subject to, and have the benefit of the STID (see “Description of the Finance Documents”). The STID will regulate (i) the claims of the Secured Creditors; (ii) the exercise, acceleration and enforcement of rights by the Secured Creditors; (iii) the rights of the Secured Creditors to instruct the Security Trustee; and (iv) the giving of consents and waivers and the making of modifications to the Security Documents, the Common Terms Agreement and the other Transaction Documents including, in particular, the basis on which votes of the Secured Creditors will be counted for the purpose of determining whether the Security Trustee may provide consents or waivers or approve modifications.

The STID will provide for decisions to be made according to certain majorities and quorums. Decisions may be Discretion Matters, Ordinary Voting Matters, Extraordinary Voting Matters or QC Voting Matters and each type of decision is subject to different requirements as to majorities and/or quorums. Under the STID, certain rights of the PBCE Provider against the Issuer under the PBCE Agreement are subordinated to rights of the Bondholders against the Issuer under the Bonds.

Enforcement Action (including acceleration of the Bonds) will not be permitted:

(a) in circumstances where there is no amount available for drawing under the PBCE Letter of Credit, without the prior written consent of the PBCE Provider as a result of a DSCR Default or MRA Default if the most recent PBCE PLCR is equal to or greater than 1.20:1; or

(b) as a result of:

(i) a DSCR Default;

(ii) an MRA Default; or

(iii) a failure to pay on the due date any amount payable pursuant to a Finance Document at the place at and in the currency in which it is expressed to be payable,

if any amount remains available for drawing under the PBCE Letter of Credit; or

(c) without the prior written consent of the PBCE Provider, in circumstances where a drawing under the PBCE Letter of Credit for a PBCE Funding Shortfall is requested by the Issuer pursuant to Part B of Schedule 5 of the Common Terms Agreement before the PBCE Longstop Date, in relation to any Event of Default which was subsisting, or had occurred, and of which Bond Creditors had notice as at the date of such notice by the Issuer to the Bond Trustee pursuant to Part B of Schedule 5 of the Common Terms Agreement.

The decision to take Enforcement Action may only be taken by holders of Qualifying Debt (which includes (i) the outstanding principal amount of the Bonds, (ii) the Outstanding Purchaser Commitments (as defined below) under the Bond Purchase Agreement, (iii) amounts paid up on the PP Notes and outstanding commitments to pay up the PP Notes and (iv) drawn and outstanding principal amounts under the PBCE Letter of Credit) passing a QC Resolution (see Condition 8.2 (Events of Default)).

The STID will also provide for the ranking (in point of payment) of the claims of the Secured Creditors following the taking of Enforcement Action.

Interest Payments: Interest will accrue on the Bonds at a rate of 4.49 per cent. per annum from (and including) the Issue Date. Interest is payable:

(a) from and including the Issue Date to and including 31 March 2018, quarterly in arrear each 31 March, 30 June, 30 September and 31 December; and

(b) thereafter, from and including 30 September 2018, semi-annually in arrear on 31 March and 30 September in each year,

(each a Payment Date).

Scheduled Redemption of the Bonds:

The Bonds will be redeemed in instalments on each Payment Date from and including 31 March 2018 (see Condition 4.2 (Redemption, Purchase and Cancellation - Scheduled Redemption)). To the extent not previously redeemed, the Bonds will be redeemed at their Principal Amount Outstanding on the Final Redemption Date.

Optional redemption of the Bonds:

On giving not fewer than 30 nor more than 60 days’ notice to the Bondholders, the Principal Paying Agent and the Bond Trustee, the Issuer may (subject to the satisfaction of certain conditions) in accordance with the Conditions redeem the Bonds in whole or in part on any Payment Date at their Principal Amount Outstanding together with accrued and unpaid interest and the applicable Voluntary Redemption Make-Whole Amount (see Condition 4.3 (Redemption, Purchase and Cancellation - Optional Redemption)).

Optional redemption for tax reasons; illegality:

On giving not fewer than 30 but not more than 60 days’ notice to (among others) the Bondholders and the Bond Trustee, the Issuer may, in accordance with the Conditions, redeem all, but not some only, of the Bonds at their Principal Amount Outstanding together with accrued and unpaid interest on the date set out in the circumstances in the circumstances set out below (subject to satisfaction of certain conditions):

(a) where the Issuer is or will be obliged to make any withholding or deduction from payments and pay additional amounts in respect of the

Bonds pursuant to Condition 6 (Taxation); or

(b) it is illegal for the Bonds to remain outstanding or unlawful for the Issuer to perform its obligations under the Finance Documents; and

(c) despite using all reasonable endeavours to avoid the event described in (a) or (b) above, the Issuer is unable to do so.

See Condition 4.4 (Redemption, Purchase and Cancellation - Optional Redemption for Tax Reasons; Illegality).

Mandatory Redemption of the Bonds:

The Issuer shall, subject to certain conditions, redeem the Bonds (in whole or in part) on the relevant Payment Date next following the occurrence of a PBCE Rebalancing Event (see Condition 4.5 (Mandatory Redemption - PBCE Rebalancing Event)).

A PBCE Rebalancing Event will be deemed to have occurred in respect of a Payment Date, during the Availability Phase, if on such Payment Date, the PBCE Letter of Credit has been drawn to pay Debt Service, and:

(a) the BLCR as at that Payment Date is below 1.10:1; or

(b) on that Payment Date, the sum of:

(i) the amount of the PBCE Letter of Credit drawn to pay Debt Service (as calculated in accordance with Clause 1.4 of Part C (Debt Service Procedure and PBCE Drawing Mechanism for Debt Service Shortfalls) of the Common Terms Agreement), plus

(ii) all amounts previously drawn under the PBCE Letter of Credit and not repaid by the Issuer pursuant to Clause 4.1(a)(i) (Reimbursement) of the PBCE Agreement,

exceeds an amount equal to 50 per cent. of the Debt Service falling due on that Payment Date; or

(c) there has been a drawing under the PBCE Letter of Credit to pay Debt Service in respect of the previous three consecutive Payment Dates; or

(d) if:

(i) the PBCE Rebalancing Historic DSCR as at that Payment Date is 0.85:1, or below;

(ii) the PBCE Provider confirms in writing not later than 30 Business Days following that Payment Date to the Issuer, Bond Trustee and the Project Agent that, in its discretion, it wishes to designate a PBCE Rebalancing Event on the immediately following Payment Date in respect of which the PBCE Rebalancing Historic DSCR was 0.85:1, or below; and

(iii) the PBCE Provider has not delivered a further notice in writing prior to the day which is the 25th Business Day prior to the next Payment Date to the Issuer, the Bond Trustee and the Project Agent confirming that it is revoking such previous designation on the basis that the Issuer has demonstrated to its satisfaction that the PBCE Rebalancing Historic DSCR will no longer be less than 0.85:1 on the next Payment Date,

provided that no PBCE Rebalancing Event shall be deemed to have occurred as a

result of paragraphs (a) or (d) above for so long as a dispute is continuing in relation to any Assumption or calculation relating to the BLCR level or the PBCE Rebalancing Historic DSCR level which has not been finally determined in accordance with the provisions of the Finance Documents.

Following the occurrence of a PBCE Rebalancing Event, the Issuer shall, on giving not fewer than 5 nor more than 15 days’ notice to the Bondholders (in accordance with Condition 11 (Notices)), to the Principal Paying Agent and to the Bond Trustee, redeem the Bonds in part on the next Payment Date following the occurrence of the PBCE Rebalancing Event in an amount equal to the Bondholders’ Proportion of the PBCE Rebalancing Amount. Such amount shall be applied to reduce the Principal Amount Outstanding of each Bond and applied to reduce each remaining Amortisation Amount pro rata in accordance with Condition 4.2 (Scheduled Redemption).

The PBCE Rebalancing Amount shall be an amount equal to the available amounts under the PBCE Letter of Credit drawn down on the Payment Date next following the occurrence of the PBCE Rebalancing Event (less, if any, the amount to be drawn down under the PBCE Letter of Credit to pay Debt Service on such Payment Date).

Bondholders’ Proportion means the proportion which the Principal Amount Outstanding of the Bonds bears to the aggregate Principal Amount Outstanding of the Bonds and the PP Notes.

Common Terms Agreement: The Issuer, the PBCE Provider, the Bond Trustee, the Security Trustee, the Project Agent, the Account Operator and the Account Bank will enter into a common terms agreement on the Issue Date (the Common Terms Agreement) pursuant to which the Secured Creditors will have the benefit of common representations, covenants and events of default.

Project Accounts: The Issuer will be required to maintain the Proceeds Account, the Insurance Proceeds Account, the Maintenance Reserve Account, the Debt Service Reserve Account and the Distributions Account with the Account Bank in accordance with the terms of the Account Bank Agreement and the Common Terms Agreement.

Debt Service Reserve Account: The Issuer will be required to maintain a minimum balance in the Debt Service Reserve Account (or DSRA) with the Account Bank, which balance, on satisfaction of certain conditions, will be available to make payments in respect of the Bonds. The DSRA Required Balance equals, on each Test Date after the final Bond Purchase Date, the aggregate of all scheduled interest payments and principal payments in respect of the Bonds until (and including) the next Payment Date. (See “Description of the Finance Documents – Common Terms Agreement – Debt Service Reserve Account”).

Maintenance Reserve Account: The Issuer will be required to maintain a minimum balance in the Maintenance Reserve Account with the Account Bank, which balance, if needed will be available to make payments in respect of lifecycle maintenance expenditure. The MRA Required Balance equals, the amount shown in the Operating Financial Model as the credit balance that should be maintained on the Maintenance Reserve Account, being:

(a) 100 per cent. of the lifecycle maintenance costs during the next 12 months commencing on the Test Date in respect of which the Operating Financial Model was prepared;

(b) 66.67 per cent. of the lifecycle maintenance costs during the period from the date that is 12 months after the Test Date in respect of which the Operating Financial Model was prepared to (but excluding) the date that is 24 months after the Test Date in respect of which the Operating Financial Model was prepared; and

(c) 33.33 per cent. of the lifecycle maintenance costs during the period from the date that is 24 months after the Test Date in respect of which the Operating Financial Model was prepared to (but excluding) the date that is 36 months after the Test Date in respect of which the Operating Financial Model was prepared.

See “Description of the Finance Documents – Common Terms Agreement– Maintenance Reserve Account”.

Status of the Bonds: The Bonds are direct, secured and unconditional obligations of the Issuer and (subject as provided above) will rank pari passu, without any preference among themselves and with the PP Notes.

Meetings of Bondholders: The Conditions and the Bond Trust Deed contain provisions for calling meetings of Bondholders to consider matters affecting their interests generally. Subject to the provisions of the STID, these provisions permit defined majorities to bind all Bondholders including Bondholders who did not attend (or were not represented) and did not vote at the relevant meeting and Bondholders who abstained or voted in a manner contrary to the majority.

Modification, Waiver and Substitution:

The Bond Trustee may without the consent of Bondholders, agree to, and direct the Security Trustee to agree to, any modification of (subject to certain exceptions), or to the waiver or authorisation of any breach or proposed breach of, any of the provisions of Bonds or the other Finance Documents in the circumstances contemplated by and subject to the Conditions, the Bond Trust Deed and the STID.

Withholding Tax and additional amounts:

The Issuer will pay such additional amounts as may be necessary in order that the net amounts received by each Bondholder after withholding or deduction for any taxes imposed by tax authorities in Belgium upon payments made by or on behalf of the Issuer in respect of the Bonds, shall equal the amount which would have been receivable in respect of the Bonds in the absence of any such withholding or deduction, subject to customary exceptions, as described in Condition 6 (Taxation).

Listing, approval and admission to trading:

Application has been made to the CSSF to approve this Prospectus as a prospectus and to the Luxembourg Stock Exchange for the listing of the Bonds on the Official List of the Luxembourg Stock Exchange and admission to trading on the Luxembourg Stock Exchange’s regulated market.

Governing law: The Bonds (other than any matter relating to title to, and the dematerialised form of, the Bonds), the Bond Trust Deed, the Common Terms Agreement, the PBCE Letter of Credit, the PBCE Agreement, the Account Bank Agreement, the Bond Custody Agreement, the Project Agent Services Agreement, the Bond Purchase Agreement, the PP Notes, the PP Note Subscription Agreement and the STID and any non-contractual obligation arising out of or in connection with them will be governed by, and construed in accordance with, English law. Certain of the Security Documents, the Clearing Agreement and other Transaction Documents and any matter relating to title to, and the dematerialised form of, the Bonds will be governed by Belgian law.

Credit Ratings: The Bonds are expected, upon issue, to be rated A3 by Moody’s. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation.

Risk Factors: There are certain factors that may affect the Issuer’s ability to fulfil its obligations under the Bonds. In addition, there are certain factors which are material for the purpose of assessing the market risks associated with the Bonds. These include the fact that the Bonds may not be a suitable investment for all investors and certain market risks. See “Risk Factors” below.

TRANSACTION STRUCTURE

The following structure diagram does not purport to be complete and is taken from, and is qualified in its entirety by, the remainder of this Prospectus. Words and expressions defined elsewhere in this Prospectus shall have the same meanings in this structure diagram. The following diagram sets out the current ownership structure of the Issuer and also illustrates major contractual relationships currently in place for the Project and its financing.

( ( ( (

RISK FACTORS

The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Bonds. All of these factors are contingencies which may or may not occur and the Issuer is not in a position to express a view on the likelihood of any such contingency occurring.

In addition, factors which are material for the purpose of assessing the market risks associated with the Bonds are listed below.

The Issuer believes that the factors described below represent the principal risks inherent in investing in the Bonds, but the inability of the Issuer to pay interest, principal or other amounts on or in connection with the Bonds may occur for other reasons which may not be considered significant risks by the Issuer based on information currently available to it or which it may not currently be able to anticipate. Prospective investors should also read the detailed information set out elsewhere in this Prospectus and reach their own views prior to making any investment decision.

Factors with respect to the Project Documents

Reliance on other parties

Risks that are not specifically and expressly borne by the Authority (or any successor thereto) under the DBFM Agreement are borne by the Issuer. Some of these risks are passed on in whole or in part (and subject to limits on liability) to insurers, the EPC Contractor under the EPC Contract or the MTC Contractor under the Maintenance Contract, with interfaces between the EPC Contractor and the MTC Contractor being dealt with in the Interface and Coordination Contract. However, to the extent that the Authority, the insurers, the EPC Contractor or the MTC Contractor fail to meet their obligations in respect of risks that have been assumed by them, or claims by the Issuer exceed the insured amounts or limits on liability, or such risks are not effectively passed on by the Issuer, the Issuer will continue to bear these risks. These risks might affect the Issuer's ability to meet its payment obligations under the Bonds.

Direct agreements and step-in rights

Any material change made to a public procurement contract will require a new tender. Case law (from the European Court of Justice, the Pressetext case) suggests that a full new procurement procedure is required in the case of a material change to the initial contract, in particular, if there are changes to the scope and content of the rights and obligations of the parties. This may be the case if the amended terms are likely to have had an influence on the outcome of the award procedure, had they formed a part of the initial procedure, or if a contractor who is awarded a contract by an authority is substituted by a different contractor.

It is therefore possible that the Issuer's replacement, upon the Security Trustee exercising its step-in and cure rights under the Authority Direct Agreement, may qualify as a material change to the DBFM Agreement, requiring a new tender process. This could be a ground for setting aside the DBFM Agreement with the replacement DBFM contract party or as ineffective. The time limit for such a claim to be made is 30 days after the publication of the notice in the Official Journal, or 6 months after the new contract is concluded (if no notice was published). The prospect of the DBFM Agreement being set aside on this basis might adversely affect the ability of the Security Trustee, on behalf of the Finance Parties (which includes the Noteholders), to exercise its step-in and cure rights under the Authority Direct Agreement.

In addition, there is legal uncertainty as to the compatibility of direct agreements with Belgian bankruptcy laws, especially regarding the enforceability of the transfer mechanism established by the DBFM Agreement, combined with the Authority Direct Agreement, against the trustee in bankruptcy (“curator”). Hence, in the event of the bankruptcy of the Issuer, it may not be possible for the Security Trustee to exercise its step-in rights as contemplated under the Authority Direct Agreement.

DBFM Agreement and the General Contracting Conditions

The DBFM Agreement deviates significantly from the General Contracting Conditions applicable to public procurement contracts annexed to the Royal Decree of 26 September 1996. Such derogations are only permissible if they are necessary based on the specificities of the work to be performed and a special justification is given. Although yet untested, such derogations are fully in line with Belgian PPP practice. In case of a dispute, this could result in some less material provisions of the DBFM Agreement being set aside to the advantage of the Issuer on the ground that some derogations from the General Contracting Conditions are not permissible.

Termination of the DBFM Agreement

The DBFM Agreement incorporates termination rights for the Authority and the Issuer. The DBFM Agreement provides for compensation to be paid by the Authority to the Issuer if the DBFM Agreement is terminated due to (i) default by the Authority or voluntary termination by the Authority, (ii) the DBFM Agreement breaching applicable law, (iii) prolonged Critical Delay and (iv) force majeure which is (expected to be) prolonged. The DBFM Agreement also provides for compensation to be paid by the Authority to the Issuer or by the Issuer to the Authority where the DBFM Agreement is terminated due to (i) Issuer default or (ii) grounds for immediate termination (which are essentially specific Issuer defaults).

The amount of compensation payable varies depending on the reason for termination and other circumstances. In case of termination of the DBFM Agreement for an Authority Default or in case of voluntary termination by the Authority, the amount of compensation has been designed to enable the Issuer to meet its payment obligations under the Finance Documents, including Make-Whole Amounts payable in respect of the Bonds pursuant to Condition 4.3 (Optional Redemption) and Condition 8 (Events of Default). However, where termination is due to (i) the DBFM Agreement breaching applicable law, (ii) prolonged Critical Delay or (iii) prolonged force majeure, the termination compensation payable is limited to the principal amount outstanding under the Finance Documents, explicitly excluding any make-whole payment for future expected interest payments under the Finance Documents (including the Bonds).

The termination compensation payable is also limited if the DBFM Agreement is terminated on the basis of an Issuer default or a Ground for Immediate Termination and may not be sufficient to allow the Issuer to meet its obligations under the Finance Documents (including the Bonds). However, to mitigate the risk of an Issuer default occurring, the Security Trustee will have step-in and cure rights under the Authority Direct Agreement, the EPC Direct Agreement and the MTC Direct Agreement. In addition, to mitigate the risk of the Issuer defaulting under the DBFM Agreement as a result of a default of the EPC Contractor or the MTC Contractor under the EPC Contract or the Maintenance Contract, respectively, both the EPC Contract and the Maintenance Contract contain a number of information and monitoring obligations and compensation designed to enable the Issuer to meet its obligations under the Finance Documents is payable under the EPC Contract and/or Maintenance Contract (subject to the agreed limits on liability).

The exact amount of the termination compensation will be established by the Authority and the Issuer. Failing an agreement thereon within 40 Business Days, the amount of compensation shall be determined through dispute resolution under the DBFM Agreement. Once determined, the compensation is to be paid by the Authority to the Issuer within 50 Business Days of such determination, together with interest at 5% thereon for the period from the termination of the DBFM Agreement until the date on which the compensation is paid. As such, there may be a delay in the Authority paying compensation to the Issuer and, in turn, the Issuer making payments to the Bondholders.

Construction Delay

The Issuer will enter into a fixed price, lump sum, time certain, design and build EPC Contract with the EPC Contractor for the construction of the Road. Under the EPC Contract, the risks relating to the design and construction of the Road will be borne by the EPC Contractor, subject to an agreed (aggregate) liability cap of 100 per cent of the construction cost (excluding VAT).

The joint and several obligations of the partners comprising the EPC Contractor will be guaranteed under a letter of credit in the amount of 20 per cent of the construction cost (excluding VAT).

The EPC Contract will require the EPC Contractor to issue a progress report each month. Invoices sent by the EPC Contractor to the Issuer must be sent together with this progress report. In the event of insufficient progress, the Issuer can instruct the EPC Contractor to submit a remedial plan.

Delay in completion of the works beyond the Scheduled Availability Date will delay receipt of the Net Availability Payment under the DBFM Agreement (see “Description of the Project Documents”) from the Authority, but will not reduce the period during which such payments will be due (30 years). In addition, the EPC Contractor will be required to pay the Issuer delay damages, which can be set-off against amounts still due by the Issuer to the EPC Contractor under the EPC Contract. These damages include all losses, Financing Costs and additional expenses incurred by the Issuer due to the Availability Certificate not being issued on the Scheduled Availability Date, but subject to an agreed cap of 12 per cent of the construction cost (excluding VAT).

If the lost revenue for delay exceeds the liability cap of 12 per cent of the construction cost (excluding VAT), this may have an adverse impact on the ability of the Issuer to meet its payment obligations under the Bonds.

If, as a result of a delay in completion of the works, the Availability Certificate or the Completion Certificate is still not issued more than 365 days after the Scheduled Availability Date or the Scheduled Completion Date, respectively, this constitutes a Ground of Immediate Termination of the DBFM Agreement. In relation to such event, the Security Trustee has step-in and cure rights under the Authority Direct Agreement and the EPC Direct Agreement.

Unavailability

The Project is an availability fee based project with no traffic (‘demand’) risk for the Issuer. However, there is a risk that revenues will be less than expected on account of reductions to the availability payments. The availability payments can be reduced by Availability Adjustments, Performance Discounts, and an Energy Efficiency Bonus, if the availability conditions or energy efficiency requirements set out in the DBFM Agreement are not met, or if the Issuer is otherwise in breach of certain of its obligations.

Up to the Availability Date, the EPC Contractor will be liable under the EPC Contract to pay to the Issuer the amount of any such deduction, subject to the liability cap under the EPC Contract. As of the Availability Date, the MTC Contractor will be liable under the Maintenance Contract to pay to the Issuer the amount of any such deduction, subject to the liability cap under the Maintenance Contract. To the extent that the deductions from the availability payments exceed the respective liability caps, the Issuer will bear the residual risk of those deductions and this may have an adverse effect on the Issuer's ability to meet its payment obligations under the Finance Documents.

Major Maintenance

The Issuer will be under an obligation, under the DBFM Agreement, to undertake certain major maintenance work. Major maintenance primarily comprises renewal of asphalt wearing course at 15 year intervals, renewal of structural asphalt at 24 years, renewal of asphalt base in slow lane at 24 years, road markings at 3 year intervals, painting bascule bridges at 6 year intervals, renewal of tunnel lighting at years 12 and 24 and revision of hydraulic jacks of bascule bridges at year 20. The timing and cost of the expenditure for such scheduled maintenance work has been accounted for by the MTC Contractor under the Maintenance Contract. There are a variety of factors which could lead to higher than projected maintenance costs. Under the Maintenance Contract, the MTC Contractor will bear the risk of increased maintenance costs together with any associated deductions from the availability payments. However, if the maintenance costs have increased and the MTC Contractor has to be replaced for any reason, the Issuer may be unable to enter into a replacement contract on similar terms and may be required to pay higher than projected maintenance costs (and may not be adequately compensated for this where the MTC Contractor fails to comply with its obligations under the Maintenance Contract). This may have an adverse effect on the Issuer's ability to meet its payment obligations under the Finance Documents.

Under the financing arrangements, an account (the Maintenance Reserve Account) will be established by the Issuer in order to provide reserve funds on a forward looking basis for major maintenance expenditure. These funds will be available to fund major maintenance, subject to the Issuer's obligation to replenish such funds subsequently. Accordingly, the risks associated with the potential costs of the major maintenance works are mitigated by the existence of this Maintenance Reserve Account. However, there can be no assurance that the funds credited to the Maintenance Reserve Account will be adequate to meet such maintenance costs and, in the event that the Issuer becomes liable to meet higher than projected maintenance costs, this may have an adverse effect on the Issuer's ability to meet its payment obligations under the Finance Documents.

Under the Maintenance Contract, the part of the Maintenance Fee which relates to major maintenance is only payable in respect of major maintenance actually performed, and shall not exceed the amounts provided for in the Maintenance Contract. Whenever major maintenance needs to be performed prior to the date scheduled under the Maintenance Contract, the MTC Contractor will be responsible for providing prefinancing for the performance of heavy maintenance, until the date scheduled for payment in the Maintenance Contract. Whenever major maintenance is not required at the date scheduled under the Maintenance Contract, the MTC Contractor is entitled to be paid all interest accruing on the Maintenance Reserve Account from the date originally scheduled for such delayed major maintenance under the Maintenance Contract up until effective payment following the performance of the delayed major maintenance and, in the case of an omission of initially scheduled major maintenance approved by the Issuer, the price of such major maintenance omitted.

Defects

The DBFM Agreement will impose, for Third Party Infrastructure components (“Buiten Configuratie elementen”), a minimum guarantee period of 2 years from the date of ‘provisional acceptance’. This guarantee period runs until ‘final acceptance’ of the Third Party Infrastructure components. After ‘final acceptance’, the Issuer remains liable for structural defects for a period of 10 years following the date of provisional acceptance of the Third Party Infrastructure.

Under the EPC Contract, these same obligations will be imposed on (hence, passed through to) the EPC Contractor. The EPC Contractor shall, moreover, indemnify the Issuer for any damage resulting from such defects, including any claims of third parties, subject to the agreed liability caps. The EPC Contractor must also indemnify the Issuer for structural defects for a period of 10 years. Its liability for such structural defects is unlimited under mandatory Belgian law.

However, the Issuer will have to incur the costs associated with these defects if the EPC Contractor defaults, if the liability cap is reached in respect of non-structural defects or if the Issuer is unable to recover the same under its Decennial Liability insurance.

Indemnities

Under the DBFM Agreement, the Issuer will be liable to hold the Authority harmless and indemnify the Authority in respect of certain third party liabilities of the Authority, subject to agreed caps. In relation to such third party liabilities, insurance will be taken out by the Issuer and compensation for the Issuer is provided for under the EPC Contract and MTC Contract (subject to agreed caps).

To the extent that the indemnities payable exceed the insurance coverage and the respective liability caps, the Issuer will bear the residual risk of such third party indemnities.

Change in Law

The Authority will be required to compensate the Issuer in respect of changes in law which (i) apply specifically to the Issuer or contractors under agreements similar to the DBFM Agreement, or to the services that the Issuer provides or that are provided under agreements similar to the DBFM Agreement; or (ii) force the Issuer to make additional capital investments (costs that are usually depreciated over more than one year) with an investment value of more than €50,000 per change in law; or (iii) in combination with previous changes, result in the costs for the performance of the works (other than capital investments and depreciation thereof) over the term of the DBFM Agreement increasing by a minimum average amount of €10,000 per annum.

Change in law relating to (i) direct taxation, (ii) renewable energy, (iii) Permits or (iv) internal policies of rating agencies are not compensated for by the Authority. The risks associated with these such changes in law will be absorbed by the EPC Contractor to the extent the changes in law relate to the design and construction of the Road prior to the Availability Date, and by the MTC Contractor to the extent the changes in law relate to the maintenance of the Infrastructure on or after the Availability Date. The Issuer will, however, bear all risks relating to changes of law not absorbed by the Authority, the EPC Contractor or the MTC Contractor.

Force majeure

Various events will be characterised in the DBFM Agreement as "Force Majeure Events", principally terrorism, war, nuclear explosion and certain contamination events, plane accidents, detonation of explosive material, natural disasters, national strikes, fire and explosions, as well as other exceptional circumstances as a result of which a party cannot fulfil its obligations under the DBFM Agreement.

Upon the occurrence of a Force Majeure Event, each party will be relieved from performance and liability to the extent that it is unable to perform its obligations. The parties shall then consult on the options for continuing the DBFM Agreement, as it stands or in an amended form.

The DBFM Agreement will provide for compensation to be paid by the Authority to the Issuer in respect of loss caused by Force Majeure Events. The amount of such compensation has been designed so as to enable the Issuer to meet its obligations under the Finance Documents (other than the PBCE Agreement).

If a Force Majeure Event persists for 120 Business Days (i.e. approximately 6 months) and the parties have not reached agreement on the continuation of the DBFM Agreement or if a Force Majeure Event has occurred and it is evident that, as a result, the DBFM Agreement cannot be continued, each party is entitled to terminate the DBFM Agreement with immediate effect. The amount of compensation due by the Authority to the Issuer in this case will be, however, limited to the outstanding principal amount under the Finance Documents (including the Bonds) plus accrued but unpaid interest, excluding any additional make-whole payment or similar payment.

Compensation will be paid by the Authority within 30 days after the end of each quarter in which the financial harm took place. As such, there may be a delay in the Authority paying compensation to the Issuer and, in turn, the Issuer making payments to the Bondholders.

Permits and resident objections

There are two types of permits mentioned in the DBFM Agreement:

(a) Authority Permits , namely the Building Permit and the Environmental Permit. Both permits are necessary for the Issuer to carry out the works. The Authority bears the risk in respect of these permits being withdrawn, voided, suspended or declared illegal, and of the interruption of the Works following the suspension or the voidance of a such Authority Permits or the underlying urban planning regulations. The building permit was issued on 25 October 2013 and the environmental permit on 24 January 2014. No complaints have been filed against either permit. Both permits are executable since 22 February 2014.

(b) All other permits required for the works. These permits will be the responsibility of the Issuer. All risk in respect of applying for these permits in a timely manner and maintaining and renewing them has been passed down to the EPC Contractor and MTC Contractor under the EPC Contract and Maintenance Contract, respectively.

Any interested party can appeal against a decision granting or refusing a building permit to the Council for Permit Disputes (“Raad voor Vergunningsbetwistingen”). The Environmental Permit can be challenged before the Council of State (“Raad van State”). Interim remedies (e.g. an order to stop the works) can be granted by the ordinary courts in summary proceedings and, if the decision granting or refusing the permits is found to be irregular, the court can set aside the building or environmental permit.

If the required building or Environmental Permit cannot be obtained or is suspended or set aside, it will be impossible for the Issuer to fulfill its obligations under the DBFM Agreement.

The following circumstances (relevant to the permits) would be considered at the Authority's risk if they result in Critical Delay: the required permits are not definitively granted within the applicable statutory timeframe or within a reasonable period of time; or a permit is withdrawn, suspended, cancelled or declared inapplicable or works are suspended as a result of the suspension or revocation of a permit or a document (in this case, the zoning plans or EIA) which forms the legal basis for the permit (unless caused by the Issuer).

In this respect, mention must be made of the decision of 20 September 2013 by the Council of State which partially annulled the Bruges metropolitan zoning plan (GRUP) is relevant insofar as it relates to sub-areas 16 (“Sint-Pietersplas-De Spie”) and 24 (“Chartreuse”). The A11 motorway is located in subarea 16 of the aforementioned GRUP. However, the Authority has confirmed that this does not constitute an obstacle to the delivery of the building permit, which was effectively delivered on 25 October 2013.

If this results in Critical Delay, compensation will be payable by the Authority to the Issuer and shall include additional financing costs resulting from the Critical Delay. In the event of long-lasting Critical Delay (12 or 24 months, depending on the circumstances) due to an Event of Delay or a Compensation Event, each party is entitled to terminate the DBFM Agreement. Compensation in such case is, however, limited to the outstanding principal amount under the Finance Documents (including the Bonds) plus accrued but unpaid interest, excluding any additional make-whole payments or similar payments.

Compensation will be paid by the Authority within 30 days after the end of each quarter in which the financial harm took place. As such, there may be a delay in the Authority paying such compensation to the Issuer and, in turn, the Issuer making payments to the Bondholders.

Increase of insurance premiums

The DBFM Agreement will require the Issuer to take out several forms of insurance. An increase in the insurance premiums relating to these may affect the financial capacities of the Issuer.

This obligation to take out insurance is passed down to the EPC Contractor and MTC Contractor under the EPC Contract and Maintenance Contract, respectively. As a consequence, the EPC Contractor and MTC Contractor will bear the cost of an increase in premiums. However, for adequate insurance cover to be available, the Issuer must rely on the EPC Contractor and MTC Contractor to fulfil their obligations in respect of insurance under the EPC Contract and Maintenance Contract, respectively. See "Reliance on other parties" above.

The Issuer will not be required to insure against a risk which is, or becomes, Uninsurable. In addition, in the event of an Exceptional Premium Increase, the Authority shall is required to adjust the Gross Availability Payment by 85% of the amount of the actual increase in the insurance premiums.

Indexation

Under the DBFM Agreement, each quarter a fixed portion of the Availability Payments is indexed based on an underlying basket of price indices. This basket is composed of publicly available price indices, each weighted by the net present value share of the operational expense items to which they apply to the total net present value of the all operational expenses. The relative weights of each of the price indices in the indexation factor remains fixed throughout the term of the DBFM Agreement, regardless of the evolution of the relative weights of the operational expenses buckets to which they apply in any relevant quarter.

As a result, since the various components of the operating expenses vary over time, there is a risk that the indexation factor as calculated under the DBFM Agreement, which assumes that each operation expense component remains constant over time, does not fully reflect the underlying price inflation of the operating costs. The risk implied by this disconnect in time between the time the Availability Payment is indexed under the DBFM Agreement and the time the actual operating expenses arises and is indexed under the Maintenance Contract is borne by the Issuer. This may have an adverse affect on the ability of the Issuer to meet its payment obligations in respect of the Bonds.

Key Technical Challenges and Risks

The Project is a new-build road with a relatively large number of associated civil structures. Most of the construction is straightforward in nature, although there are some moderately complicated design/engineering characteristics with respect to a number of structures, such as the extended viaduct and the bascule bridges. The construction programme provides sufficient time for the road and associated structures to be built, particularly as the nature of the construction programme supports working on various sections in parallel. No material concern in connection with ground conditions or environmental matters has been identified.

Technical Construction Risks

The execution method for the tunnel zone K050-K055 requires the construction of building pits using sheet piles 25 to 30 meters long. The driving and extracting of such sheet piles through hard sand layers and into the clay layer is a key technical challenge. The potential difficulties in the extraction of the sheet piles and the cost impact of leaving the sheet piles in the ground is significant. The EPC Contractor has mitigated this risk by gaining access to a larger site, and thus being able to use conventional construction methods that obviate the need for long sheet piles. This execution method involves drawing down the water table using conventional methods.

The Project interferes at several locations with operational railways serving both passengers and harbour freight traffic, specifically, the long viaduct K031-K032 runs over two railway lines, the cycle tunnel K037-K049 runs under two railway lines, and the local road K015-K016 runs under two railway lines. A close coordination and cooperation with the railway operator Infrabel will therefore be necessary. Planning will need to be monitored closely to avoid the risk of delays during construction. The EPC Contractor has significant experience of working over, under and alongside railways and has a good relationship with the railway operator Infrabel.

As several contractors are involved in the design and construction of the twin bascule bridges K033 over the Boudewijn canal, design coordination represents a key challenge. The EPC Contractor started the detailed design for these bridges in June 2013, giving time to identify and deal with coordination issues. Further, the EPC Contractor and its nominated subcontractors (Victor Buyck Steel Construction and Fabricom GDF Suez) have extensive experience in the construction of large steel bridge structures.

The curved bridge K103 at the interchange of the A11 with the N49 is to be constructed on an elevated level and to be jacked down after construction. The operation of jacking down can give rise to construction difficulties but the EPC Contractor has significant experience in this area.

The Project involves close cooperation and coordination with stakeholders around the region (including municipalities Brugge, Zuienkerke, Damme and Knokke-Heist including police and fire departments, Port Authority and local port companies, railway operator Infrabel, and environmental agencies). There is a risk that these stakeholders will impose additional requirements in relation to the Project. Since extensive negotiations have been held with all stakeholders involved from 2010, the risk is seen as low. All relevant advice from stakeholders has been taken into account in the Building Permit for the Project. Further cooperation and coordination with these stakeholders will be important in order to avoid any disruption to the execution of the works.

Other design and construction risks have been identified by the EPC Contractor and allowance has been made for these in the budget and the planning of the construction works. For example, additional horizontal and vertical forces on geotechnical structures from adjacent embankments and excavations could lead to increased foundations, longer required

periods for consolidation of embankments could lead to a longer construction period, and cracks in thick concrete walls due to hydration heat of the concrete are to be mitigated by appropriate techniques.

Technical Operational Risks

Operating risks on the Project are considered to be low, as the maintenance requirements are limited and the MTC Contractor has relevant experience.

Increased wear to the road surface due to heavier than expected traffic loading could lead to increased costs for the MTC Contractor. To reduce this risk, the MTC Contractor will install traffic monitoring devices (camera systems together with a Weigh-In-Motion (W.I.M.) system) to be able to capture and record axle and gross vehicle weights of traffic passing over the road. Traffic police will intervene in cases of misuse of the road.

Higher than envisaged availability deductions and performance deductions could have a negative impact on the MTC Contractor. The highest risk relates to the operation and maintenance of the twin bascule bridges K033. In-depth RAMS analysis (Reliability, Availability, Maintainability and Safety analysis) has been, and continues to be, performed to achieve a robust design for the bascule bridges K033.

Factors with respect to support from the PBCE Provider

Any drawn and outstanding amount under the PBCE Letter of Credit will be counted for the purposes of the quorum and voting procedures in relation to any decision to take Enforcement Action (including acceleration of the Bonds and enforcement of Transaction Security)

In order to take any Enforcement Action (which includes acceleration of the Bonds and enforcement of the Transaction Security), fifty per cent. (50%) or more of the holders of Qualifying Debt are required to vote in favour of such action at a validly convened and quorate meeting of Qualifying Creditors. The drawn and outstanding amounts under the PBCE Letter of Credit will constitute “Qualifying Debt”. The PBCE Provider will, therefore, be able to vote in respect of its drawn and outstanding exposure in any such vote.

The drawn and outstanding amounts under the PBCE Letter of Credit will also count towards the necessary quorum for a vote to take Enforcement Action. The quorum for an initial meeting is set at fifty per cent. (50%) of the outstanding principal amount of Qualifying Debt. Whether or not the relevant quorum can be attained, and whether or not a decision to take Enforcement Action is adopted at any such meeting, may, therefore, depend in part upon the participation of the PBCE Provider. See further the risk factor “- EIB holds Bonds as well as being the PBCE Provider”.

PBCE Restrictions on a Bondholders’ rights to take Enforcement Action

The ability of the Bondholders to direct the Security Trustee to take Enforcement Action (including acceleration of the Bonds) is in certain circumstances restricted and/or subject to the consent of the PBCE Provider as set out in Condition 8.2 (Events of Default). No Enforcement Action shall be permitted:

(a) in circumstances where there is no remaining amount available for drawing under the PBCE Letter of Credit, without the prior written consent of the PBCE Provider, as a result of a DSCR Default or an MRA Default if the most recent PBCE PLCR is equal to or greater than 1.20:1;

(b) as a result of: (i) a DSCR Default, (ii) an MRA Default or (iii) a failure to pay on the due date any amount payable pursuant to a Finance Document at the place at and in the currency in which it is expressed to be payable, if any amount remains available for drawing under the PBCE Letter of Credit; or

(c) without the prior written consent of the PBCE Provider in circumstances where a drawing under the PBCE Letter of Credit for a PBCE Funding Shortfall is requested by the Issuer under the Common Terms Agreement before the PBCE Longstop Date, in relation to any Event of Default which was subsisting, or had occurred, and of which Bond Creditors had notice as at the date of such notice by the Issuer to the Bond Trustee under the Common Terms Agreement.

The PBCE Provider benefits from PBCE Provider Entrenched Rights

Under the STID, the PBCE Provider has a number of PBCE Provider Entrenched Rights pursuant to which its consent may be required in order for waivers to be granted for breaches of representations, warranties or covenants or amendments to be made to certain Transaction Documents. This includes (amongst other things) the right to approve any amendment of any Financial Ratio, amendments to the priorities of payment, any amendments to the definition of

Permitted Financial Indebtedness, and any amendment to or waiver of a Transaction Document which has or is likely to have a material adverse effect on Project cash-flows (see the section “Description of the Finance Documents – Security Trust and Intercreditor Deed” and the risk factor “- EIB holds Bonds as well as being the PBCE Provider”).

EIB holds Bonds as well as being the PBCE Provider

Assuming that EIB does not transfer its bond purchase obligation in accordance with the terms of the Bond Purchase Agreement, it is expected that EIB will hold up to €144,500,000 in aggregate principal amount of the Bonds following fulfillment of its bond purchase obligations, which represents approximately 25% of the initial principal amount of of the Bonds. The EIB may also buy or sell Bonds in the secondary market.

Given that the interests of the PBCE Provider under the PBCE Letter of Credit are subordinated to the interests of Bondholders, it is possible that in certain circumstances, EIB’s interests as the PBCE Provider and EIB’s interest as a Bondholder may not be aligned. EIB in its capacity as PBCE Provider is not required to act in the interests of the Bondholders when exercising its rights under the Transaction Documents. In such a situation, EIB’s decision as a Bondholder, on the one hand, or as the PBCE Provider, on the other, may be affected by its alternate position. If EIB’s decisions were affected in this manner, it might make it more difficult for the Bondholders to reach quorum or voting thresholds in relation to votes on Ordinary Voting Matters, Extraordinary Voting Matters or QC Voting Matters (where the PBCE Provider votes on the basis of drawn and outstanding amounts under the PBCE Letter of Credit). Such considerations could also affect whether EIB as the PBCE Provider provides its consent or not in relation to the exercise of its PBCE Provider Entrenched Rights and the manner in which EIB votes its Bonds more generally.

In addition, in respect of Ordinary Voting Matters, EIB in its capacity as a Bondholder has the benefit of an entrenched right which provides that, subject to the provisions of the STID, no Ordinary Voting Matter can be implemented without the consent of EIB in its capacity as a Bond Creditor from the Issue Date until such time as EIB first ceases to hold at least 25% of the Bond Creditor Debt. As a result, even if a majority of Bond Creditors approves a relevant STID Proposal, approval cannot be granted if EIB in its capacity as a Bondholder does not approve the STID Proposal.

The ability to utilise the PBCE Letter of Credit depends on certain conditions being satisfied beforehand

No drawing will be permitted under the PBCE Letter of Credit unless the Bond Trustee has received certain certificates from, inter alia, the Account Bank, the Project Agent, the Technical Adviser, the Issuer and the Security Trustee as the case may be. If such parties do not comply with their contractual obligation to provide these certificates, the Bond Trustee would be unable to comply with the requirements for the relevant drawing under the PBCE Letter of Credit.

Factors that may affect the Issuer’s ability to fulfil its obligations under the Bonds

Limitation arising in relation to the Transaction Security

The appointment of a non-Belgian security agent will be recognised under Belgian law: (i) to the extent that the designation is valid under the law governing such appointment; and (ii) subject to possible restrictions depending on the type of the security interests. Generally, according to the Law of 15 December 2004 on financial collateral arrangements, as amended, a security (financial collateral) may be provided in favour 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 vis-à-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.

Although the Security Trustee will hold the benefit of the Transaction Security granted by the Issuer on trust for the Bondholders, such security interests will also be held on trust for certain third parties. Certain of the Issuer’s obligations to such third parties rank ahead of its obligations to the Bondholders. Such persons include, among others, the Bond Trustee (in its individual capacity), the Security Trustee (in its individual capacity) and the Paying Agents in respect of certain amounts owed to them (see the section entitled “Description of the Finance Documents – Security Trust and Intercreditor Deed – Issuer Post-Enforcement Priority of Payments”). To the extent that significant amounts are owing to any such persons, the amounts available to Bondholders will be correspondingly reduced. In addition, certain unsecured creditors of the Issuer, such as trade creditors and suppliers, are not bound into the financing structure as they are not parties to the STID and so will be able to petition for a declaration of insolvency of the Issuer if it fails to pay its unsecured debts as they fall due.

Factors with respect to Issuer Insolvency

The Issuer is subject to Belgian insolvency laws

As the Issuer is organised under the laws of, and has its centre of main interests in, Belgium, any insolvency proceedings brought against it will take place before a Belgian court of competent jurisdiction and are likely to be governed by Belgian insolvency laws.

There are two main forms of court-controlled insolvency regimes under Belgian law:

(a) judicial reorganisation (gerechtelijke reorganisatie/réorganisation judiciaire), which provides for a moratorium and is intended to enable companies experiencing financial difficulties which threaten the survival of their business in the short or long term to reorganise their business and continue as a going concern; and

(b) bankruptcy (faillissement/faillite), which is primarily designed to liquidate and distribute the assets of a debtor to its creditors.

Voluntary liquidation may be used as an alternative to court-controlled insolvency proceedings, provided that it is supported by a sufficient consensus among the creditors.

Judicial Reorganisation

Any Belgian commercial company, such as the Issuer, can apply for, and may be granted, a moratorium from the court if it can establish that the continuity of its business is threatened in the short or long term. During the moratorium period (which usually does not exceed six months, but is extendable under certain circumstances up to 18 or even 24 months), no enforcement action in respect of pre-existing liabilities can be brought against the company's assets (save for a limited number of exceptions, such as the enforcement of: (i) security over cash, receivables or securities; (ii) contractual netting arrangements; and (iii) guarantees provided by third parties) and no bankruptcy proceedings can be brought against it. The moratorium does not directly affect ongoing contracts, but the company may decide not to perform its obligations under such contracts during the moratorium if this is considered necessary for the purposes of the reorganisation plan or for the transfer of all or part of its business.

In order to remove the threat to its business, the company may, during the period of the moratorium, choose one of the three following types of reorganisation:

(i) entering into an amicable settlement with a limited number of creditors (and with their consent);

(ii) implementing a judicial reorganisation plan (‘‘collective agreement’’) involving all creditors; or

(iii) transferring all or part of the business of the company under the court’s supervision.

Switching from one type of reorganisation to another is possible during the procedure.

Judicial reorganisation by way of a collective agreement commences with a verification of all claims to be included in the reorganisation plan. The debtor will on that basis prepare a reorganisation plan detailing: (i) the restructuring process; and (ii) the creditors’ rights following that restructuring. The plan must be approved by a majority (according to both headcount and value) of those creditors subject to the plan, and also by the insolvency court. Once the necessary approvals have been obtained, the moratorium ends and the reorganisation plan becomes binding on all creditors, who must accept whatever debt write-down was envisaged by the plan. The reorganisation plan can be imposed for a maximum period of five years. Typical plans involve a rescheduling of debt (covering a period of up to five years for unsecured creditors, and three years for secured creditors), a reduction in interest or principal owed to unsecured creditors (a reduction may not be imposed on secured creditors without their individual consent), or a debt for equity swap. It is also possible for payments owed to secured creditors to be deferred and enforcement rights to be suspended.

Judicial reorganisation by way of a transfer of all or part of the business activity of the company involves a court order to transfer all or part of its business either with the debtor’s consent or without such consent if the debtor has become insolvent or its attempted reorganisation (most likely by means of a collective agreement or amicable settlement) has failed. The transfer must be effected by a judicial representative appointed and supervised by the court. Following the completion of the transfer, creditors of the company have recourse against the proceeds of sale only.

The Bondholders will be secured creditors of the Issuer and, in the event of insolvency of the Issuer, may become involved in any of the insolvency regimes described above.

Bankruptcy

Under Belgian law, bankruptcy proceedings can be initiated by either the debtor, a creditor or a prosecutor following the occurrence of certain events linked to the insolvency of the debtor. Bankruptcy is declared by a judgment of the commercial court. The two conditions for bankruptcy, both of which must be satisfied, are as follows: (i) the debtor is in a state of cessation of payments (staking van betaling/cessation de paiement), meaning that it has on a persistent basis stopped paying its debts as they fall due; and (ii) the debtor can no longer obtain credit. The courts have a wide discretion in determining whether a payment stop has a durable character and whether the company still has opportunities to obtain credit. The directors of the debtor company are under an obligation to file for bankruptcy within one month of the date of cessation of payments, and failure to do so is a criminal offence.

During the main insolvency proceedings, the right to manage and dispose of the business and assets of the debtor passes to the insolvency administrator (curator/curateur), who is appointed by the insolvency court.

All creditors, whether secured or unsecured, who wish to bring claims against the debtor need to participate in the bankruptcy proceedings (unless such creditors (i) have the right to separate an asset from the insolvency estate or (ii) benefit from certain types of security arrangements such as (a) a security interest over cash, receivables or securities; (b) contractual netting arrangements; and (c) guarantees provided by third parties). Any individual enforcement action brought against the debtor by any of its creditors (save to the extent they benefit from one of the aforementioned types of security arrangements) is subject to an automatic stay once bankruptcy proceedings have commenced. Unsecured creditors must file their claims in the insolvency proceedings and will be paid on a pro rata basis according to their respective claims. As a general rule, creditors secured by a right in rem over the debtor’s assets, or any part thereof, subject to the aforementioned exceptions, are not entitled to enforce their security interest outside of insolvency proceedings but have, however, certain preferential rights over other creditors in those proceedings.

A secured creditor will be paid, up to an amount equal to the value of its secured claim, out of the enforcement proceeds once certain contributory charges for (i) assessing the value of the secured asset(s) and (ii) realising the secured asset(s) have been deducted. After such payments have been made, the remaining proceeds may be insufficient to meet the relevant debt. In addition, it may take a substantial period of time before any such proceeds are distributed. In the event that bankruptcy proceedings are initiated against the Issuer, payments due to Bondholders may become subject to such shortfall or delay in distribution.

Hardening periods and fraudulent dealings

If bankruptcy proceedings are brought against the Issuer, transactions entered into and/or performed by the Issuer (including, inter alia, the security interests provided to the Bondholders under the Issuer Security Documents and payments made to the Bondholders) may be subject to challenge by an insolvency administrator (curator/curateur) under the rules of avoidance under the Belgian Bankruptcy Act (Faillissementswet/Loi sur les faillites).

According to these rules, an insolvency administrator may challenge transactions that it deems detrimental to the interests of creditors on the insolvency of the debtor and which were effected prior to the commencement of bankruptcy proceedings. The administrator may challenge any transaction it can be demonstrated was entered into with fraudulent intent (i.e. the intent to adversely affect the position of other creditors of the company) prior to the commencement of the bankruptcy proceedings. In non-fraudulent cases, the administrator’s right to challenge is typically limited to transactions that occurred during the ‘‘suspect period’’, namely the period between the date of the company’s cessation of payments (staking van betaling/cessation de paiement) and the date of the commencement of bankruptcy proceedings. The court issuing the bankruptcy order may determine that cessation of payments occurred on an earlier date if there are serious and objective indications that such was the case. Such earlier date may not, however, be earlier than six months before the date of the bankruptcy order, save where the bankruptcy order relates to a company that was dissolved (ontbonden/dissout) more than six months before the date of the bankruptcy order in circumstances suggesting an intent to defraud its creditors, in which case the date of cessation of payments may be deemed the date of such decision to dissolve the company. Recent case law suggests that this rule does not only apply to a formal dissolution of a company, but also to a de facto liquidation. The following types of transaction (which include the granting of security or the payment of debt) entered into during the ‘‘suspect period’’ may be avoided:

(i) any transaction (a) whereby a debtor grants security for a pre-existing debt, (b) which might be regarded as having been granted by the debtor gratuitously or at an undervalue, (c) whereby a debtor makes a payment other than in cash (unless such was contemplated at the outset) or (d) whereby a debtor pays a debt that has not fallen due yet; or

(ii) any transaction whereby a debtor has dealt or contracted (including a security right) with a party that was aware of the company’s cessation of payments.

Any payment, or any amounts received from a transaction, that has been avoided for any of the reasons mentioned above, would have to be repaid to the relevant insolvent estate. If any of the Issuer Security were avoided or held unenforceable for any of the abovementioned reasons, Bondholders would cease to have any claim in respect thereof.

Furthermore, even in the absence of bankruptcy proceedings, a third party creditor who has an enforceable claim against the Issuer may obtain a court ruling that a transaction (including a security right) is not enforceable against it if it can establish that the challenged transaction was effected by the debtor and the counterparty after its claim arose and with the fraudulent intent to adversely affect the third party creditor's position as existing creditor (actio pauliana).

Parallel Debt

As a general principle of Belgian law, security can only be vested in favour of a creditor and each original beneficiary of the security must, in principle, be party to the relevant security agreement (except for security interests on certain financial instruments and cash (as provided in the Belgian Act of December 15, 2004 on Financial Collateral)).

The Bondholders will not be party to the security documents relating to the Belgian law governed security. In order to permit the Bondholders from time to time to benefit indirectly from the Belgian law governed security, the CTA provides for the creation of a “parallel debt” (Belgian Parallel Debt). Pursuant to the Belgian Parallel Debt, and subject to the terms of the CTA and to applicable law, the Security Trustee will be the holder of claims in respect of amounts equal to those amounts payable by the Issuer under the Finance Documents. The Belgian law governed security agreements may, therefore, secure the Belgian Parallel Debt created in respect of the Issuer's payment obligations under the Finance Documents but may not directly secure those obligations.

The parallel debt procedure has not been tested under Belgian law, and there is no certainty that it will eliminate or mitigate the risk of unenforceability of security posed by Belgian law. To the extent that the security interests created under the parallel debt structure are successfully challenged by other parties, Bondholders may not receive any proceeds from an enforcement of such security interest.

However, pledge agreements over the shares and bank accounts of Belgian companies may be entered into with a representative of Bondholders having the right to enforce the pledge on behalf of the Bondholders, provided that the Bondholders can be identified on enforcement. The Security Trustee will, as a representative of the Bondholders, have the right to enforce the share pledge and bank accounts pledge forming part of the Issuer Security as described above.

Trust and Beneficial Ownership

As there is no established concept of “trust” or “trustee” under the present Belgian legal system, the precise nature, effect and enforceability of the duties, rights and powers of a security trustee as agent or trustee for Bondholders under security interests such as pledges is not certain under Belgian law.

As there is no concept of “beneficial ownership” or “beneficial owner” under the present Belgian legal system, the rights, claims and effects resulting from such a concept are not enforceable.

These factors may have an impact upon the arrangements contemplated by the Bond Trust Deed, the STID and certain other Finance Documents to the extent that any matters relating to them are to be determined by reference to Belgian law.

Creditors’ liability

Where insolvency proceedings have been commenced, creditors of the debtor may be held liable for the losses suffered by other creditors on, inter alia, the following grounds (and may only be held liable on those grounds): (i) fraud; (ii) wrongful interference with the management of the debtor; and (iii) the provision of security for debts or facilities of the debtor in circumstances that such security was misleading to other creditors as to the solvency of the debtor at such time.

As secured creditors of the Issuer, Bondholders are at risk of any one or more of the above claims being made against them. However, given the nature of the financing and the context of the transaction, it appears unlikely that the circumstances described above giving rise to such claims would arise. However, the possibility of such claims being made cannot be excluded.

Recognition and enforcement

The granting of security interests over movable or immovable, tangible or intangible, assets may be subject to validity and/or enforceability conditions. The breach of any of such conditions may render such security interests invalid or unenforceable.

The foreclosure of security interests may be subject to formalities (e.g. judicial or non-judicial consent) and may be time consuming in the event that the foreclosure takes place under judicial control or in the event of a legal dispute. Courts may condition the enforcement of a security interest upon being presented with evidence that the creditor has a final and undisputed claim triggering the foreclosure of the security interest. Enforcement of security interests may be hindered by conflict of law and/or conflict of jurisdiction issues and enforcement may be prohibited where it would cause any breach of public policy provisions and/or mandatory legal provisions. Courts may require a sworn translation in French or Dutch of the English documents which they may review.

As secured creditors of the Issuer, Bondholders are at risk of invalidity and/or unenforceability claims being made in respect of the Issuer Security on the ground of breach of any one or more of the above conditions, which would in turn adversely impact upon the ability of Bondholders to recover sums owed to them under the Bonds.

Factors which are related to the decision-making process under the Bonds

Each STID Proposal shall specify the period of time within which the approval of the Bond Creditors is sought (the Decision Period) which shall commence on the date that the Bond Creditors are provided with the STID Proposal and be:

(i) for any Ordinary Voting Matter, not fewer than 20 Business Days from the date of the commencement of the Decision Period, provided that the Decision Period for any Ordinary Voting Matter may be extended for a further period of five Business Days if the quorum requirement for the relevant Ordinary Voting Matter has not been met within the initial Decision Period; and

(ii) for any Extraordinary Voting Matter, not fewer than 20 Business Days from the date of the commencement of the Decision Period, provided that the Decision Period for any Extraordinary Voting Matter may be extended for a further period of five Business Days if the quorum requirement for the relevant Extraordinary Voting Matter has not been met within the initial Decision Period.

In relation to any Ordinary Voting Matter or any Extraordinary Voting Matter which relates to a material amendment to the DBFM Agreement, or certain material amendments to the EPC Contract or MTC Contract, if the quorum is not met on the last day of the Decision Period the matter will be deemed to have been passed. Therefore, there is a risk that matters may be automatically approved even if Bond Creditors have not voted to approve the relevant matter.

In addition, in respect of Extraordinary Voting Matters (other than those where there is a deemed approval if the quorum requirement is not met as described in the preceding paragraph) there is a risk that if the quorum requirements are not met within the Decision Period the Security Trustee will be unable to act on the proposed modification and a new STID Proposal will need to be delivered.

See the section entitled “Description of the Finance Documents – Security Trust and Intercreditor Deed – Decision Periods” for further details.

Factors which are material for the purpose of assessing the market risks associated with the Bonds

Risks related to the Bonds generally

Set out below is a brief description of certain risks relating to the Bonds generally.

An active trading market for the Bonds may not develop

There can be no assurance that an active trading market for the Bonds will develop, or, if one does develop, that it will be maintained. If an active trading market for the Bonds does not develop or is not maintained, the market or trading price and liquidity of the Bonds may be adversely affected. If additional and competing products are introduced in the markets, this may adversely affect the value of the Bonds.

The liquidity and market value at any time of the Bonds are affected by, among other things, the market view of the credit risk of such Bonds and will generally fluctuate with general interest rate fluctuations, general economic

conditions, the condition of certain financial markets, international political events and the performance and financial condition of the Issuer.

Modification, waivers and substitution

The Bond Trust Deed and the STID will contain provisions for voting electronically or, upon the request of Bondholders representing more than 10% of the Principal Amount Outstanding of the Bonds or in relation to any STID Proposal which relates to an Article 568 Matter, convening physical meetings of Bondholders and PP Noteholders to consider matters affecting their interests generally and for voting on STID Proposals under the STID. Subject to the provisions of the STID, these provisions permit defined majorities to bind all Bond Creditors, including Bond Creditors who did not attend and vote at the relevant meeting or vote electronically in respect of the relevant STID Proposal and Bond Creditors who voted in a manner contrary to the majority. The Bond Trust Deed will provide that meetings must be called on at least 15 days’ notice and, if not quorate, will be dissolved if convened upon the requisition of the Bondholders or in any other case, stand adjourned until a date falling at least 5 days following the relevant meeting.

Subject to the provisions of the STID, the Bond Trustee may agree or direct the Security Trustee to agree, without the consent of the Bondholders, to any modification of the Conditions, the Bond Trust Deed or the other Finance Documents if, in the opinion of the Bond Trustee, such modification is (a) not materially prejudicial to the interests of the Bondholders; or (b) of a formal, minor or technical nature or is to correct a manifest error or an error which is proven. Subject to the provisions of the STID, the Bond Trustee may also, without the consent of the Bondholders if, in its opinion, it will not be materially prejudicial to the interests of the Bondholders (a) authorise or waive, or direct the Security Trustee to authorise or waive, on any terms and subject to any conditions which it considers appropriate, any proposed breach or breach of the Bond Trust Deed, the Conditions or any other Finance Document; or (b) determine that any event that would otherwise constitute a Default shall not, or shall not subject to any condition which it considers appropriate, be treated as such for the purposes of the Bond Trust Deed and these Conditions (see Condition 12 (Modification and Waiver)).

The STID will classify decisions into Discretion Matters, Ordinary Voting Matters, Extraordinary Voting Matters and QC Resolution (including acceleration matters). Each of these matters is subject to distinct quorum and majority requirements.

In respect of any STID Proposal which is an Article 568 Matter, the notice periods, quorum, voting thresholds and other matters in connection with such matter shall be subject to mandatory requirements of the Belgium Companies Code.

Issuer Discretion Matters

The STID will contain provisions for certain matters to be amended at the Issuer’s discretion without the consent of any Secured Creditors provided such amendment, waiver or exercise of rights constitutes an Issuer Discretion Matter. The Project Agent will have the right (to be exercised, subject to the provisions of the STID, in its discretion in relation to any manifest error or otherwise on the direction of Bond Creditors representing at least 10% of the Bond Creditor Debt) to object to the categorisation of such matter as an Issuer Discretion Matter within 5 Business Days of receipt of notice from the Issuer that it proposes to exercise such right. As a result, Bond Creditors will have to react promptly to direct the Project Agent to object to the categorisaton of such matter as an Issuer Discretion Matter otherwise the Issuer will be entitled to exercise the relevant right.

Project Agent

The Finance Documents provide that the Project Agent may, acting on the direction of Bond Creditors representing 10% or more of the Bond Creditor Debt, raise objections in relation to the content of any Designated Information delivered under the Finance Documents and posted on the Designated Website within 10 Business Days of receipt of the relevant information, provided that the Project Agent receives such objection at least 24 hours prior to the deadline by which the Project Agent is entitled to raise objections in the form of a “Project Agent Instruction” available through the Designated Website. As a result of the short time period in which the Project Agent can raise objections and as a result of the discretion the Project Agent has to raise objections being limited to any manifest error in the relevant Designated Information, Bond Creditors need to be monitoring the information posted on the Designated Website and deliver instructions to the Project Agent in a timely manner.

Notwithstanding that the Project Agent has been directed to raise an objection or query, in accordance with the paragraph above, if the Project Agent receives a certification in writing from Bond Creditors representing at least 50% of the Bond Creditor Debt that they do not agree with such objection the Project Agent shall, by notice to the Issuer, withdraw the objection and shall notify Bond Creditors.

Reliance on the procedures of the X/N System, Euroclear and Clearstream, Luxembourg for transfer, payment and communication with the Issuer

The Bonds will be issued in dematerialised form under the Belgian Companies Code and cannot be physically delivered. The Bonds will be represented exclusively by book entries in the records of the X/N System. Access to the X/N System is available through the X/N System participants whose membership extends to securities such as the Bonds. The X/N System participants include certain banks, stockbrokers ("beursvennootschappen"/"sociétés de bourse"), and Euroclear and Clearstream, Luxembourg.

Transfers of interests in the Bonds will be effected between the X/N System participants in accordance with the rules and operating procedures of the X/N System. Transfers between investors will be effected in accordance with the respective rules and operating procedures of the X/N System participants through which they hold their Bonds. Prior to the final Bond Purchase Date, the Bonds shall be credited to and held with the securities accounts of the relevant holders at Euroclear. Following the final Bond Purchase Date, the Bonds shall be eligible to be credited to securities accounts of the holders with Euroclear or Clearstream, Luxembourg or other X/N System participants for credit by Euroclear, Clearstream, Luxembourg or either X/N System participants to the securities accounts of their subscribers.

Neither the Issuer, nor the Joint Lead Managers, any Bond Purchaser or any Paying Agent will have any responsibility for the proper performance by the X/N System or the X/N System participants of their obligations under their respective rules and operating procedures.

A Bondholder must rely on the procedures of the X/N System, Euroclear and Clearstream, Luxembourg to receive payments under the Bonds. The Issuer will have no responsibility or liability for the records relating to, or payments made in respect of, the Bonds within the X/N System. Prior to the final Bond Purchase Date, the Bonds shall be credited to and held with the securities accounts of the relevant holders at Euroclear. Following the final Bond Purchase Date, the Bonds shall be eligible to be credited to securities accounts of the holders with Euroclear or Clearstream, Luxembourg or other X/N System participants.

No Paying Agent is required to segregate amounts received by it in respect of Bonds cleared through the X/N System

The Paying Agency Agreement will provide that a Paying Agent will, upon receipt from the Issuer of any payment of any principal and/or interest in respect of any of the Bonds, use such funds to make payment to the Bondholders.

The Paying Agency Agreement will also provide that a Paying Agent will, simultaneously with the receipt by it of the relevant amounts, pay to the Bondholders, directly or through the NBB, any amounts due in respect of the relevant Bonds. However, no Paying Agent is required to segregate any such amounts received by it in respect of the Bonds, and in the event that such Paying Agent were subject to insolvency proceedings at any time when it held any such amounts, Bondholders would not have any further claim against the Issuer in respect of such amounts, and would be required to claim such amounts from such Paying Agent in accordance with applicable Belgian insolvency laws.

Change of Law

The structure of the issue of the Bonds is based on the law, tax, regulatory and administrative practice applicable to the Issuer in effect as at the date of this Prospectus, and having due regard to the expected tax treatment of all relevant entities under such law and administrative practice. No assurance can be given as to the impact on the Bonds of any possible change to such law, tax, regulatory and administrative practices after the date of this Prospectus.

Ongoing Bond Purchaser Obligations

The Bond Purchasers have agreed with the Issuer to purchase the Forward Purchase Bonds on each Bond Purchase Date pursuant to the Bond Purchase Agreement. In addition the PP Noteholders have agreed to pay-up the PP Notes on each PP Note Pay-Up Date. If a Bond Purchaser fails to purchase the Forward Purchase Bonds on any Bond Purchase Date or a PP Noteholder fails to pay up its PP Notes on any PP Note Pay-Up Date, the Issuer may be unable to sell the corresponding Forward Purchase Bonds to another purchaser at the same price. If the Issuer can only sell Forward Purchase Bonds in the market at a price below par it may have insufficient funds to complete the Project in accordance with the requirements of the DBFM Agreement.

U.S. Foreign Account Tax Compliance Withholding may affect payments on the Bonds

Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986 (FATCA ) impose a new reporting regime and, potentially, a 30% withholding tax with respect to: (i) certain payments from sources within the United States made after 30 June 2014; (ii) payments of gross proceeds of certain U.S. debt and equity securities made after 31 December 2016 and (iii) “foreign passthru payments” made after 31 December 2016 to certain non-U.S. financial institutions that do not comply with this new reporting regime and certain investors that do not provide identification information with respect to interests issued by a participating non-U.S. financial institution. While the Bonds are in dematerialised form and held within the clearing systems, in all but the most remote circumstances, it is not expected that FATCA will affect the amount of any payment received by the clearing systems. However, FATCA may affect payments made to custodians or intermediaries in the subsequent payment chain leading to the ultimate investor if any such custodian or intermediary generally is unable to receive payments free of FATCA withholding and the relevant Bonds are treated, for U.S. federal tax purposes, either as equity instruments or as issued, or materially modified, on or after the date that is six months after the publication of final regulations defining the term “foreign passthru payments” for the purposes of FATCA. It may also affect payment to any ultimate investor that is a financial institution that is not entitled to receive payments free of withholding under FATCA, or an ultimate investor that fails to provide its broker (or other custodian or intermediary from which it receives payment) with any information, forms, other documentation or consents that may be necessary for the payments to be made free of FATCA withholding. Investors should choose the custodians or intermediaries with care (to ensure each is compliant with FATCA or other laws or agreements related to FATCA) and provide each custodian or intermediary with any information, forms, other documentation or consents that may be necessary for such custodian or intermediary to make a payment free of FATCA withholding. The Issuer’s obligations under the Bonds are discharged once it has paid the X/N System for the clearing systems (as holder of the Bonds) and the Issuer has therefore no responsibility for any amount thereafter transmitted through the hands of the clearing systems and custodians or intermediaries. Prospective investors should refer to the section “Taxation – Foreign Account Tax Compliance Act”.

EU Savings Directive

Under EC Council Directive 2003/48/EC on the taxation of savings income (the Savings Directive), Member States are required to provide to the tax authorities of another Member State details of payments of interest (or similar income) paid by a person within its jurisdiction to an individual resident in that other Member State. However, for a transitional period, Luxembourg and Austria are instead required (unless during that period they elect otherwise) to operate a withholding system in relation to such payments (the ending of such transitional period being dependent upon the conclusion of certain other agreements relating to information exchange with certain other countries). A number of non-EU countries and territories, including Switzerland, have adopted similar measures (a withholding system in the case of Switzerland). In April 2013, the Luxembourg government announced its intention to abolish the withholding system with effect from 1 January 2015, in favour of automatic information exchange under the Savings Directive. The final form of the measure is still unknown.

The European Commission has proposed certain amendments to the Directive which may, if implemented, amend or broaden the scope of the requirements described above.

If a payment were to be made or collected through a Member State which has opted for a withholding system and an amount of, or in respect of, tax were to be withheld from that payment, neither the Issuer nor any Paying Agent nor any other person would be obliged to pay additional amounts with respect to any Bond as a result of the imposition of such withholding tax. The Issuer is required to maintain a Paying Agent in a Member State that is not obliged to withhold or deduct tax pursuant to the Directive.

Change of law

The Bonds will governed by English law save that any matter relating to the title to, and dematerialised form of, the Bonds will be governed by the laws of Belgium. The conditions of the Bonds are based on English law or Belgium law in effect as at the date of this Prospectus. No assurance can be given as to the impact of any possible judicial decision or change to English or Belgian law or administrative practice after the date of this Prospectus.

Risks related to the market generally

Exchange rate risks and exchange controls

The Issuer will pay principal and interest on the Bonds in euro. This presents certain risks relating to currency conversions if an investor’s financial activities are denominated principally in a currency or currency unit (the Investor’s Currency) other than euro. These include the risk that exchange rates may significantly change (including changes due to devaluation of the euro or revaluation of the Investor’s Currency) and the risk that authorities with jurisdiction over

the Investor’s Currency may impose or modify exchange controls. An appreciation in the value of the Investor’s Currency relative to the euro would decrease: (i) the Investor’s Currency-equivalent yield on the Bonds, (ii) the Investor’s Currency-equivalent value of the principal payable on the Bonds; and (iii) the Investor’s Currency-equivalent market value of the Bonds.

Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate. As a result, investors may receive less interest or principal than expected, or no interest or principal.

Interest rate risks

Investment in the Bonds involves the risk that subsequent changes in market interest rates may adversely affect their value .

Credit ratings may not reflect all risks

Moody’s has assigned credit ratings to the Bonds. The ratings may not reflect the potential impact of all risks related to structure, market, additional factors discussed above, and other factors that may affect the value of the Bonds. A credit rating is not a recommendation to buy, sell or hold securities and may be revised, suspended or withdrawn by the rating agency at any time.

In general, European regulated investors are restricted under Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation) from using credit ratings for regulatory purposes, unless such ratings are issued by a credit rating agency established in the EU and registered under the CRA Regulation (and such registration has not been withdrawn or suspended), subject to transitional provisions that apply in certain circumstances whilst the registration application is pending. Such general restriction will also apply in the case of credit ratings issued by non-EU credit rating agencies, unless the relevant credit ratings are endorsed by an EU-registered credit rating agency or the relevant non-EU rating agency is certified in accordance with the CRA Regulation (and such endorsement action or certification, as the case may be, has not been withdrawn or suspended). The list of registered and certified rating agencies published by the European Securities and Markets Authority (ESMA) on its website in accordance with the CRA Regulation is not conclusive evidence of the status of the relevant rating agency included in such list, as there may be delays between certain supervisory measures being taken against a relevant rating agency and the publication of the updated ESMA list. Certain information with respect to the credit rating agencies and ratings is set out on the cover of this Prospectus.

Legal investment considerations may restrict certain investments

The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent: (i) the Bonds are legal investments for it; (ii) the Bonds can be used as collateral for various types of borrowing; and (iii) other restrictions apply to its purchase or pledge of the Bonds. Financial institutions should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of the Bonds under any applicable risk-based capital or similar rules.

USE OF PROCEEDS

Pursuant to the Bond Purchase Agreement, the Initial Issue Bonds will be subscribed and paid for on the Issue Date by the Bond Purchasers. The Forward Purchase Bonds will be subscribed and paid for on issue by the Lead Arranger. On the Issue Date, the Forward Purchase Bonds will be repurchased by the Issuer and transferred to the Bond Custodian to be held for and on behalf of the Issuer. Pursuant to the Bond Purchase Agreement, the Bond Purchasers have agreed to purchase the Forward Purchase Bonds from the Issuer on each Bond Purchase Date.

The proceeds received by the Issuer, on the Issue Date from the subscription proceeds for the Initial Issue Bonds and from the Bond Purchasers on each Bond Purchase Date, will be applied by the Issuer to fund the Project Costs and others fees and expenses of the Issuer, including the fees and expenses of the Joint Lead Managers.

DESCRIPTION OF THE ISSUER

History and Registered Office of the Issuer

The Issuer is a Belgian limited liability company (naamloze vennootschap/société anonyme).

The Issuer was incorporated on 14 March 2014.

The registered office of the Issuer is Tragel 60, 9308 Hofstade-Aalst, Belgium.

The Issuer is registered with the legal entities register (RPM/RPR) under number 0547.978.239.

The issued shares of the Issuer are owned in the following proportions: 60.67% by HoldCo and 39.33% by Via-Invest. For further details see section entitled “Description of the Shareholders”.

Principal Activities

The Issuer is a special purpose company whose principal activities comprise the design, construction, financing and maintenance of a road connection / port bypass (havenrandweg) between the N49 (the Natiënlaan, at the Westkapelle residential district in Knokke) and the N31 (at the Blauwe Toren in Bruges), commissioned by the Authority, Agentschap Wegen & Verkeer (represented for the purposes of the bid procedure by Via-Invest Vlaanderen NV) pursuant to the DBFM Agreement awarded to Via Brugge as "preferred bidder" in the tender process.

In Belgium and abroad, the Issuer is able to undertake all commercial, industrial, financial, movable and real-estate actions necessary or useful to achieve or facilitate its object.

Since its date of incorporation, the Issuer has not carried out any business or activities other than those incidental to its registration, the design, construction, financing and maintenance of the Project and the other matters contemplated by, or described in, this Prospectus.

Administrative, Management and Supervisory Bodies

As at the date of this Prospectus, the directors of the Issuer and the principal activities performed by them outside of the Issuer, where these are significant with respect to the Issuer, are set out in the table below.

Directors

The Issuer’s directors are detailed in the following table:

Name

Function

Address

Principal Activities outside Issuer

Paul Lievens Director Tragel 60, 9308 Hofstade-Aalst, Belgium

Director of

HoldCo

DMM SA

Envisan International SA

Envisan NV

Ede SA

Ondernemingen Jan De Nul NV

Jan De Nul Dredging NV

Jan De Nul (UK) Ltd.

Vlaamse Bagger Maatschappij NV

SOFIDRA SA

Codralux SA

European Dredging Company SA

SOLVAL SA

Envisan France SAS

Mediudra SRL

NORMALUX MARITIME SA

Jan De Nul Luxembourg SA

PSR Brownfield Developers NV

Lummerzheim & Co NV

Watlington Lease NV

PSR 2830.01 NV

Cortoria NV

PSR 8870 NV

Liras NV

Zennepoort NV

Devera 9000 NV

PSR 1830.01 NV

Decor Oyenbrug BVBA

Sportief NV

PSR 2850 NV

Karoy Hornyák Director Karel Oomsstraat 37, 2018 Antwerp, Belgium

- Director of HoldCo

- Director of Via R4-Gent NV

- Director of BNC A-lanes A15 Holding BV

Associate Director at

DG Infra

Johan Ceyssens Director Paalsteenstraat 36, 3500 Hasselt, Belgium

Director of HoldCo

Through Socado BVBA:

Managing director of Kumpen NV

Managing director of Askimmo NV

Director of K-Boringen NV

Director of Docklands NV

Managing director of Aswebo (Asfalt-, Wegenis- en Bouwwerken) NV

Managing director of Vandamme-Madoe NV

Managing director of A.I.P.M. NV

Managing director of Mobilmat NV

Managing director of Immo-Cavan

Director of Ascovil NV

Director of Kogamat NV

Managing director of Lam-Ro-Co

Legal representative of Tombeekheyde

ParticipatieMaatschappij Vlaanderen NV, represented by Wouter Casteels

Director 1000 Brussel, Oude Graanmarkt 63, Belgium

- Director of School Invest

- Managing director of Via Noord Zuid Kempen

- Senior Investment Manager at PMV

Anne-Séverine Poupeleer Director Graaf de Ferrarisgebouw, Koning Albert II-laan 20 bus 1, 1000 Brussel,

Head of Division Planning & Coordination at AWV

Belgium

There may be potential conflicts of interest between the duties of the directors of the Issuer and their respective private interests or other duties. As such, specific conflict of interests procedures are provided for in the Issuer shareholders’ agreement and in the HoldCo Shareholders’ Agreement (see section entitled “Description of the Shareholders”).

Management and control

The Issuer is managed and controlled in Belgium. At the date of this Prospectus, the Issuer is subject to, and complies with, Belgian companies laws applicable to it and with which it is under an obligation to comply.

Share Capital and Shareholder Loans

As at the Issue Date, the capital contributions of the Issuer will be €4,043,042 of equity and €75,649,290.70 of Shareholder Loans.

Financial statements

The Issuer has not prepared, nor has it been required to prepare, any financial statements since the date of its incorporation. In the future, the Issuer will prepare audited annual financial statements and unaudited semi-annual financial statements.

Auditors

The Issuer has appointed BDO Bedrijfsrevisoren as its auditor. The address of BDO Bedrijfsrevisoren is at Zaventem, Da Vincilaan 9 bus E6, Belgium. BDO Bedrijfsrevisoren is registered in the official register of auditors under number B00023. The auditors are members of the IRE (Instituts des Reviseurs d’Entreprises).

Third Party Information

No information in relation to the Issuer contained in this Prospectus has been sourced from a third party.

Employees

At the date of this Prospectus, the Issuer has no employees.

DESCRIPTION OF THE SHAREHOLDERS

Initial Shareholders

The initial shareholders of the Issuer are Via Brugge NV (60.67%) and Via-Invest Vlaanderen NV (39.33%).

Via Brugge NV

Via Brugge NV is a special purpose vehicle recently incorporated under Belgian law, owned by a consortium of seven shareholders: Ondernemingen Jan De Nul NV (Jan De Nul), Asfalt-, Wegenis- en Bouwwerken NV (Aswebo), Aclagro NV (Aclagro), Inframan NV (Inframan ), Algemene Aannemingen Van Laere NV (Van Laere), Franki Construct NV (Franki ) and DG Infra+ NV (DG Infra+ ).

Jan De Nul

The Jan De Nul group ranks at the top of the international dredging industry and is one of the largest civil engineering and environmental contractors with a total consolidated turnover in 2012 of €2.1 billion and a total workforce worldwide of 6.000 employees.

Civil works are one of the main parts of the group’s activities. Key works, from the design of the project to its execution, are carried out by in-house engineers and equipment. Jan de Nul has realised a large variety of projects including roads, buildings, railways, bridges, tunnels, wastewater treatment plants and ship locks. The group has acquired the necessary knowledge to fully execute and manage PPP projects, as demonstrated by its current involvement in the building of the North South Kempen PPP in Belgium. Other civil works Jan de Nul has been involved in include the New Railway Connection Schuman-Josaphat in Brussels (€210,000,000), design and build of the 3rd set of locks for the Panama Canal (USD 3,200,000,000), design and build of the Water Treatment Plant of Brussels North (€235,000,000) and construction of the Interchange in Lummen (€30,000,000).

Through its environmental subsidiary, Envisan NV, the Jan De Nul group has experience in all fields of environmental technology: soil and groundwater rehabilitation, remediation of polluted soils and environmental dredging, processing of waste and alternative raw materials.

The supporting services of the dredging, civil and environmental division enable Jan De Nul to perform large-scale projects. Examples include a Palm Island in Dubai, an oil sludge treatment plant in Romania or the construction of the new locks in the Panama Canal. The group also has a modern and diverse fleet of dredging vessels due to continued investment in, and a stringent maintenance policy in respect of, its equipment.

Jan De Nul group operates in compliance with several certified management systems: ISO 9001, ISO 14001, OHSAS 18001 and VCA. The Jan De Nul group gives priority to quality in carrying out its diverse range of projects.

DG Infra + / Inframan

DG Infra, a joint initiative of Belfius Bank NV and Euronext-listed private equity firm Gimv NV, is a developer of, and investor in, infrastructure and infrastructure related projects and businesses. This includes investments in Public Private Partnership projects and other capital-intensive projects and businesses, often in regulated or long-term contract activities in industries such as energy, transport, waste, communication, healthcare and selected real estate projects. DG Infra has invested in more than ten Public Private Partnership projects in Belgium, France and the Netherlands.

DG Infra’s management vehicle, Inframan NV, is a 50-50 joint venture between Euronext-listed private equity firm Gimv NV and Belfius Bank NV.

DG Infra is the manager of the unlisted infrastructure funds DG Infra+ and DG Infra Yield. DG Infra+ is an unlisted investment fund incorporated in 2007. It predominantly invests in early stage infrastructure and selective real estate assets where there is a degree of construction and development risk. The fund invests in equity or equity-linked instruments and has a term of 12 years. The return and exit of investors will be realized through interim cash distributions and capital gains on the investment portfolio. DG Infra+ is currently involved in various Belgian PPP projects, including Project Brabo I (light rail in the region of Antwerp), the prison facility of Marche-en-Famenne and the Via-Invest R4 project (road bypass around the city of Ghent).

DG Infra's 50% investment in the project is structured through DG Infra+ (€19 million) and Inframan NV (€5 million).

Van Laere

Van Laere was founded in 1938. It is now a multidisciplinary group operating in Belgium, Luxemburg, the Netherlands and France. Van Laere is a subsidiary of Ackermans & Van Haaren’s diversified group, which is quoted on the Belgian stock exchange.

Van Laere is active in the construction of office buildings, hotels and utility buildings, as well as in a variety of civil and hydraulic engineering and environmental projects.

The company is highly experienced in the construction and engineering of civil works. Van Laere was involved in the construction of several civil works such as (immersed) tunnels, bridges and quay walls, including:

- Liefkenshoektunnel, Antwerp (Tunnel) - Piet Heintunnel, Amsterdam (Tunnel) - Deurganckdok, Antwerp (Quay Walls) - a bored railway tunnel, Antwerp (Tunnel) - Albert II, Zeebrugge (Quay Walls) - Wielingendok, Zeebrugge (Quay Wall) - Brabant Zuid (open ramp length +/- 1 km, for the construction of new motorway A16, to be constructed in

the framework of the HSL between Antwerp and Amsterdam) - Brabant Noord (4 bridges over the A16 and IC track for local roads and 2 bridges over Mark River for the

new A16) Van Laere is one of the most experienced engineers and constructors of parking buildings and underground parking lots in Belgium. The construction activities at the various building sites are supported by Van Laere's central services and workshops, mostly located in Burcht.

Van Laere has more than 480 employees (group level), as well as its own technical equipment to execute the works which is certified ISO 9001 and VCA**.

Aclagro

Aclagro is an independent, privately owned company. It is an integrated company consisting of four divisions: infrastructure, soil and demolition work, soil sanitisation and water purification and recycling and soil remediation. Besides these activities, the group has also entered the field of brownfield-development.

As a contractor Aclagro concentrates on four core activities: 'infra', earth and demolition work, soil sanitisation and groundwater purification and recycling and soil remediation. A complete vertical integration combined with an extensive machine fleet and its present human capital, makes the group unique in its strength, speed and quality of implementation.

The activities of the ‘infra’ division are grouped into 5 main activities:

- Road construction and infrastructure works - Collector and sewerage work - Railway work - Hydraulic engineering work - Civil engineering With its organisation of 320 people, Aclagro aims to maximise its efficiency and the quality of its service to both public and private customers.

Aclagro operates in the field of road construction and has an excellent track record. Amongst others, Aclagro works for cities, municipalities, the Flemish community, the provinces, private customers, Aquafin, TMVW, De Lijn, port companies and inter-municipality groups. Aclagro’s operating area for ‘Infra’ covers the provinces East Flanders, West Flanders and Antwerp.

Aclagro was part of the consortium that ended second in the bid for the R4-PPP (Ghent) project. Aclagro is also part of the consortium that signed the city renovation project in Ghent: Tondelier (formerly known as the

‘Gasmetersite’). The PPP-contract was signed end of March 2012 and comprises the infrastructure works and city development of a 70.000 m² former industrial site in the city centre of Ghent. The new project comprised the construction of 500 houses and some public buildings (www.tondelier.be).

Aclagro operates in compliance with several certified management systems: ISO 9001, ISO 14001 and OHSAS 18001. Aclagro is also certified for specific standards: BELAC 07-05, a quality management standard for asbestos removal and Achilles (groep 1, 2 & 4), a certificate for ‘Soil and groundwater sanitisation’.

Aswebo

Aswebo is a Belgian major road construction contractor, which also operates its own concrete and asphalt production facilities. The four asphalt facilities are located in Brugge, Gent, Lummen and Villers-le Bouillet. Some projects in which Aswebo has been involved include the Kempen north-south missing link DBFM, A10 Brussel and N8 Kortrijk. The Aswebo group also holds 50% of the shares of Kumpen NV, a Belgian construction company located in Hasselt.

In May 2011, Willemen Group acquired the Aswebo group situated in Gent.

Franki

Franki is a Belgian construction company specialised in civil engineering, industrial buildings, environmental projects, tunnel constructions, office and apartment buildings and renovation works. Franki is an 85% subsidiary of Belgian Willemen Groep NV. Franki has been involved in projects such as the Westerschelde tunnel and the PPP project Brabo 1.

Both Franki and Aswebo are part of the Willemen group. The Willemen group comprises several companies active in the building sector, from suppliers and contractors to project developers. These companies complement each other to guarantee the clients a tailored solution. The group is active in several areas of the building industry: civil engineering, industrial construction, residential and general utilities construction. Alongside its general contracting activity, the Willemen group has subcontractors within its organisation specialising in areas such as pile foundations, roofing, sanitary installations, HVAC and raised floors. The project development department is active in the field of apartments as well as offices.

The group's permanent base is in Belgium, and currently the group is active in several Central and Eastern European countries.

Willemen group employs over 2,000 persons and has an annual turnover of €600,000,000.

Via-Invest Vlaanderen NV

Via-Invest is an investment company, established in 2006 by ParticipatieMaatschappij Vlaanderen (PMV ) (51%) and the Authority, represented by the Agency of Roads and Traffic and the Department of Mobility and Public Works (49%).

PMV is an independent investment company. It invests in the economic fabric of Flanders. PMV collaborates with private partners via funds and public-private partnerships. Particular emphasis is placed on sustainable energy, biotech, cleantech, life sciences and infrastructure for the future. PMV manages a portfolio of €900 million in assets. PMV also undertakes commissions on behalf of the Authority.

Via-Invest acts as a holding company for various project companies (SPVs) and provides them with risk capital (equity capital and subordinated loans). Via-Invest invests pari passu with private shareholders.

In addition, Via-Invest, as an agent of the Authority, is also responsible for leading the award procedures for various PPP road projects in Flanders. Road infrastructure projects that have already been procured by Via-Invest, and in which Via-Invest has subsequently taken a stake are the following:

• Northern road access to Zaventem airport (in operation)

• Kempen north-south link (in building phase)

• Extension of the southern section of the R4 in Merelbeke (in building phase)

The following projects are currently in procurement phase:

• North-south link in Helchteren-Houthalen

• N60 ring road in Ronse

An additional list of 7 road and waterway projects is currently in development.

Shareholders Agreement

The shareholders of the Issuer have agreed to the following shareholder structure:

(i) Via-Invest Vlaanderen NV will subscribe for 1,590,129 registered class A shares (39.33%) without par value, for a total amount of €1,590,129 (Via-Invest); and

(ii) Via Brugge NV will subscribe for 2,452,913 registered class B shares (60.67%) without par value, for a total amount of €2,452,913 (Via Brugge, together with Via-Invest, the Shareholders).

The Shareholders have entered into a shareholders' agreement dated 17 March 2014. The rights and obligations of the Shareholders are summarised below.

General information on the Shareholders’ Agreement

The Shareholders’ Agreement shall remain in force for as long as all Shareholders (or affiliates) remain shareholders of the Issuer, except for certain provisions that are, according to Belgian law, to be limited in time.

In the event of any conflict or inconsistency between the provisions of the Shareholders’ Agreement and the articles of association of the Issuer, the Shareholders’ Agreement shall prevail as between the parties (other than the Issuer) and the parties shall procure that the terms of the articles of association are amended so as to be and remain at all times in accordance with the provisions of this agreement.

Board of directors

Composition

The board of directors of the Issuer shall be composed of five (5) directors (who may be physical or legal persons):

(i) two (2) directors shall be appointed from candidates proposed by Via-Invest (the Via-Invest Directors); and

(ii) three (3) directors shall be appointed from candidates proposed by Via Brugge (the Via Brugge Directors, together with the Via-Invest Directors, the Board of Directors).

In the event a Shareholder ceases to be a shareholder of the Issuer, the directors who were proposed by such Shareholder and subsequently appointed shall immediately submit their resignation.

Compensation

The parties agree that the mandate of each director shall be without remuneration, unless the general meeting of Shareholders decides otherwise.

Meetings of the Board of Directors

The Board of Directors can only validly deliberate and decide upon a matter if at least two (2) Via Brugge Directors and one (1) Via-Invest Director are present or represented. If that quorum requirement is not met, a new meeting shall be convened with the same agenda, and the attending directors may validly deliberate and decide upon a matter, irrespective of the quorum not being met, but without prejudice to special majority decisions (see below).

With the exception of special majority decisions, all decisions of the Board of Directors shall be adopted with a simple majority of the votes cast.

Special majority decisions

The following decisions shall require the approval and, implicitly, the presence (or representation) of, in respect of each class of shares, at least the majority of the directors appointed on the proposal of the shareholder of that class, resulting in a veto right for Via-Invest:

(i) the redaction of, or amendments to, the financial planning;

(ii) the redaction of the draft annual accounts;

(iii) all decisions relating to the delegation of powers in the context of the day-to-day management of the Issuer or in the context of the attribution of special powers to any party;

(iv) all decisions with respect to the recruitment and dismissal of personnel;

(v) concluding or granting loans, other than the subordinated shareholders loans detailed in the Shareholders’ Agreement;

(vi) all decisions or proposals regarding the allocation and/or the making available for payment of an interim dividend, other than provided for in the financial model;

(vii) all decisions regarding entering into any obligations with a total value exceeding €100,000, which were not included in the approved business plan;

(viii) the incorporation of subsidiaries or branches;

(ix) all decisions relating to the appointment and dismissal of consultants or advisors;

(x) all decisions relating to the abandonment of the core business of the Issuer, as well as the dissolution of the Issuer;

(xi) all decisions that the Board of Directors has to take in the context of the transfer restrictions applicable to the shares of the Issuer;

(xii) granting third parties any personal or in rem security or guarantee, other than as provided for in the Finance Documents;

(xiii) determination of the dividend policy and/or decisions relating to dividend payments contrary to the existing dividend policy;

(xiv) the refinancing of the financial indebtedness of the Issuer;

(xv) all decisions relating to formal notices (and potential subsequent procedural acts) with respect to the entering into, changes to, and termination of, the EPC Contract, the Maintenance Contract and the Interface and Coordination Contract;

(xvi) with the exception of the DBFM Agreement, the EPC Contract, the Maintenance Contract or the Interface and Coordination Contract, all decisions relating to formal notices (and potential subsequent procedural acts), the entering into, changes to, the suspension of, or the termination of, any agreement with (i) a Shareholder or (ii) an affiliate of such Shareholder, or (iii) an affiliate of any shareholder of Via Brugge.

Representation

The Issuer shall be validly represented by:

(i) two (2) directors, consisting of one (1) Via-Invest Director and one (1) Via Brugge Director, acting jointly;

(ii) for a transaction up to an amount of €100,000: one (1) Via Brugge Director, acting solely;

(iii) the CEO (as defined hereafter), acting within the limits of the mandate awarded to him by the Board of Directors; or

(iv) any person acting within the limits of the special powers awarded to him by the Board of Directors or the CEO.

Conflicts of interest

The Shareholders’ Agreement contains specific decision making procedures with regard to certain decisions to be taken with respect to the DBFM Agreement, the EPC Contract, the Maintenance Contract and the Interface and Coordination Contract, in order to deal with potential conflicts of interest of the involved parties.

General meeting of shareholders

Without prejudice to more stringent mandatory quorum requirements under applicable law, the general meeting of shareholders may proceed only if, for each class of shares, at least 50% of the share capital of that class is represented. If this quorum is not achieved at a first meeting, a new general meeting of shareholders may be convened with the same agenda within fifteen (15) days of the first meeting, which meeting shall deliberate and decide upon any matter on the agenda, regardless of the quorum.

Any resolutions at a duly convened general meeting of shareholders shall require a simple majority of the votes cast, except as otherwise required by applicable law.

The following decisions shall, however, require unanimous votes of all shareholders present or represented at the general meeting of shareholders:

(i) decisions relating to mergers or assimilated transactions, demergers or partial demergers and the voluntary dissolution (other than the hypothesis provided in article 633, subsection 4 of the Belgian Companies Code) of the Issuer;

(ii) decisions relating to the contribution (or transfer) of the universality of assets and liabilities (algemeenheid) of the Issuer;

(iii) the approval of the annual accounts and the appropriation of profit or treatment of loss (unless the latter occurs in accordance with the financial model);

(iv) the distribution of dividends (unless such distribution occurs in accordance with the financial model); and

(v) decisions relating to the remuneration of directors.

Transfer of shares

The Shareholders’ Agreement provides for the following restrictions applicable to the transfer of shares in the Issuer:

(i) no transfer of shares in the Issuer is allowed (i) less than 6 months after the Availability Date and (ii) if not compliant with specific provisions in this respect in the DBFM Agreement;

(ii) a right of first refusal;

(iii) the consent of the Board of Directors; and

(iv) a tag-along right in cases of transfer of shares by Via Brugge.

Notwithstanding the above, certain transfers (in particular, transfers in the context of the enforcement of a share pledge and transfers to affiliates) are not subject to the above restrictions.

In addition, the Shareholders’ Agreement provides for the same transfer restrictions to apply to the transfer of shares in Via Brugge, as provided for in the STID.

HoldCo Shareholders Agreement

The shareholder structure of Via Brugge NV shall be as follows on Financial Close:

(i) Jan De Nul shall have subscribed for 956,637 registered shares (39%) without nominal value, for a total amount of €956,637;

(ii) Aswebo shall have subscribed for 73,587 registered shares (3%) without nominal value, for a total amount of €73,587;

(iii) Aclagro shall have subscribed for 73,587 registered shares (3%) without nominal value, for a total amount of €73,587;

(iv) Van Laere shall have subscribed for 73,587 registered shares (3%) without nominal value, for a total amount of €73,587;

(v) DG Infra+ shall have subscribed for 957,235 registered shares (39.02%) without nominal value, for a total amount of €957,235;

(vi) Inframan shall have subscribed for 269,222 registered shares (10.98%) without nominal value, for a total amount of €269,222; and

(vii) Franki shall have subscribed for 49,058 registered shares (2%) without nominal value, for a total amount of €49,058.

The HoldCo Shareholders shall enter into a shareholders' agreement to be dated on or around 20 March 2014 (the Holdco Shareholders’ Agreement). The rights and obligations of the HoldCo Shareholders under the Holdco Shareholders’ Agreement are summarised below

General information on the Holdco Shareholders’ Agreement

The Holdco Shareholders’ Agreement has been entered into for an initial duration of 15 years, except for certain provisions that are, according to Belgian law, to be limited in time, which have been limited to 10 years (or any shorter time period required by applicable law). The agreement provides for an automatic renewal mechanism.

In the event of any conflict between the provisions of the Holdco Shareholders’ Agreement and the articles of association of Via Brugge NV, the Holdco Shareholders’ Agreement shall prevail as between the parties and the parties shall procure that the terms of the articles of association are amended so as to be and remain at all times in accordance with the provisions of the Holdco Shareholders’ Agreement.

HoldCo Board of Directors

Composition

The board of directors of Via Brugge NV shall be composed of seven (7) directors (who may be physical or legal persons):

(i) two (2) directors shall be appointed from candidates proposed by Jan De Nul;

(ii) two (2) directors shall be appointed from candidates proposed by DG Infra+ and Inframan;

(iii) one (1) director shall be appointed from candidates proposed by Van Laere;

(iv) one (1) director shall be appointed from candidates proposed by Franki and Aswebo; and

(v) one (1) director shall be appointed from candidates proposed by Aclagro (each a HoldCo Director and together the HoldCo Board of Directors).

Compensation

The mandate of each HoldCo Director shall be without remuneration, unless the general meeting of HoldCo Shareholders unanimously decides otherwise.

Meetings of the board of directors

The HoldCo Board of Directors can only validly deliberate and decide upon a matter if all HoldCo Directors are present or represented. If that quorum requirement is not met, a new meeting shall be convened with the same agenda and the

attending HoldCo Directors may validly deliberate and decide upon a matter if at least 4 HoldCo Directors are present or represented.

All decisions of the HoldCo Board of Directors shall require the approval of all HoldCo Directors present or represented at the relevant meeting. If a unanimous decision cannot be taken at the first meeting with respect to any point on the agenda, on the third business day following the first meeting a second meeting shall be convened. During such second meeting the relevant decision can be approved by at least 4 HoldCo Directors voting in favour of such decision (including in any event the HoldCo Directors appointed from candidates proposed by Jan De Nul and DG Infra+ and Inframan).

Representation

Via Brugge NV shall be validly represented by:

(i) two (2) HoldCo Directors, consisting of one (1) HoldCo Director appointed upon the proposal of Jan De Nul and one (1) HoldCo Director appointed upon the proposal of DG Infra+ and Inframan, acting jointly;

(ii) for all matters falling within the scope of the powers of the management committee: two members of the management committee, acting jointly, one of which is appointed upon the proposal of Jan De Nul and one of which is appointed upon the proposal of DG Infra+ and Inframan, acting jointly;

(iii) for all matters falling within the scope of day-to-day management: any person to which the HoldCo Board of Directors has delegated the day-to-day management, acting solely; or

(iv) any person acting within the limits of the special powers awarded to him by the board of HoldCo Directors.

Conflicts of interest

The Holdco Shareholders’ Agreement provides for a specific decision mechanism in respect of certain decisions of the HoldCo Board of Directors regarding certain specified decisions to be taken by the Issuer in respect of the EPC Contract, the Maintenance Contract and the Interface and Coordination Contract, taking into account potential conflicts of interest of certain HoldCo Shareholders (i.e. the HoldCo Shareholders other than DG Infra+ and Inframan) with respect to these contracts. The procedure first requires the HoldCo Board of Directors to determine its position in respect of these decisions (only the HoldCo Directors appointed upon the proposal of DG Infra+ and Inframan will have a voting right with respect to such decisions). Following this, the HoldCo Directors appointed to the Issuer Board of Directors upon the proposal of Via Brugge NV will act in accordance with such position in the Issuer Board of Directors.

General meeting of HoldCo Shareholders

Without prejudice to more stringent mandatory quorum requirements under applicable law, the general meeting of HoldCo Shareholders may proceed only if HoldCo Shareholders representing the majority of the share capital are present or represented, including at least Jan De Nul, DG Infra+ and Inframan. If this quorum is not achieved at a first meeting, a new general meeting of HoldCo Shareholders may be convened with the same agenda, which meeting shall deliberate and decide upon any matter on the agenda, regardless of the quorum.

Any resolutions at a duly convened general meeting of HoldCo Shareholders shall require a simple majority of the votes cast, except as otherwise required by applicable law, and each resolution must be approved by at least Jan De Nul, DG Infra+ and Inframan.

Exercise of right to propose three (3) directors of the Issuer

The HoldCo Shareholders have agreed that Via Brugge NV will exercise its right to propose three (3) of the five (5) directors of the Issuer as follows:

(i) the proposal right in relation to one (1) director of the Issuer will be exercised in accordance with the decision of the directors of Via Brugge NV appointed upon the proposal of Jan De Nul;

(ii) the proposal right in relation to one (1) director of the Issuer will be exercised in accordance with the decision of the directors of Via Brugge NV appointed upon the proposal of DG Infra+ and Inframan; and

(iii) the proposal right in relation to one (1) director of the Issuer will be exercised in accordance with the decision of the directors of Via Brugge NV appointed upon the proposal of (x) Aclagro, (y) Van Laere, (z) Aswebo and Franki, alternating on an annual basis.

Transfer of shares

The Holdco Shareholders’ Agreement provides for the following restrictions applicable to the transfer of shares in Via Brugge NV:

(i) no transfer of shares in Via Brugge NV is allowed prior to 6 months after the Availability Date;

(ii) a right of first refusal; and

(iii) a tag-along right.

Certain transfers (e.g. transfers to affiliates) are not subject to the above restrictions.

DESCRIPTION OF THE PROJECT DOCUMENTS

CONTRACTUAL STRUCTURE

The Project consists of the design, build, finance and (for a 30-year period) maintenance of the A11 port bypass (the Road) and has been granted by the Authority, Agentschap Wegen & Verkeer (AWV ), to a consortium made up of Ondernemingen Jan De Nul NV (Jan De Nul), Aswebo NV (Aswebo), Aclagro NV (Aclagro), Algemene Aannemingen Van Laere NV (Van Laere), Franki Construct NV (Franki ) and DG Infra+ NV (DG Infra+ ).

The Project follows the internationally recognised DBFM (Design, Build, Finance and Maintain) structure.

The structure is based on the following key contracts:

● DBFM Agreement: the agreement between the Authority and the Issuer under which the Issuer is obliged to perform certain obligations in relation to the design, build, finance and (for a 30-year period) maintenance of the Infrastructure (“Configuratie”), primarily consisting of the main road, and the design, build and financing of the Third Party Infrastructure (“Buiten-Configuratie elementen”), primarily consisting of adjacent cycle paths and connecting roads.

● Authority Direct Agreement : the agreement between the Authority, the Issuer and the Security Trustee relating to the Project, which sets out the circumstances in which the Security Trustee may “step in” in order to remedy certain defaults of the Issuer and prevent termination of the DBFM Agreement.

● EPC Contract: the agreement between the Issuer and the EPC Contractor which passes to the EPC Contractor all of the design and construction risks, liabilities and obligations assumed by the Issuer under the DBFM Agreement, subject to agreed liability caps.

● Maintenance Contract: the agreement between the Issuer and the MTC Contractor, which passes to the MTC Contractor all of the maintenance risks, liabilities and obligations assumed by the Issuer under the DBFM Agreement, subject to agreed liability caps.

● EPC Direct Agreement and MTC Direct Agreement: the agreement between the EPC Contractor, the Issuer and the Security Trustee, and the agreement between the MTC Contractor, the Issuer and the Security Trustee, respectively, each of which sets out the circumstances in which the Security Trustee may “step in” to the EPC Contract and to the Maintenance Contract, respectively, in order to remedy certain defaults of the Issuer and prevent termination of these sub-contracts. The EPC Direct Agreement and the MTC Direct Agreement also limit the rights and security which the EPC Contractor and the MTC Contractor are entitled to enforce against the Issuer, and provide for the EPC Contractor’s and the MTC Contractor’s subordination vis-à-vis the Financiers.

● Interface and Coordination Contract: the agreement between the Issuer, the EPC Contractor and the MTC Contractor which outlines the rights and obligations of each of these parties, particularly regarding the interfaces between the EPC Contractor and the MTC Contractor during the construction phase and the defect liability period.

● Finance Documents: the documents described in the section entitled “Description of the Finance Documents”.

Summaries of the key elements of the DBFM Agreement, EPC Contract, Maintenance Contract, (Authority, EPC and MTC) Direct Agreements and Interface and Coordination Contract are set out below.

THE DBFM AGREEMENT (AND THE AUTHORITY DIRECT AGREEMENT )

Overview

The DBFM Agreement will be entered into between the Authority and the Issuer on the Issue Date.

Under the DBFM Agreement, the Issuer is required to procure the design, build, finance and maintenance of the Infrastructure and the design, build and financing of the Third Party Infrastructure.

The Issuer is required to maintain the Infrastructure for a 30 year period. In respect of the Third Party Infrastructure, the Issuer is responsible (to the extent identified in the section entitled “Liability” below) for latent defects for a period of 2 years, and for structural defects for a period of 10 years.

Except as otherwise and specifically provided in the DBFM Agreement, all costs incurred by the Issuer in performing its obligations under the DBFM Agreement will be borne by the Issuer. The Issuer will not be entitled to any additional payment for its works or services nor any suspension of its obligations.

Term of the DBFM Agreement

The DBFM Agreement will terminate on the date (the End Date) falling 30 years after the date on which the Road is certified (or deemed to be certified) to be available (the Availability Date ). The End Date is expected to be on or about 5 September 2047, unless the DBFM Agreement terminated earlier in accordance with its terms.

Commencement Guarantee

On the Issue Date, the Issuer is required to procure the issuance of a first demand bank guarantee to the Authority for an amount of €20 million to secure its obligations under the DBFM Agreement (the Commencement Guarantee). Non-issuance of the Commencement Guarantee is a Ground for Immediate Termination, which entitles the Authority to immediately terminate the DBFM Agreement.

Under the DBFM Agreement, the amount of the Commencement Guarantee will reduce as amounts are invested in the Road, and may be released on the date falling 6 months after the date on which the amount of €60 million is invested in the Road.

Pursuant to the EPC Contract, the Commencement Guarantee must be procured by the EPC Contractor. Therefore, any recourse of the issuing bank will ultimately be against the EPC Contractor, not the Issuer.

Obligations of the Issuer and the Authority

Under the DBFM Agreement, the Issuer will be responsible for the following:

(a) the design, construction, availability and maintenance of the Infrastructure, including a general duty to maintain and repair the Infrastructure following the Availability Date for the term of the DBFM Agreement;

(b) the design and construction of the Third Party Infrastructure;

(c) repairing latent defects in the Third Party Infrastructure (other than damage due to misfortune, force majeure, vandalism or abnormal use) during the period from provisional acceptance to final acceptance of the Third Party Infrastructure (which shall be a minimum period of 2 years); and

(d) structural defects in the Third Party Infrastructure (affecting the solidity and stability of the Third Party Infrastructure) for a period of 10 years from its provisional acceptance.

Unless expressly stated otherwise in the DBFM Agreement, the Issuer will assume responsibility for complying with the above obligations, and any other obligations imposed upon it under the DBFM Agreement, at its own cost.

Hand-back Guarantee

On the End Date, the Issuer will hand back the Infrastructure to the Authority, at which time the Infrastructure must meet a number of requirements as set out in the DBFM Agreement (the Hand-back Requirements). A guarantee can be requested by the Authority where an inspection shows that the Infrastructure will not meet the Hand-back Requirements on the End Date (a Hand-back Guarantee). In those situations, non-issuance of the required Hand-back Guarantee is a Ground for Immediate Termination, which entitles the Authority to immediately terminate the DBFM Agreement.

Pursuant to the Maintenance Contract, a Hand-back Guarantee shall be provided by the MTC Contractor. Therefore, any recourse the issuing bank may have will ultimately be against the MTC Contractor, not the Issuer.

The Issuer will not be given rights in rem in the Construction Site and will have only a right of access. Legal title to the Infrastructure and Third Party Infrastructure will instead vest in the Authority, as landowner, according to the right of accession (“natrekking / accession”), which is a general rule of Belgian civil law under which the landowner enjoys full legal title to the constructions and implantations on “his land”.

Supervening events and Delays

In certain circumstances (Supervening Events) the Issuer is relieved from its obligations under the DBFM Agreement, either by being allowed more time, or compensation, or both. These are:

(a) Force Majeure Events;

(b) Compensation Events;

(c) Delay Events; and

(d) Postponed Completion Events.

If these events result in a Critical Delay or a Critical Completion Delay (as defined in the DBFM Agreement), the Scheduled Availability Date and the Scheduled Completion Date (as defined below) will be delayed and therefore extend the period of time within which the Issuer must fulfill its obligations.

On the occurrence of Supervening Events, the Authority must pay compensation to the Issuer. Such compensation varies depending on the event, but in each case is designed to enable the Issuer to meet its obligations under the Finance Documents (other than, in certain circumstances, the PBCE Agreement).

If, on the occurrence of a Supervening Event, the Issuer is able to make up the time of the delay, albeit at greater expense, it must do so if requested by the Authority. In this case, the additional expense incurred by the Issuer to make up the time of the delay will be fully reimbursed by the Authority.

Remuneration of the Issuer

The Issuer will be entitled to receive payments (“Beschikbaarheidsvergoeding”) under the DBFM Agreement (Availability Payments). As from the Availability Date, the Issuer will receive periodic Availability Payments, amounting to a maximum of 90% of total Availability Payments. The remaining 10% of total Availability Payments is payable from the date on which the Authority certifies that the Completion Requirements (as defined in the DBFM Agreement) have been satisfied (the Completion Date). Although the DBFM Agreement will not require this, the Issuer intends the Availability Date and Completion Date to occur on the same date.

Availability Payments will be linked to meeting performance and quality targets. In this respect, they will be reduced by Availability Adjustments (“Beschikbaarheidscorrecties”) in cases of unavailability of traffic lanes, and by Performance Discounts (“Prestatiekortingen”) for other breaches and defects (which are based on Penalty Points), and can be reduced or increased by an Energy Efficiency Bonus.

The sum payable to the Issuer after such increases and/or reductions have been made (the Net Availability Payment) will be payable quarterly by the Authority to the Issuer. The first payment will be made in the calendar quarter in which the Availability Date falls and the last payment will be made in the calendar quarter in which the End Date falls.

Early termination of the DBFM Agreement

The DBFM Agreement will contain a number of early termination events which entitle the parties to terminate the DBFM Agreement in accordance with its terms, namely:

(a) a Ground for Immediate Termination;

(b) an Issuer Default;

(c) an Authority Default;

(d) voluntary termination of the DBFM Agreement by the Authority;

(e) a Force Majeure Event or illegality; and

(f) a long-lasting Critical Delay as a result of risk borne by the Authority (see above: “Supervening Events and Delays”).

The DBFM Agreement will provide that, on early termination of the DBFM Agreement, compensation shall be payable, as set out below.

Termination by the Authority on the basis of a Ground for Immediate Termination or an Issuer Default can only be effected in accordance with the provisions of the Authority Direct Agreement.

Compensation upon termination of the DBFM Agreement

Termination on the basis of a Ground for Immediate Termination or an Issuer Default

Compensation in these cases is not designed to enable the Issuer to meet its obligations under the Finance Documents, but rather to pay the Issuer the fair value of the Works so far performed by it.

The compensation will be payable by the Authority to the Issuer in an amount calculated (at the Authority’s choice) on the basis of either a retendering determination (based on the price offered by the highest bidder in a tender process for a contract with the Authority on the same principal terms as the DBFM Agreement) or a fair value determination (based on an expert's determination), less a fixed amount for additional costs of €4,000,000 (for termination of the DBFM Agreement prior to the Availability Date) or €2,000,000 (for termination of the DBFM Agreement after the Availability Date).

Termination in the event of an Authority Default or voluntary termination by the Authority

Compensation in these cases is designed to enable the Issuer to meet its obligations under the Finance Documents, including the payment of DBFM Make-Whole Amounts payable as set out in Condition 8.

The compensation will be payable by the Authority to the Issuer in an amount equal to the net present value of the outstanding principal amount under the Bonds and any other principal amount which the Issuer is required to pay under the Finance Documents as well as interest and commitment fees due but not yet paid on such principal, to the extent these have been agreed beforehand in the Finance Documents, plus (ii) the costs charged under the Finance Documents to the Issuer as a result of termination of the DBFM Agreement, to the extent these have been agreed beforehand in the Finance Documents (which shall include Make-Whole Amounts), plus (iii) the termination compensation to be paid by the Issuer to its employees and subcontractors, in accordance with market practice, plus (iv) any principal outstanding under the Shareholder Loans plus capital on shares plus any premiums paid plus (v) any amount paid on Shareholder Loans and free distributable capital which, if added to the distribution on shares and recorded services results in the weighted average return on equity.

This amount cannot be negative.

Termination on the basis of a Force Majeure Event, illegality or a long-lasting Critical Delay (being a delay of more than 12 or 24 months as a result of Special Circumstances)

Compensation in these cases is designed to enable the Issuer to reimburse the Principal Amount Outstanding of the Bonds plus accrued but unpaid interest, but not any Make-Whole Amounts.

The compensation will be payable by the Authority to the Issuer in an amount equal to the sum of (i) the par value of the Issuer's equity plus (ii) the principal due from the Issuer on the Shareholder Loans plus (iii) the principal amount payable by the Issuer under the Finance Documents, plus (iv) interest and commitment fees due but not yet paid on such principal, to the extent agreed upon beforehand in the Finance Documents, except for any Make-Whole Amounts or similar payments that are due otherwise under the Finance Documents, plus (v) the costs charged under the Finance Documents to the Issuer as a result of termination of the DBFM Agreement to the extent agreed upon beforehand in the Finance Documents, except for any make-whole payments or similar payments that go beyond the outstanding principal amount under the Bonds plus the interest due on those sums but not yet paid, plus (vi) any amount to be paid to the employees and subcontractors less any amounts distributed by the insurance companies which have not been used for repairs prior to termination of the agreement, minus the sum of (a) the value of earlier payments by the Issuer to shareholders (dividends, repayments of principal, interest or fees on subordinated loans, capital decrease) and (b) all amounts credited to bank accounts held in the name of, or on behalf of the Issuer on the date of determination of the compensation.

Liability

The liability of the Issuer to the Authority under the DBFM Agreement will not be capped. However, the Performance Discounts, Availability Adjustments and Energy Efficiency Bonuses which may be deducted from the Availability Payments for failure to properly perform the DBFM Agreement (see "Remuneration of the Issuer" above) are subject to certain caps and limitations (as further described below).

The liability of the Issuer to the Authority for third-party claims made against the Authority will be capped at 15% of the Construction Price during the period prior to the Availability Date (the Construction Phase) and 10% of the Construction Price during the period thereafter until the End Date (the Availability Phase).

The liability of the Issuer for repairs to the Infrastructure during the Availability Phase will not be capped in the DBFM Agreement.

The liability of the Issuer for latent defects (for a period of at least 2 years) and for structural defects (for a period of 10 years) in the Third Party Infrastructure will also not be capped.

Dispute resolution structure

The DBFM Agreement will provide for dispute resolution, in the event of disputes between the Issuer and the Authority. This initially takes the form of a referral to a consultation committee. If the dispute remains unresolved, the matter is then referred to a competent court in Brussels.

Authority Direct Agreement

The Authority, the Issuer and the Security Trustee will enter into a direct agreement relating to the DBFM Agreement on the Issue Date (the Authority Direct Agreement ). The Authority Direct Agreement will prevent the Authority from terminating the DBFM Agreement or filing for the bankruptcy of the Issuer without observing an interim period (following notification of its intend to do so and submission of a list of the Issuer's obligations under the DBFM Agreement that have not been complied with) during which the Security Trustee is entitled to “step-in” to the DBFM Agreement in order to remedy certain defaults of the Issuer and prevent termination of the DBFM Agreement. The Authority Direct Agreement will also provide for the replacement of the Issuer by a step-in entity in the event of insolvency of the Issuer.

In addition, the Issuer will have the obligation to open a bank account with the Account Bank to which all payments made to the policyholder pursuant to the insurance contracts concluded or to be concluded by the Issuer with regard to material damage to the insured goods will be transferred and to establish a first ranking pledge in favour of the Authority of this account (see Insurance Proceeds Account description in “Description of the Finance Documents – Common Terms Agreement – Cash Management).

The EPC Contract (and EPC Direct Agreement)

Introduction and scope of the EPC Contract

The EPC Contract will be entered into on the Issuer Date by the Issuer and a joint venture vehicle composed of (i) Jan De Nul, (ii) Van Laere, (iii) Aswebo, (iv) Aclagro, and (v) Franki (the EPC Contractor). It will be governed by Belgian law.

Under Belgian law, a “tijdelijke handelsvennootschap” or joint venture vehicle (a JVV ) is a temporary (commercial) partnership whose partners are jointly and severally liable for the JVV’s obligations.

The EPC Direct Agreement (further described in the section entitled "EPC Direct Agreement" below) will contain provisions which allow for the replacement of a partner of the EPC Contractor. Change of one of the partners must be accepted by the Authority, the Issuer and the Security Trustee.

The purpose of the EPC Contract is to pass down from the Issuer to the EPC Contractor those risks, liabilities and obligations of the Issuer contained in the DBFM Agreement which relate to the design, execution and completion of the works that the Issuer must undertake and the services it must provide pursuant to that contract (the Works) and the remedying of defects therein. Accordingly, the EPC Contract will be back-to-back with the provisions of the DBFM Agreement for the design and construction of the Infrastructure and the Third Party Infrastructure and contains a full pass through of the design and construction risks, liabilities and obligations assumed by the Issuer in the DBFM Agreement, subject to agreed liability caps.

The EPC Contract will be a turnkey contract, which provides for:

(a) a fixed, non-revisable price; and

(b) a fixed delivery period.

All claims of the EPC Contractor against the Issuer will be subordinated to the claims of the Financiers under the Finance Documents.

Term of the EPC Contract

The EPC Contract will become effective on the Issue Date and end on the Completion Date, without prejudice to the obligations as to Defects, unless terminated earlier in accordance with its terms.

Security Package

The obligations of the EPC Contractor under the EPC Contract will be secured by the Commencement Guarantee to the Authority and a letter of credit or bank guarantee that is payable on first request to the Issuer (the Letter of Credit ).

The Commencement Guarantee will be issued by the EPC Contractor and secures the fulfillment of the obligations of the Issuer (which will be contracted down to the EPC Contractor) towards the Authority. The Commencement Guarantee must be provided by the EPC Contractor throughout the period(s), and up to the amount(s), set out in the DBFM Agreement (as described in the section entitled "The DBFM Agreement-Commencement Guarantee" above).

The Letter of Credit must be issued by a financial institution with a minimum rating at the time of issuance of AA– (Standard & Poor’s), AA– (Fitch), or Aa3 (Moody’s), and must be in an initial amount of at least 20% of the total amount payable under the EPC Contract (exclusive of value added tax).

The term of validity of the Letter of Credit must be at least one year following the date of Financial Close. Three months prior to the end of the term of validity of the Letter of Credit, the EPC Contractor must ensure that the term of validity of the Letter of Credit is extended by a new period of at least one year, failing which the Issuer is entitled to call under the Letter of Credit.

Upon the Availability Date, the Letter of Credit will be released as to 50% of the initial amount, unless the amount still outstanding under the Letter of Credit is less than 50% of the initial amount, in which case there is no release. The remainder will be released upon the Completion Date.

EPC Contractor’s Obligations

The EPC Contractor will be required to design, execute and complete the Works, and remedy defects therein, in accordance with the EPC Contract.

The EPC Contract will contemplate the execution of Works, and payment for such Works, in accordance with “milestones” or “phases”. If on a milestone date there is a delay in the Works, judged by reference to the stage of Works anticipated to be reached by that point, the EPC Contractor must provide the Issuer with a remedial plan for the Issuer's approval.

Under the EPC Contract, the EPC Contractor will indemnify and hold the Issuer harmless for all third-party claims (including claims by the Authority) that are made prior to the Availability Date, with the exception of claims by the Finance Parties or the Issuer’s shareholders, except where these claims are caused by the default of the Issuer or the MTC Contractor.

EPC Price

In consideration of the performance by the EPC Contractor of its obligations under the EPC Contract, the Issuer will agree to pay the EPC Contractor a fixed design and build price.

The EPC price will be payable in monthly installments against the achievement of pre-agreed milestones. In the same way as Availability Payments to the Issuer are reduced under the DBFM Agreement, payments to the EPC Contractor are, on a back-to-back basis, reduced by (i) Performance Discounts for defaults by the EPC Contractor during the Construction Phase and (ii) all other amounts due by the EPC Contractor to the Issuer.

Back-to-Back Principle

The underlying principle of the EPC Contract is that the EPC Contractor assumes under the EPC Contract all those risks, liabilities and obligations of the Issuer under the DBFM Agreement which relate to the design, execution and completion of the works and the remedying of defects therein as well as all other obligations explicitly expressed to be assumed by the EPC Contractor under the EPC Contract, subject to agreed liability caps.

The EPC Contractor will only be entitled under the EPC Contract to obtain the same additional payment, indemnification, extension of time or other relief or benefit as the Issuer receives under the DBFM Agreement, to the extent it relates to the Works or affects the rights and obligations of the EPC Contractor under the EPC Contract.

In the same way, the obligations of the Issuer to the EPC Contractor under the EPC Contract will be to “pay-when-paid”. Therefore, the entitlement of the EPC Contractor to receive any payment or benefit will only be effective if and when and to the extent that the Issuer has effectively received such payment or benefit under the DBFM Agreement. Pending such receipt, the EPC Contractor cannot initiate a claim against the Issuer for such payment or benefit unless: (i) the claim must be filed in order to avoid being lost by prescription or (ii) there has been a breach by the Issuer of its obligations to the EPC Contractor.

Defects liability

The EPC Contractor will be liable to the Issuer for structural defects in the Infrastructure and Third Party Infrastructure for a period of 10 years following the Availability Date. This period of liability (Decennial Liability) is a provision of public policy and is not subject to any liability cap.

The EPC Contractor must, for a period of 2 years following the Availability Date, repair any latent defects in the Infrastructure and indemnify the Issuer for any damage resulting from such defects.

The EPC Contractor shall, throughout the relevant warranty period of at least 2 years stipulated in the DBFM Agreement, carry out all necessary works to the Third Party Infrastructure in order to keep this part in a good state of repair. The EPC Contractor shall also indemnify the Issuer for any damage resulting from any defects therein.

Discounts and Penalties

The EPC Contractor will be liable for the following, unless caused by (i) an Issuer Default, (ii) an MTC Contractor Default (see section entitled "MTC Contractor Default"), or (iii) a Supervening Event:

(a) any decrease in value of the Road;

(b) Performance Discounts due prior to the Availability Date;

(c) financial charges and costs suffered by the Issuer as a result of a delay in the design and construction of the Road; and

(d) additional design and construction costs suffered by the Issuer in accordance with the DBFM Agreement.

The EPC Contract will require the EPC Contractor to use its best efforts to minimise the Performance Discounts and to maximise Availability Payments.

EPC Contractor Default

In the event of a breach by the EPC Contractor of its obligations under the EPC Contract (an EPC Contractor Default), the Issuer's rights include:

(a) bringing a claim to enforce the EPC Contract;

(b) claiming compensation;

(c) suspending payments;

(d) terminating the EPC Contract in whole or in part;

(e) calling in one or more third parties to remedy the EPC Contractor Default at the expense of the EPC Contractor; and

(f) exercising any other remedies against the EPC Contractor that the Authority may have against the Issuer under the DBFM Agreement.

Termination by the Issuer

The Issuer will be entitled to terminate the EPC Contract by notice to the EPC Contractor, if:

(a) an EPC Contractor Default which is sufficiently serious to justify termination by the Issuer has occurred, has been notified by the Issuer to the EPC Contractor and, despite a prior notice of default by the Issuer, the default is not corrected within the reasonable period stipulated in the notice; or

(b) the certificate stating that the Road is available for the purposes of the DBFM Agreement (the Availability Certificate) is not issued (or it is certain that the Availability Certificate will not be issued) within 9 months after the date on which the Availability Certificate is scheduled to be issued (the Scheduled Availability Date) (5 September 2017); or

(c) the certificate stating that the Works are complete for the purposes of the DBFM Agreement (the Completion Certificate) is not issued (or it is certain that the Completion Certificate will not be issued) within 9 months after the Scheduled Completion Date (5 September 2017) (the EPC Long Stop Date); or

(d) the EPC Contractor fails to achieve a Key Milestone within 9 months after the date stipulated in the Key Milestone Programme

(e) the EPC Contractor does not submit a remedial plan within 20 Business Days of a notice of default from the Issuer; or

(f) as a consequence of claims being made against the EPC Contractor:

(i) the aggregate liability cap or the liquidated damages cap under the EPC Contract is exhausted (or it is certain that the relevant cap will be exhausted); or

(ii) the amount still available under the liability cap of the Issuer under the DBFM Agreement exceeds the amount still available under the aggregate liability cap of the EPC Contractor under the EPC Contract (thus potentially exposing the Issuer to claims in respect of which it is not indemnified by the EPC Contractor); or

(g) either:

(i) one of the joint venture partners of the EPC Contractor files for bankruptcy or is declared bankrupt, or is dissolved or placed into liquidation; or

(ii) there is a change in composition of the EPC Contractor (a replacement, removal or addition of one or more joint venture partners of the EPC Contractor) without the Issuer’s prior approval,

as a result of which the EPC Contractor is no longer able to meet its obligations under the EPC Contract; or

(h) the Commencement Guarantee is not issued or is not renewed as required; or

(i) the Letter of Credit is not issued, maintained or renewed as required; or

(j) the EPC Contractor abandons all or virtually all of the Works for a period of 20 consecutive Business Days, unless this is contemplated by the construction programme set out in the EPC Contract (the Construction Programme); or

(k) more than 80 penalty points are awarded under the DBFM Agreement in a period of two consecutive quarters preceding the issue of the Availability Certificate, unless the EPC Contractor can demonstrate that the penalty points are the result of an Issuer Default or a MTC Contractor Default,

unless, in any case, the situation results from default by the Authority or the Issuer under the DBFM Agreement or force majeure.

EPC Contractor’s Entitlement to Suspend Works

The EPC Contractor will be entitled to suspend performance of the EPC Contract if the Issuer fails to meet any of its payment obligations for 30 consecutive calendar days, unless:

(a) the Issuer earnestly disputes such obligation; or

(b) the non-payment results from an EPC Contractor Default.

Termination by the EPC Contractor

Subject to the provisions of the EPC Direct Agreement, the EPC Contractor will be entitled to terminate the EPC Contract by notice to the Issuer if:

(a) the Issuer fails to pay for two consecutive quarters, unless:

(i) the Issuer earnestly disputes such obligation; or

(ii) the non-payment results from an EPC Contractor Default; or

(b) an Issuer Default, which is sufficiently serious to justify termination by the EPC Contractor, has occurred, has been notified by the EPC Contractor to the Issuer and despite a second notice of the default by the EPC Contractor, the default is not corrected within the reasonable period stipulated in the notice.

Limitation of liability

The EPC Contractor’s aggregate liability (including liquidated damages) under the EPC Contract to the Issuer is subject to a maximum cap of 100% of the Contract Price including liquidated damages (excluding value added tax).

The EPC Contractor’s liability for damages to compensate the Issuer for financial charges and costs incurred as a result of a delay in the Road becoming “available” or “completed” will be capped at 12% of the EPC price (excluding value added tax), (the Liquidated Damages Cap).

These caps do not apply (i) in any case of fraud, deliberate default or willful misconduct by the defaulting party, (ii) if such limitation of liability is expressly prohibited by applicable law, (iii) regarding enforcement costs, (iv) regarding default interests, or (v) if the EPC Contractor abandons the Works before the Availability Date.

EPC Direct Agreement

The EPC Contractor, the Issuer and the Security Trustee will enter into a direct agreement relating to the EPC Contract on the Issue Date (the EPC Direct Agreement). The EPC Direct Agreement will prevent the EPC Contractor from terminating the EPC Contract or taking other types of enforcement measure without observing an interim period of 20 Business Days (extendable to a maximum of 60 Business Days) during which the Security Trustee is entitled to “step-in” to the EPC Contract in order to remedy certain defaults of the Issuer and prevent termination of the EPC Contract.

The EPC Direct Agreement also provides for the EPC Contractor’s subordination vis-à-vis the Financiers, and the replacement of the Issuer by a step-in entity in the event of insolvency of the Issuer.

The MAINTENANCE CONTRACT (AND MTC D IRECT AGREEMENT )

Introduction and scope of the Maintenance Contract

The Maintenance Contract will be entered into by the Issuer and a joint venture vehicle composed of (i) Jan De Nul, (ii) Van Laere, (iii) Aswebo, (iv) Aclagro, and (v) Franki (the MTC Contractor ) on the Issue Date. It will be governed by Belgian law.

The Maintenance Contract will contain provisions on (i) the setting up, prior to the Availability Date, of a specific maintenance company (Maintain Co) and the subsequent transfer of the Maintenance Contract obligations from the initial MTC Contractor to Maintain Co, and (ii) the replacement of a partner of the MTC Contractor. Change of one of the partners must be accepted by the Authority, the Issuer and the Security Trustee.

As from the Availability Date, the MTC Contractor will be obliged by the Maintenance Contract to perform all repair, maintenance and related obligations of the Issuer under the DBFM Agreement.

The purpose of the Maintenance Contract is to pass down from the Issuer to the MTC Contractor those risks, liabilities and obligations of the Issuer contained in the DBFM Agreement which relate to the repair, maintenance and hand-back of the Infrastructure. Accordingly, the Maintenance Contract will be back-to-back with the provisions of the DBFM Agreement regarding maintenance of the Infrastructure and contains a full pass through of the maintenance risks, liabilities and obligations assumed by the Issuer in the DBFM Agreement, subject to agreed liability caps.

All claims of the MTC Contractor against the Issuer are subordinated to the claims of the Financiers under the Finance Documents.

Term of the Maintenance Contract

The Maintenance Contract will remain in effect until the End Date, unless terminated earlier in accordance with its terms.

Guarantees

The obligations of the MTC Contractor to the Issuer under the Maintenance Contract are secured by a performance guarantee in the form of a first-demand bank guarantee (the Performance Guarantee). The Performance Guarantee must be issued by a financial institution with a minimum rating of A– (Standard & Poor’s), A– (Fitch), or A3 (Moody’s) for an amount equal to the estimated average annual maintenance cost.

At the end of the Maintenance Contract, the MTC Contractor will be obliged to provide the Authority with a Hand-back Guarantee and a supplementary Hand-back Guarantee where the Issuer is under an obligation to so provide under the DBFM Agreement.

MTC Contractor’s Obligations

The MTC Contractor will be required to undertake maintenance and repair works in accordance with the Maintenance Contract, and is responsible for ensuring that during the Availability Phase the Infrastructure meets the requirements specified in the DBFM Agreement.

The maintenance and repair obligations of the MTC Contractor include repairing and making good any damage or defect to the Infrastructure occurring during the Availability Phase whether such defect or damage is notified by the Issuer or observed by the MTC Contractor.

Back-to-Back Principle

The back-to-back principle described in relation to the EPC Contract will also expressly be applied to the Maintenance Contract. Accordingly, under the Maintenance Contract the MTC Contractor will assume all those risks, liabilities and obligations under the DBFM Contract which relate to the repair and maintenance of the Infrastructure, subject to agreed liability caps only.

The MTC Contractor will be obliged to repair all damage which results in the Infrastructure no longer satisfying the Availability Date Requirements within the deadlines given, unless failure to meet the Availability Date Requirements is caused by force majeure.

The Issuer’s Obligations

The Issuer’s principal obligation under the Maintenance Contract will be payment of the agreed sums representing a maintenance fee (the Maintenance Fee). These sums are indexed quarterly in accordance with a specific price revision formula, in line with the price revision formula applicable to the availability payments under the DBFM Agreement.

The Maintenance Fee will be:

(a) reduced by all Performance Discounts and Availability Adjustments applied under the DBFM Agreement following the Availability Date, unless caused by the default of the Issuer or the EPC Contractor;

(b) increased (or decreased) by any Energy Efficiency Bonus;

(c) increased by compensation resulting from a Special Circumstance (if any); and

(d) adjusted in accordance with any change or variation agreed between the Issuer and the Authority and between the Issuer and the MTC Contractor.

Defects liability

The MTC Contractor will be obliged to repair all damage which results in the Infrastructure no longer satisfying the Availability Requirements within the deadlines given, unless failure to meet the Availability Requirements is caused by force majeure.

MTC Contractor Default

In the event of a breach by the MTC Contractor of its obligations under the Maintenance Contract (an MTC Contractor Default), the Issuer's rights will include:

(a) bringing a claim to enforce the Maintenance Contract;

(b) claiming compensation;

(c) suspending payments;

(d) terminating the Maintenance Contract in whole or in part;

(e) calling in one or more third parties to remedy the MTC Contractor Default, at the expense of the MTC Contractor; and/or

(f) exercising any other remedies against the MTC Contractor that the Authority may have against the Issuer under the DBFM Agreement.

If an Issuer Default has occurred, the MTC Contractor shall in return be entitled to:

(i) suspend the Maintenance Contract;

(ii) initiate a legal claim for specific performance against the Issuer;

(iii) claim compensation from the Issuer for all damages incurred by the MTC Contractor pursuant to the Maintenance Contract as a result of the Issuer Default; and/or

(iv) terminate the Maintenance Contract in whole or in part.

Termination by the Issuer

The Issuer will be entitled to terminate the Maintenance Contract by notice to the MTC Contractor, if:

(a) an MTC Contractor Default, which is sufficiently serious to justify termination by the Issuer, has occurred, has been notified by the Issuer to the MTC Contractor and despite a prior notice of default by the Issuer, the default is not corrected within a reasonable period stipulated in the notice;

(b) as a consequence of claims made against the MTC Contractor the annual liability cap under the Maintenance Contract is exhausted (or it is certain that this cap will be exhausted);

(c) either:

(i) one of the joint venture partners of the MTC Contractor files for bankruptcy or is declared bankrupt, or is dissolved or placed into liquidation; or

(ii) there is a change in composition of the MTC Contractor (a replacement, removal or addition of one or more joint venture partners of the MTC Contractor) without the Issuer's prior approval;

as a result of which the MTC Contractor will no longer be able to meet its obligations under the Maintenance Contract;

(d) the Performance Guarantee is not obtained, maintained or renewed; or

(e) the Hand-back Guarantee or any supplementary hand-back guarantee is not issued, obtained, maintained or renewed; or

(f) the MTC Contractor abandons all or virtually all of the MTC Works for a period of 20 consecutive Business Days, unless this is contemplated in the MTC Programme; or

(g) more than 80 penalty points are awarded under the DBFM Agreement in a period of two consecutive quarters following the issue of the Availability Certificate, unless the MTC Contractor can demonstrate that the penalty points are the result of an Issuer Default or an EPC Contractor Default,

unless, in any case, the situation results from default by the Authority or the Issuer under the DBFM Agreement or force majeure.

MTC Contractor’s Entitlement to Suspend Works

The MTC Contractor will be entitled to suspend performance of the Maintenance Contract if the Issuer fails to meet any of its payment obligations for 30 consecutive calendar days unless:

(a) the Issuer earnestly disputes such obligation; or

(b) the non-payment results from an MTC Contractor Default.

If non-payment results from default by the EPC Contractor, the MTC Contractor has recourse against the EPC Contractor under the Interface and Coordination Contract.

Termination by the MTC Contractor

The MTC Contractor will be entitled to terminate the Maintenance Contract by notice to the Issuer if:

(a) the Issuer fails to pay for two consecutive quarters, unless:

(i) the Issuer earnestly disputes such obligation; or

(ii) the non-payment results from an MTC Contractor Default.

(b) an Issuer Default which is sufficiently serious to justify termination by the MTC Contractor has occurred, been notified by the MTC Contractor to the Issuer and, despite a second notice of the default by the MTC Contractor, the default is not corrected within the reasonable period stipulated in the notice; or

(c) as a consequence of the liability of the MTC Contractor the Annual Liability Cap under the Maintenance Contract (defined below) is depleted (or it is certain that this cap will be exhausted).

Limitation of liability

The annual liability of the MTC Contractor to the Issuer under or in connection with the Maintenance Contract will be capped at the amount of the annual maintenance fee for that particular calendar year (the Annual Liability Cap ). As of 1 January of each calendar year, the Annual Liability Cap is replenished (i.e. renewed for that calendar year).

After termination of the Maintenance Contract, the MTC Contractor’s liability is capped at twice the amount of the estimated average annual maintenance cost.

These caps do not apply (i) in any case of fraud, deliberate default or willful misconduct by the defaulting party, (ii) if such limitation of liability is expressly prohibited by applicable law, (iii) regarding enforcement costs, or (iv) regarding default interests.

MTC Direct Agreement

The MTC Contractor, the Issuer and the Security Trustee will enter into a direct agreement relating to the Maintenance Contract on the Issue Date (the MTC Direct Agreement). The MTC Direct Agreement will prevent the MTC Contractor terminating the Maintenance Contract or taking other types of enforcement measure without observing an interim period of 20 Business Days (extendable to a maximum of 60 Business Days) during which the Security Trustee is entitled to “step-in” to the Maintenance Contract in order to remedy certain defaults of the Issuer and prevent termination of the Maintenance Contract.

The MTC Direct Agreement will provide for the MTC Contractor’s subordination vis-à-vis the Financiers, and for the replacement of the Issuer by a step-in entity in the event of insolvency of the Issuer.

THE INTERFACE AND COORDINATION CONTRACT

Introduction

The Issuer, the EPC Contractor and the MTC Contractor will enter into an Interface and Coordination Contract on the Issue Date (the Interface and Coordination Contract). It will be governed by Belgian law.

The purpose of the Interface and Coordination Contract is to regulate the interaction between the EPC Contract and the Maintenance Contract, and secure the ability of the Issuer to fulfil its obligations under the DBFM Agreement notwithstanding any interface discussions between the EPC Contractor and the MTC Contractor.

Transfer of rights

Pursuant to the Interface and Coordination Contract, the Issuer shall, upon provision of the Availability Certificate, transfer to the MTC Contractor all of its rights regarding (i) the obligations of the EPC Contractor in relation to the repair of defects, and (ii) third-party claims, that the Issuer holds vis-à-vis the EPC Contractor pursuant to the EPC Contract.

Accordingly, interactions between the EPC Contractor and the MTC Contractor regarding the respective obligations of the EPC Contractor and the MTC Contractor in relation to the repair of defects and third-party claims shall be dealt with directly and solely between the EPC Contractor and the MTC Contractor.

Defects

Up to the Availability Date, the EPC Contractor shall be liable to the Issuer for repairing all defects (both in the Infrastructure and in the Third Party Infrastructure).

As from the Availability Date, the MTC Contractor shall be liable to the Issuer for repairing all defects. Where such defects fall within the liability of the EPC Contractor pursuant to the EPC Contract, this may entail the MTC Contractor (i) having the defects repaired by the EPC Contractor or (ii) being indemnified by the EPC Contractor, in accordance with the EPC Contract, for any loss suffered by the MTC Contractor as a result of such defects.

Despite the fact that, as from the Availability Date, the MTC Contractor shall be liable to the Issuer for repairing all defects or having them repaired by the EPC Contractor, such liability shall count towards the liability cap of the EPC Contractor under the EPC Contract, rather than towards the liability cap of the MTC Contractor under the Maintenance Contract, where such defects fall within the scope of liability of the EPC Contractor pursuant to the EPC Contract. In this respect, it is expressly stated in the Interface and Coordination Contract that the Issuer shall allocate the costs of repair and damages either to the EPC Contractor or the MTC Contractor and their respective liability caps, subject to dispute resolution.

Allocation of undefined or disputed obligations

Any uncertainty or dispute regarding the liability of the EPC Contractor or the MTC Contractor to repair certain defects does not give them the right to suspend works or delay repairs.

If an undefined obligation (i.e. any obligation to be performed that was not explicitly mentioned, that cannot be derived from the scope of the EPC and Maintenance Contracts, and that cannot readily or reasonably be assigned to one of the subcontractors) must be carried out, the undefined obligation shall be assigned to and executed by (i) the EPC Contractor where such an obligation must be carried out prior to the Availability Date, and (ii) the MTC Contractor when such an obligation must be carried out after the Availability Date.

If a disputed obligation (i.e. any obligation to be executed that is disputed by a subcontractor on the ground that the obligation falls within the scope of the other subcontractor's obligations) must be carried out, the disputed obligation shall be assigned to and executed by the EPC Contractor where such an obligation must be executed prior to the Availability Date, and to the MTC Contractor when this obligation must be executed out after the Availability Date.

Changes

To the extent that a change initiated by the Authority has an impact on the rights and obligations of the EPC Contractor and/or the MTC Contractor, the prior approval of the relevant subcontractor is required for the implementation thereof (except in the case of a compulsory change). The Issuer may not propose a change or accept a change by the Authority without the prior written approval of the EPC Contractor and/or the MTC Contractor, as the case may be.

To the extent that a change initiated by the EPC Contractor or the MTC Contractor has an impact on the rights and obligations of the other subcontractor, the latter's prior approval is required before such change can be suggested to the Issuer.

Dispute resolution structure

The Interface and Coordination Contract will provide for dispute resolution, in the event of disputes between the parties to the Interface and Coordination Contract. This initially takes the form of a referral to a consultation committee. If the dispute remains unresolved, the matter is then made subject to a binding fast-track third party decision by a panel of experts or individual expert.

The expert(s) will, pursuant to the Interface and Coordination Contract, have to render their determination within 28 days of the date on which the president or the sole expert, as the case may be, was appointed. The expert determination will be binding upon the parties, unless and until the dispute is finally determined by agreement or by court proceedings.

Any expert proceedings and any expert determination under the Interface and Coordination Contract shall, for the parties involved in the expert proceedings, take precedence over any expert proceedings or any expert determination between such parties under the EPC Contract or the Maintenance Contract covering the same subject matter.

If the expert(s) fails to make any determination within the 28 days, either party may bring the dispute before a competent court of Brussels.

GLOSSARY

Capitalised terms used in this section "Description of the Project Documents" shall have the following meanings

Acceptance means Acceptatie as defined in the DBFM Agreement.

Annual Liability Cap means the liability cap provided for in Sub-Clause 14.2 (Limitation of liability) of the Maintenance Contract.

Assistant means any (legal) person that, as part of a work agreement or otherwise, and in a direct or indirect contractual agreement, undertakes work or provides services for or on behalf of the Authority or the Issuer.

Authority means the Authority, i.e. the Flemish Region, Agentschap Wegen & Verkeer (being the Agency for Roads and Traffic) in its capacity as contracting party to the DBFM Agreement.

Authority Change means Wijziging Opdrachtgever and is defined in the DBFM Agreement as a change to the DBFM Agreement proposed by the Authority.

Authority Default means default by the Authority in fulfilling one or more of its obligations pursuant to the DBFM Agreement (including the situation in which it is certain that fulfilment without default will be impossible) insofar as this default is not a consequence of a Force Majeure Event.

Availability Adjustment (AA) means the Availability Adjustment (AA) is the sum of the Lane Rentals (∑ LRs) that apply in relation to the Traffic Lane Closures.

AA = ∑ LRs

Availability Certificate means written notification by the Authority to the Issuer confirming that the Availability Date Requirements have been satisfied.

Availability Date means the earlier of the following dates:

(a) the date on which the Availability Certificate is issued; and

(b) the date on which the Availability Certificate is deemed to be issued.

Availability Date Requirements means the requirements given under ‘Availability Date Requirements’ in Appendix 7 of the DBFM Agreement and to be met to obtain the Availability Certificate.

Availability Phase means the phase that begins on the Availability Date and ends at the End Date.

BAFO means the 'best and final offer' submitted by the Consortium on 10 July 2012 for the technical part and on 31 October 2012 for the financial part.

Bond means a bond, debt or other securities, issued through a public offering or private placement by the Issuer or any related entity, in which case all or part of the proceeds of the Bonds lent to or otherwise be made available to the Contractor.

Business Day means any day (excluding Saturday and Sunday) on which banks are open for business in Belgium.

Change means an Authority Change or Issuer Change.

Closure means a continuous closure of, or width restriction on, a traffic lane or hard shoulder (or section thereof in a linear direction) that is not a Permitted Width Restriction.

Commencement Certificate means the written notification by the Authority to the Issuer confirming that the conditions set out in the DBFM Agreement have been satisfied.

Commencement Date means the date on which the Commencement Certificate is given by the Authority to the Issuer.

Compensation Event means:

(a) one or more of the following exhaustive list of events or circumstances, provided that they do not result from a DBFM Co (Issuer) Default:

(i) an Authority Change;

(ii) a relevant change in law;

(iii) a relevant Change in traffic volume;

(b) a situation in which the Issuer cannot fulfil its obligations pursuant to the DBFM Agreement, or can only do so at greater expense, where this situation is the consequence of one or more of following exhaustive list of events or circumstances and provided that it is not a Force Majeure Event, Delay Event or Postponed Completion Event nor the consequence of a DBFM Co (Issuer) Default:

(i) a factual inaccuracy in the data that are part of the Data Provided, unless the Issuer could or should not have reasonably been ignorant or unaware thereof;

(ii) a situation whereby the Authority fails to fulfil an obligation pursuant to the DBFM Agreement that is not suspended pursuant hereto, on the understanding that this does not apply to failure to fulfil an obligation for payment of a sum of money;

(iii) if the Issuer observes instructions and undertakes traffic measures in accordance with the DBFM Agreement;

(iv) if the Issuer observes an order or the Authority takes measures as regards Working conditions and (road) safety;

(v) infringement of third-party intellectual or industrial property rights as a result of the specifications of the Authority, unless the Issuer was, or should reasonably have been, aware thereof;

(vi) damage to the Road as a result of accidents, breakdowns, shed loads or stranded vehicles;

(vii) if the Authority or a competent third party does not implement traffic measures in accordance with a request from the Issuer on grounds other than serious grounds of which the Issuer is notified in due time;

(viii) damage as a result of Vandalism;

(ix) damage as a direct result of successful challenge by a third party of a decision to grant a permit, unless this is due to an irregularity or fault on the part of the Issuer;

(x) inappropriate use by the Authority or its Assistants of the Infrastructure and/or Third Party Infrastructure components;

(xi) if, five Business Days before the BAFO Date, an authority charged with issuing permits sets conditions for granting an Authority Permit of which the Issuer was not aware, or could not reasonably have foreseen;

(xii) an actual delay or suspension of the Works in accordance with the DBFM Agreement;

(xiii) after Availability Date: if a permit requested by the Issuer is not granted or finalised within the prevailing legal deadlines (or, failing that, a reasonable decision period) (or, failing that, a reasonable consideration period), based on the set legal deadlines (including possible extension by the competent authority pursuant to the Law and Regulations, including administrative appeal procedures) without extension as a result of possible procedures by the Council of State or the Council for Permit Disputes, provided that this is not the consequence of an error on the part of the Issuer;

(xiv) after Availability Date: if a permit is withdrawn, voided, suspended or waived pursuant to Article 159 of the Constitution, or the interruption of the works following the suspension or the voidance of a Permit or the urban planning regulations (“ruimtelijk uitvoeringsplan, gewestplan, bijzonder plan van aanleg of milieueffectenrapport”) on which the Permit is based unless that withdrawal, voidance, suspension or waiver is due to a fault attributable to the Issuer;

(xv) after Availability Date: if an authority other than the Authority does not perform work relating to the Project within a reasonable deadline, provided that the authority concerned is not acting as a sub-contractor contracted by the Issuer;

(xvi) after Availability Date: if the managers of the connecting roads do not cooperate fully ; and

(xvii) after Availability Date: the Security Trustee avails itself of its rights pursuant to the Direct Agreement, unless the Notification of Restructuring (as defined therein) is not made or is withdrawn (or is deemed to have been withdrawn);

(xviii) damage to the Road pursuant to a faulty execution of winter maintenance;

(xix) the presence on the Site of pollution that was not known from the Data Provided and that could not have been known by a professional contractor on the date corresponding to five Business Days before the date of the BAFO and which is not the result of an act or omission the Contractor or any of its Agents;

(xx) the presence on the Site of explosives that was not known from the Data Provided and that could not have been known by a professional contractor on the date corresponding to five Business Days before

the date of the BAFO and which is not the result of an act or omission of the Contractor or any of its Agents;

(xxi) a change in the 'surveillance fees' of a rating agency of more than 20% on a yearly basis due to a change in Regulations (excluding internal policies of the rating agency); and/or

(xxii) the existing service building that serves to control the movable bridge over the Boudewijn canal has not been cleared at the latest on 7 March 2015 so that the demolition can begin at the latest on 8 March 2015.

Completion means Voltooiing and is defined in the DBFM Agreement as the completion of the Road on the Completion Date.

Completion Certificate means Voltooiingscertificaat and is defined in the DBFM Agreement as written notification by the Authority to the Issuer confirming that the Completion Requirements have been satisfied.

Completion Date means Voltooiingsdatum and is defined in the DBFM Agreement as the date on which the Completion Certificate is issued and provided to the Issuer, as evidenced by the receipt or by the postmark of the recorded-delivery mail by which it was sent.

Completion Fee means the amount of €18,197,620.99 as included in the Financial Model as an amount paid out at or around the Issue Date to HoldCo, the Lead Managers and various advisors, to the extent such amounts are not paid directly to such parties by the Issuer.

Construction Area means one or more of the areas which are made available to the Issuer by the Authority for performance of the Project. It includes the Infrastructure and Third-Party Infrastructure components, as well temporary roads and site areas. An area only becomes a Construction Area after the Authority has made it available, at the request of the Issuer, and has drawn up an availability report in the presence of the latter. An area continues to be a Construction Area until the Completion Date with the exception of Third Party Infrastructure Components that from provisional acceptance of the relevant Third Party Infrastructure Component is no longer part of the Construction Area. Relief roads do not form part of the Construction Area, except for parts where physical changes are made by the Issuer. A proposal for the Construction Area shall be drawn up by the Issuer for works during the Availability Phase and submitted to the Authority for Acceptance.

Construction Budget means the Original Construction Budget relating to the budget for the Construction Phase, as amended or updated in accordance with the terms of Clause 6 (Project Budgets) of the Common Terms Agreement.

Construction Costs means, for any period, all costs, expenses and fees (without double counting) properly incurred by the Issuer during such period in connection with the design, construction and commissioning of the Works in accordance with and pursuant to the EPC Contract and as provided for in the Construction Budget, or as may be approved by the Security Trustee, but excluding the Completion Fee and Issuer Costs.

Construction Phase means Bouwfase and is defined in the DBFM Agreement as the period beginning on the Commencement Date and ending on the Availability Date.

Construction Programme means the construction programme attached as Annex 2 (Construction Programme), of the EPC Contract as updated in accordance with the EPC Contract.

Construction Site means the site at which the Construction Phase takes place.

Contract Close means the signing of the DBFM Agreement by all the Parties.

Contract Date means the date on which the DBFM Agreement is signed by all the Parties.

Critical Delay means a delay in the Works, the unavoidable consequence of which is that the Availability Date Requirements or Completion Requirements, as the case may be, cannot be satisfied by the Scheduled Availability Date or Scheduled Completion Date, as appropriate, or can only be satisfied subject to an additional cost of more than €100,000 to the Issuer; or, where the Scheduled Availability Date or Scheduled Completion Date has passed, a delay in the Works, the unavoidable consequence of which is that the Scheduled Availability Date or Scheduled Completion Date, as the case may be, is exceeded by more than 15 Business Days.

Data Provided means the data included in the documents referred to in Appendix 18 of the DBFM Agreement.

DBFM Co (Issuer) Default means default by the Issuer in fulfilling one or more of its obligations pursuant to the DBFM Agreement (including the situation in which it is certain that fulfilment without default will be impossible) insofar as this default is not:

(a) the consequence of a Delay Event, Postponed Completion Event, Compensation Event or Force Majeure Event; or,

(b) a Ground for Immediate Termination.

Delay Event means Geval van Uitstel and is defined in the DBFM Agreement as one or more of the following circumstances or events which give rise to a critical delay; in determining whether or not there is a critical delay in the event of the repeated occurrence of cases (d), (e) and (g) commencing prior to the Availability Date, account will be taken of the cumulative duration of the individual delays:

(a) the Security Trustee avails itself of its rights pursuant to the Direct Agreement, unless the Notification of Restructuring (as defined therein) is not made or is withdrawn (or is deemed to have been withdrawn);

(b) suspension of the works pursuant to the Law and Regulations relating to the unknown presence of a protected species of plant or animal on the construction area on the BAFO date;

(c) the presence of an archaeological site on the construction area that could not be deduced from the Data Provided or could not have been known to a professional contractor on the BAFO date;

(d) failure, within a reasonable deadline by the Authority to issue an order to cooperate with the removal or laying of such cables and pipelines (including drainage) required for the performance of the works (provided this is not the consequence of a default attributable to the Issuer);

(e) if a Permit requested by the Issuer is not granted or finalised within the prevailing legal deadlines (or, failing that, a reasonable consideration period), based on the set legal deadlines (or, failing that, a reasonable decision period), (including possible extension by the competent authority pursuant to the Law and Regulations, including administrative appeal procedures) without extension as a result of possible procedures by the Council of State or the Council for Permit Disputes, provided that this is not the consequence of an error on the part of the Issuer ;

(f) if a Permit is withdrawn, voided, suspended or waived pursuant to Article 159 of the Constitution, or the interruption of the Works following the suspension or the voidance of a Permit or the urban planning regulations (“ruimtelijk uitvoeringsplan, gewestplan, bijzonder plan van aanleg of milieueffectenrapport”) on which the Permit is based unless that withdrawal, voidance, suspension or waiver is due to a fault attributable to the Issuer ;

(g) if an authority other than the Authority does not perform work that another authority must perform relating to the Project within a reasonable deadline, provided that the authority concerned is not acting as a sub-contractor contracted by the Issuer;

(h) if the managers of the connecting roads do not cooperate fully;

(i) protests on or in the vicinity of the Construction Area that are not aimed at the Issuer and in which the Issuer is not involved;

(j) delay in the Works as a consequence of third-party rights relating to the Construction Area which were not indicated in the Data Provided or which do not derive from the Law or Regulations;

(k) delay in all or part of the Construction Area being made available;

(l) delay in granting access to the Construction Area for the performance of the Agreement.

Design Documents means information produced by the Issuer or one of its Assistants for the performance of the Works, regardless of the information support involved.

Energy Efficiency Bonus means the energy efficiency bonus as determined in accordance with the terms of the DBFM Agreement.

EPC Contract means the EPC Contract dated on or about the Issue Date between the Issuer and the EPC Contractor.

EPC Contractor means THV EPC Via Brugge an unincorporated joint venture with joint and several liability of its participants, consisting of NV Ondernemingen Jan De Nul, NV Algemene Aannemingen Van Laere, NV ASWEBO, NV ACLAGRO and NV Franki Construct, the sole purpose of which is to design and construct the Project, and any replacement or substitute for any of them as permitted in accordance with the Finance Documents.

EPC Contractor Default means:

(a) Subject to paragraph (b) below, “EPC Contractor Default” means:

(i) any breach by the EPC Contractor of its obligations under the EPC Contract which has not been remedied within the applicable remedy period (if any) under the EPC Contract; or

(ii) the occurrence of any:

(A) Issuer Default; or

(B) Ground for Immediate Termination;

in each case:

(I) which has not been remedied within the applicable remedy period (if any) under the DBFM Agreement;

(II) other than in consequence of any breach of any obligation of Issuer under the DBFM Agreement or under the EPC Contract; and

(III) which relates to an obligation which falls within the scope of the EPC Contractor’s obligations, risks and liabilities as clarified in Clause 2 (Obligations of the EPC Contractor) of the EPC Contract.

(b) EPC Contractor Default shall not include:

(i) a breach as stipulated in paragraph (a)(i) above and the occurrence of any of the cases as described in paragraph (a)(ii) above, to the extent this breach or occurrence is caused by an action or inaction of or on behalf of Issuer by a person whose actions are not attributable to or cannot be attributed to the EPC Contractor (an action or inaction of the EPC Contractor’s representative or of a subcontractor of the EPC Contractor is in all cases attributed to the EPC Contractor); and

(ii) for the avoidance of doubt, the occurrence of any of the cases as described in paragraph (a)(ii)(B) above, to the extent such occurrence cannot be attributed to the EPC Contractor.

EPC Direct Agreement means the EPC direct agreement dated on or about the Issue Date between the Issuer, the EPC Contractor, the Security Trustee and the step-in entity.

EPC Long Stop Date means the date 6 months after the Scheduled Completion Date.

End Date means the date thirty (30) years after the Availability Date.

Financial Close means the latest of (i) the date of issuance of the Bonds and (ii) the signing of the PBCE Letter of Credit.

Financing Agreements means:

a) all agreements, debt instruments or other arrangements under which credit facilities (including guarantee facilities and letters of credit) are granted directly or indirectly for the financing of the Works, including one or more bond issues and including the PBCE Documents;

b) other agreements, debt instruments, fee letters or arrangements showing that monies are (potentially) owed (including rating agency fees and agency fees) in relation to the financing of the Works;

c) instruments to hedge interest-rate risk, currency risk, inflation risk and other derivatives (or related options) concluded or taken out in relation to (the financing of) the Works;

d) arrangements relating to (a) and (b), including intercreditor agreements, security, guarantees and monoline wraps; and

e) letters of credit issued in connection with the Works,

but excluding subordinated loans provided to the Issuer by its shareholders.

Force Majeure Event means the situation in which it is inevitable that a party will be unable to fulfil its obligations pursuant to the DBFM Agreement, or can only fulfil its obligations at a substantially increased cost, provided that this is the consequence of one or more of the following events or circumstances, which, with the exception of ( h), are presumed to be unforeseeable and insurmountable for the Party that invokes them:

(a) attacks and terrorism;

(b) war, civil war, armed conflict, hostile acts, attacks, terrorist acts, rebellion, revolution or revolt in Belgium;

(c) nuclear explosion, ionising radiation or radioactive, chemical or biological contamination insofar as this occurs after the Contract Date and is not caused by the Issuer;

(d) plane accidents, a blast as a result of supersonic aircraft or detonation of explosive material;

(e) natural disasters provided that these are recognised by the competent authorities; by way of example, this might include a tsunami, hurricane, typhoon, earthquake, tidal wave, volcanic eruption, earth tremor or flood;

(f) national strikes;

(g) fire or explosions insofar as the Issuer reasonably demonstrates that these were reprehensible to the Issuer or its assistants; or

(h) other exceptional circumstances as a result of which a Party cannot fulfil its obligations pursuant to the DBFM Agreement, or can only fulfil its obligations at a Substantially Increased Cost, provided that the following cumulative criteria are satisfied:

(i) they could not have been foreseen when the DBFM Agreement was concluded or during its performance and were unavoidable; and

(ii) the invoking party shows that it has made every endeavour to remedy or obviate the unforeseen, exceptional circumstances; and

(iii) they do not constitute a Delay Event, Postponed Completion Event or Compensation Event; and

(iv) the substantially increased cost is not the consequence of an abnormal increase in the price of commodities, construction materials and services connected with the Works.

Ground for Immediate Termination means one of the following events or circumstances, provided that it does not result from an Issuer Default or a Force Majeure Event:

(a) the Commencement Guarantee is not issued in accordance with the DBFM Agreement;

(b) the Hand-back Bank Guarantee and, if appropriate, the Supplementary Bank Guarantee, are not issued in accordance with the DBFM Agreement;

(c) the Availability Certificate is not issued (or it is clear that the Availability Certificate will not be issued) in accordance with the DBFM Agreement within 365 calendar days of the Scheduled Availability Date;

(d) the Completion Certificate is not issued (or it is clear that this Completion Certificate will not be issued) in accordance with the DBFM Agreement within 365 calendar days of the Scheduled Completion Date;

(e) the Issuer is acting in breach of the provision(s) of paragraphs (a),(b) or (c) of article 18.2 of the DBFM Agreement;

(f) the Issuer is in default, under paragraph 5e) of the DBFM Agreement, of the burden of proof as regards the Third-party Intellectual Property which it uses;

(g) the Issuer voluntarily halts the performance of all or virtually all of the Works for a period of 30 consecutive Business Days, unless this is provided for in a Project Schedule submitted by the Issuer to the Authority beforehand;

(h) more than 100 Penalty Points (PPs) are awarded in a period of two consecutive Quarters;

(i) a payment obligation of the Issuer pursuant to a Financing Agreement is called in early based on the grounds for early repayment set out in the Financing Agreement concerned (other than in the event of Refinancing); or,

(j) the Issuer (or a person who has issued a guarantee):

(i) files for voluntary bankruptcy or is declared bankrupt; or,

(ii) is dissolved or placed into liquidation; or

(k) if the person that has issued a Guarantee is in one of the situations referred to in (j)(i) and (j)(ii): the Issuer has not submitted a replacement Guarantee in writing within two months of the situations referred to in (j)(i) and (j)(ii) arising; or

(j) the total of third-party claims vis-à-vis the Authority pursuant to Article 12.2 (a), (i), (iii), (iv), (v), and (vi) of the DBFM Agreement (Indemnification by the Issuer) where the Authority, pursuant to the limitation of the indemnification pursuant to Article 12.2 (c) of the DBFM Agreement cannot rely on its indemnification obligation, exceeds €10,000,000. For the determination of this amount, claims that are entirely covered by an insurance, will not be taken into account.

Gross Availability Payment (GAP) means Bruto Beschikbaarheidsvergoeding as defined in the DBFM Agreement and means to X% of €12,630,000.00 per quarter.

(a) where X% is equal to:

(i) 90% from the Availability Date; and

(ii) 100% from the Completion Date.

(b) For the Quarter in which the Availability Certificate or Completion Certificate is issued, the Gross Availability Payment is calculated on a pro rata, based on the number of days.

(c) The Gross Availability Payment may be adjusted on the basis of Appendix 9 (Compensation in the case of a Supervening Event).

Hand-Back means the date on which the Hand-back Certificate is obtained by the Issuer.

Hand-back Requirements means the requirements specified under ‘Hand-back Requirements’ in Appendix 7 of the DBFM Agreement.

Incident Management means all the measures geared towards freeing up traffic as soon as possible after an Incident, taking account of road safety, protecting the interests of any victims and damage management, except for the tasks and obligations explicitly assigned to the Issuer in Appendix 7 (Technical Specifications) or elsewhere in the DBFM Agreement.

Infrastructure means the components set out in Clause 2.5 of Appendix 7 (Technical Specifications) of the DBFM Agreement.

Intellectual Property Right means Intellectuele Eigendomsrechten as defined in the DBFM Agreement and meaning all present and future intellectual property rights, in the widest sense (including, but not restricted to: copyright, patents, rights in the trademark, rights in the design, domain names, database rights and know-how) that have arisen or shall arise

in connection with the Design Documents, the works contained therein and the works arising therefrom or from the DBFM Agreement.

Key Milestone means a milestone regarding the Works stipulated in the Key Milestone Program.

Key Milestone Program means the programme attached as part of Annex 2 (Construction Programme) of the EPC Contract.

Lane Closure (Traffic Lane Closure) means a Closure or Permitted Width Restriction constitutes a Traffic Lane Closure, unless:

(a) it is the consequence of a Compensation Event, Force Majeure Event, Delay Event, Postponed Completion Event or a ban on performing maintenance and provided that repair works commence within 24 hours of the event in question and the duration of the Closure or Permitted Width Restriction remains within a time that is reasonable for repairs;

(b) it is the consequence of a traffic measure implemented by or on the instructions of the Authority or another competent authority (provided that this measure was not the direct result of a default attributable to the Issuer or a Special Traffic Measure); or

(c) it is a consequence of Incident Management (provided that the incident was not the direct result of a default attributable to the Issuer) or Special Transport by or on behalf of a competent authority.

The Traffic Lane Closure starts from the place where the Infrastructure no longer has fully operational traffic lanes and/or hard shoulders and ends where the traffic lanes and/or hard shoulder are again available.

Lane Rental (LR) means a Lane Rental (LR) relating to a Traffic Lane Closure is equal to the sum of the Availability Values (AV) of each hour (or part thereof) during the Traffic Lane Closure.

LR = ∑ (hour x AV)

In the event of part of an hour, the Lane Rental (LR) for that time shall be determined proportionally and rounded up for each quarter of an hour started.

Law and Regulations means all applicable provisions set out in:

(a) a legal provision (including laws in the official sense, regional or local legislation, and provisions of international or EU law) or provision contained in another rule of general application or in a Permit or decree (including an order, instruction, directive and request) from any municipal, provincial, state, national, supranational or inter-governmental public body or institution (including a management, supervisory or policy-making body); or

(b) a Relevant Policy Rule.

Liquidated Damages Cap has the meaning given to it in paragraph (c) of Sub-Clause 14.2 (Limitation of liability) of the EPC Contract.

Net Availability Payment means the Net Availability Payment (NAP) is equal to the Gross Availability Payment (GAP) minus the Availability Adjustment (AA) and minus the Performance Discount (PD) plus the Energy Efficiency Bonus (EEB).

NAP = GAP - AA – PD + EEB

Maintenance Contract means the maintenance contract dated on or around the Issue Date between the Issuer and the MTC Contractor.

MTC Contractor means THV MTC Via Brugge, an unincorporated joint venture consisting of NV Ondernemingen Jan De Nul, NV Algemene Aannemingen Van Laere, NV ASWEBO, NV ACLAGRO and NV Franki Construct, the sole purpose of which is to maintain the Project and any replacement or substitute for any of them as permitted in accordance with the Finance Documents.

MTC Direct Agreement means the maintenance direct agreement dated on or about the Issue Date between the Issuer, the MTC Contractor, the Security Trustee and the step-in entity.

Notification (Notice) of Restructuring means a notice (in accordance with the model included in Appendix 2 of the Authority Direct Agreement) concerning the intention to carry out a Restructuring.

Original Financial Model means the financial model certified as such by the Parties on the Contract Date to be filled in on Financial Close in accordance with Appendix 19 (Instructions for Adjustment to the Financial Model).

Penalty Points means penalty points granted by the Authority in accordance with Part 3 of Appendix 2 of the DBFM Agreement.

Performance Discount means the Performance Discount (PD) is equal to €5,000 multiplied by the Penalty Points (PPs) awarded.

Permit means a permit, authorisation, order, instruction, permission, release or other form of assistance from a government or a government supervisory body that is required pursuant to the Law and Regulations for the performance of the Works.

Postponed Completion Event means a circumstance as defined in the definition of Delay Event, or event referred to in the definition of a Delay Event, that occurs after the Availability Date and results in a Critical completion delay which, except for the situation referred to in (a) of the definition of a Delay Event, is not the consequence of a DBFM Co (Issuer) Default.

Project means all the activities and agreements relating to the design, construction and financing of the Road and maintenance thereof for a period of thirty (30) years in accordance with the provisions of the DBFM Agreement.

Quarter means a three-month period from 1 January to 31 March, from 1 April to 30 June, from 1 July to 30 September and from 1 October to 31 December.

Refinancing means a change in (the amount or time of) the Issuer's payment obligations pursuant to an existing Financing Agreement, changes which alter the payment obligations of the Contractor, or the conclusion of a new Financing Agreement, excluding:

(a) the obtaining of additional financing required as a result of a Compensation Event;

(b) putting an existing Financing Agreement out to syndication; and

(c) transfer of a Bond by a Bond Holder.

Relevant Policy Rule means Beleidsregels and is defined in the DBFM Agreement as the rules referred to in Appendix 7 (Technical Specifications) and which do not fall under section (a) of the definition of Law and Regulations.

Restructuring means decision by the Security Agent, at any time during the Step-In Period,

(a) to transfer the Issuer’s rights and obligations under the DBFM Agreement (or have them transferred) to a Suitable Substitute Contractor by means of novation; and/or

(b) to implement changes in the contractual structure and/or the company structure and/or the management structure and/or the control structure of and/or the Issuer (including changes and/or termination of Financing Agreements and/or contracts with subcontractors).

Road means the combination, firstly, of the Infrastructure and, secondly, of the Third Party Infrastructure components up to the date of provisional acceptance.

Scheduled Availability Date means the Date on which the Availability Certificate is scheduled to be issued, namely 5 September 2017.

Scheduled Completion Date means the Date on which the Completion Certificate is scheduled to be issued, namely 5 September 2017.

Security Trustee means the legal person which holds the security rights for the benefit of the Financiers.

Special Circumstances (Supervening Event) means a Force Majeure Event, Compensation Event, Delay Event or Postponed Completion Event.

Substantially Increased Costs means €100,000.

Third Party Infrastructure Components means the components set out in C.7.2. (Infrastructure) of Annex C.7.2 of Part 1 Specifications Authority of Appendix 7 of the DBFM Agreement and which do not form part of the Infrastructure. A Third Party Infrastructure Component is a clearly delineated and separate whole.

Traffic Lane Closure means a Closure or Permitted Width Restriction constitutes a Traffic Lane Closure, unless:

(a) it is the consequence of a Compensation Event, Force Majeure Event, Delay Event, Postponed Completion Event or a ban on performing maintenance and provided that repair works commence within 24 hours of the event in question and the duration of the Closure or Permitted Width Restriction remains within a time that is reasonable for repairs;

(b) it is the consequence of a traffic measure implemented by or on the instructions of the Authority or another competent authority (provided that this measure was not the direct result of a default attributable to the Issuer or a Special Traffic Measure); or

(c) it is a consequence of Incident Management (provided that the incident was not the direct result of a default attributable to the Issuer) or Special Transport by or on behalf of a competent authority.

Traffic Lane Closure starts from the place where the Infrastructure no longer has fully operational traffic lanes and/or hard shoulders and ends where the traffic lanes and/or hard shoulder are again available.

Vandalism means Damage, other than damage caused by an Incident, deliberately caused by third parties to the Road that results in the Issuer not satisfying, or no longer being able to satisfy, the Availability Period Requirements, Completion Requirements or Hand-back Requirements.

Works means the works that the Issuer must undertake and the services it must provide pursuant to the DBFM Agreement.

DESCRIPTION OF THE FINANCE DOCUMENTS

The following is a summary of certain provisions of the Finance Documents and is qualified in its entirety by reference to the detailed provisions of the Finance Documents.

COMMON TERMS AGREEMENT

General

The Issuer, the PBCE Provider, the Project Agent, the Security Trustee, the Bond Trustee, Account Operator and the Account Bank will on or before the Issue Date enter into the Common Terms Agreement. The Common Terms Agreement will set out the representations, warranties and covenants that the Issuer will give to the Secured Creditors. The Common Terms Agreement will also contain (i) provisions relating to the application of the proceeds of the Bonds and amounts drawn under the PBCE Letter of Credit, (ii) the provision of financial and other information, (iii) the Events of Default, and (iv) the cash management provisions with respect to the Accounts.

Financial and other information

The Issuer will undertake, for the benefit of each Secured Creditor, for so long as any amount is outstanding under the Finance Documents, to supply and deliver (or procure the supply and delivery of) certain financial and other information to the Secured Creditors: In particular the Issuer shall:

(a) supply its audited Financial Statements for the preceding financial year together with the related accountants report and audit opinion within 90 days after the end of its financial year; and the Issuer shall supply its unaudited Financial Statements within 45 days after the end of its financial half year;

(b) use reasonable endeavours to ensure that each other Material Project Party delivers their respective audited financial statements and unaudited interim half year financial statements;

(c) deliver on each Test Date, a Compliance Certificate confirming (i) the Financial Ratio levels at that Test Date; and (ii) that no Default has occurred or details of any Default that has occurred and is continuing and those steps that are being taken to remedy such Default; and

(d) deliver the Periodic Report (quarterly during the Construction Phase and semi annually during the Operating Phase).

During the Operating Phase, the Issuer shall deliver to the Project Agent, the PBCE Provider and the Technical Adviser an Operating Financial Model with each Periodic Report.

The Common Terms Agreement will also require the management of the Issuer to attend Investor Meetings with the Secured Creditors to be held once a year at a time that the Issuer shall notify to the Secured Creditors through publication of a notice in writing on the Designated Website and delivery of such notice to the Bond Trustee, the Security Trustee and the PBCE Provider. The Investor Meetings may take place physically in either Belgium or London or by conference call at the option of the Issuer.

The Common Terms Agreement will require the Issuer to supply to the PBCE Provider and the Project Agent:

(a) copies of all documents dispatched by the Issuer to its shareholders or creditors;

(b) the details of any dispute, litigation, arbitration, expert determination or administrative proceedings which are current, threatened or pending against it or against a counterparty to a Transaction Document in connection with the Project, which is reasonably likely to be adversely determined and which, if adversely determined either individually or taken as a whole, are reasonably likely to have a Material Adverse Effect

(c) such information as the PBCE Provider or the Project Agent may reasonably require about the Transaction Security and compliance of the Issuer with the terms of the Security Documents;

(d) such further information regarding its financial condition or performance, assets and operations as the PBCE Provider or the Project Agent may reasonably request; and

(e) copies of all Project Permits not provided on or before the Issue Date.

The Issuer will also be required to notify the PBCE Provider and the Project Agent in writing of any Default and other similar event which is reasonably likely to have a Material Adverse Effect, including:

(a) any event which is likely to lead to a material claim under the Insurances;

(b) any occurrence of a Force Majeure Event, or any Supervening Event;

(c) any disputes or proceedings relating to the revoking, modifying or withholding of any Authorisation, which is reasonably likely to be adversely determined;

(d) any event which is likely to significantly interrupt construction, operation or maintenance of the Road; and

(e) any Relevant Change in Law,

and the notice shall state the effects of such an event and any action being undertaken to mitigate or remedy such event.

Project Reports

The Issuer shall provide reports to the Technical Adviser, which will include, inter alia, a Construction Progress Report and an Operating Report.

Construction Progress Report means a construction progress report prepared by the Issuer and delivered to the Technical Adviser pursuant to Clause 5.1 (Construction Progress Report) of the Common Terms Agreement.

The Issuer shall provide the Technical Adviser with all such further information as it reasonably requires to satisfy itself as to the accuracy of any Project Report.

Project Budgets

If the Issuer proposes to make any changes to the Construction Budget or the Technical Adviser draws to the attention of the Issuer that the current Construction Budget does not reflect the correct timing of payments, amount of payment or progress of the construction to date, the Issuer shall deliver to the Project Agent, the PBCE Provider and the Technical Adviser an updated Construction Budget no later than 20 Business Days following the Issuer receiving notification from the Technical Adviser.

The Issuer shall deliver any proposed or revised Construction Budget to the Technical Adviser no fewer than 10 Business Days prior to the date of delivery to the Project Agent.

The Issuer shall deliver to the Technical Adviser, the Project Agent and the PBCE Provider with each Periodic Report to be delivered on or before 30 June in each year, its proposed Operating Budget for the next Operating Year. Upon the Project Agent approving such revised Operating Budget or an Expert making a determination in connection with the revised Operating Budget, the Issuer will revise the then current Operating Financial Model to reflect the revised Operating Budget.

Designated Website

The Common Terms Agreement requires the Issuer to ensure that all Designated Information required to be provided under the Common Terms Agreement is delivered to the Project Agent and the Issuer shall direct the Project Agent to post such information on the Designated Website.

Representations and warranties

On the Issue Date, the Issuer will make certain representations and warranties to each Secured Creditor (subject, in certain cases, to agreed exceptions and qualifications as to materiality and matters of law) including as to:

(a) its corporate status, power and authority and certain other legal matters;

(b) the enforceability of the Transaction Documents;

(c) non-conflict with any law or regulation; constitutional documents, and any agreement or instrument binding upon it or any of its assets;

(d) all Authorisations having been obtained and no steps having been taken to revoke or cancel any Authorisation (where Authorisations means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration);

(e) no corporate or legal action in relation to its insolvency or any creditors process having been made or threatened in relation to the Issuer or any Material Project Party;

(f) no Default, and no Force Majeure or Delay Event;

(g) the accuracy of all factual information as at the date it was provided and all opinions being fair and based on reasonable grounds;

(h) no litigation, administrative proceedings or investigations of any court, or agency or any current labour disputes which is reasonably likely to have a Material Adverse Effect;

(i) no breach of any law or regulation which is reasonably likely to have a Material Adverse Effect;

(j) status of security;

(k) it is the sole legal and beneficial owner of the respective assets over which it purports to grant Transaction Security;

(l) matters relating to its shareholding and corporate structure; and

(m) no other business or liabilities.

In addition, the Issuer shall repeat certain of the representations on each date on which a Compliance Certificate is delivered provided that, the Issuer shall be entitled to make written disclosure against such repeating representations.

Undertakings

The Common Terms Agreement will contain certain undertakings from the Issuer in favour of the Secured Creditors. A summary of certain of the undertakings is set out below.

(a) Authorisations – The Issuer shall obtain and maintain any Authorisation required to: (i) enable it to execute the Transaction Documents and to perform its obligations and exercise its rights thereunder, where failure to do so could have a Material Adverse Effect and (ii) carry on its business in the manner contemplated in the DBFM Agreement and the Common Terms Agreement.

(b) Non-Conflict - The Issuer shall comply in all material respects with all laws to which it may be subject and it shall procure that the entry into and performance by it of the Transaction Documents do not and will not conflict with: (i) any law or regulation; (ii) its constitutional documents; or (iii) any agreement or instrument binding upon it or any of its assets.

(c) Compliance with obligations - The Issuer shall perform all of its material obligations under and comply in all material respects with the terms of each Project Document to which it is a party.

(d) Environmental laws and claims - The Issuer shall (i) implement and operate the Project in compliance with all Environmental Laws; (ii) obtain and maintain and comply with requisite Environmental Permits; (iii) comply with any Environmental Approvals required in connection with the Project; and (iv) inform the Project Agent and the PBCE Provider of any Environmental Claim.

(e) Taxation - The Issuer shall pay and discharge all Taxes imposed upon it or its assets subject to certain exceptions.

(f) Pari passu ranking - The Issuer shall ensure that any claims of a Secured Creditor against it under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors except those creditors whose claims are mandatorily preferred by law.

(g) Project Documents - The Issuer shall take all steps necessary to maintain and enforce all its rights with respect to the Project Documents.

(h) Share capital and other matters - The Issuer shall not: (i) issue any shares or grant any option to purchase, or right to call for the issue or allotment of, any share or loan capital of the Issuer other than, in each case, (A) as contemplated in the Equity Documents and/or (B) in order to cure any Funding Shortfall; (ii) alter any rights attaching to its shares; or (iii) change its constitutional documents (other than in any immaterial manner).

(i) Reinstatement - If any event occurs, which results in physical damage or loss to the Road, the Issuer may withdraw amounts standing to the credit of the Insurance Proceeds Account to the extent necessary to restore or repair the Road provided that such amounts relate to the event insured and are used to restore or repair the Road and subject to certain restrictions. At any time when an Event of Default has occurred and is continuing, no amount shall be eligible for withdrawal without the written consent of the Security Trustee.

The Issuer shall promptly provide to the Project Agent and the PBCE Provider copies of all information submitted to the Authority and the contractor performing Reinstatement Works. If such Reinstatement Plan is approved by an Expert the Issuer shall provide to the Project Agent (i) monthly updates of the progress made with the Reinstatement Works, (ii) invoices for the Reinstatement Works and (iii) details of the possible consequences of the physical damage on the Project.

(j) Intellectual Property Rights - The Issuer shall, in respect of the Intellectual Property Rights which are necessary for the Project (i) preserve and maintain the subsistence and validity of those Intellectual Property Rights and its interest therein (if any); and (ii) use reasonable endeavours to prevent any infringement of those Intellectual Property Rights.

(k) Project Accounts - The Issuer shall ensure that all its bank accounts shall be opened and maintained with the Account Bank. The Issuer shall at all times comply with the cash management provisions of the Common Terms Agreement (see “Cash Management” below).

(l) Maintenance - The Issuer shall:

(i) procure that the Road is operated and maintained in accordance with: (A) Good Industry Practice to the extent required by the DBFM Agreement; (B) any conditions to the MTC Contractor’s warranties; (C) the terms of the Maintenance Contract, the DBFM Agreement and all other relevant Project Documents; (D) the most recent Operating Budget; (E) the Transaction Documents and within the relevant Project Budget and (F) any requirements of the Insurances;

(ii) ensure that all maintenance is carried out so as to cause minimum disruption to the operation of the Road.

The Issuer shall not terminate the appointment of any MTC Contractor unless a replacement MTC Contractor has been appointed whose identity and terms of appointment are acceptable to the Security Trustee.

(m) Construction - The Issuer shall procure that the Project is carried out in accordance with (i) the EPC Contract, DBFM Agreement and all other relevant Project Documents and (ii) Good Industry Practice and the Technical Specifications.

The Issuer shall not deviate in any material respect from the agreed construction plans, specifications and designs for the Project (other than as permitted pursuant to the Transaction Documents).

(n) Delay - Following the occurrence of a delay or a projected delay to achieving a Key Milestone by more than 10 days the Issuer shall: (i) inform the Project Agent and the PBCE Provider of any such delay; and (ii) prepare and submit to the Technical Adviser, the Project Agent and the PBCE Provider a remedial plan for remedy of such delay.

If the Issuer and the Project Agent are unable to agree on the form of the remedial plan the Project Agent shall refer the same for determination by the Expert.

(o) Final Completion - The Issuer shall not agree that Completion or Acceptance has occurred under the DBFM Agreement unless the Technical Adviser has confirmed that Completion or Acceptance, as the case may be, has occurred.

(p) Letter of credit and bonds - The Issuer shall, should an issuer of a letter of credit, bank guarantee, advance payment, retention money, performance or defects liability bond issued in support of the obligations of the EPC Contractor under the EPC Contract, any Shareholder under the Shareholder Loan Agreements or the MTC

Contractor under the Maintenance Contract, have its long term credit rating with any Rating Agency then rating the Bonds downgraded below A3/A- respectively promptly procure that such letter of credit, bank guarantee, advance payment, retention, defects liability or performance bond is replaced with a letter of credit, bank guarantee, advance payment, retention, defects liability or performance bond issued by a financial institution with a credit rating of A3/A- or higher from any Rating Agency then rating the Bonds.

(q) Auditors - The Issuer may only replace its auditors with one of a prescribed list of auditors, except with the prior written consent of the Security Trustee and the PBCE Provider.

(r) Centre of Main Interests - The Issuer shall maintain its centre of main interests for the purpose of Council Regulation (EC) No. 1346/2000 in Belgium and must ensure that it does not have an establishment for the purposes of Council Regulation (EC) No. 1346/2000 in any jurisdiction other than Belgium.

(s) Access - The Issuer shall:

(i) permit representatives of the Secured Creditors and each External Adviser to inspect all facilities, plant and equipment forming part of the Project: (A) at all reasonable times with at least 24 hours notice; or (B) if a Default has occurred at such times as any of such persons may request;

(ii) permit representatives of the Security Trustee, the Bond Trustee, the PBCE Provider or the Project Agent and each External Adviser free access to the books and records of the Issuer and to those employees of the Issuer who may have relevant knowledge: (A) at all reasonable times and on reasonable notice, or (B) if a Default has occurred and has not been remedied at, such times as any of such persons may request; and

(iii) permit representatives of the Security Trustee, the Bond Trustee, the PBCE Provider or the Project Agent and each External Adviser to meet and discuss matters with the senior management of the Issuer: (A) at all reasonable times and on reasonable notice; and (B) if a Default has occurred that has not been remedied at such times as any of such persons may request.

(t) PBCE Reserve Account - The Issuer shall, on any Payment Date from (and including) the 20th anniversary of the Issue Date, if the BLCR on such Payment Date is equal to or greater than 1.20:1 and equal to or lower than 1.23:1 (the PBCE Reserve Condition), transfer to the PBCE Reserve Account from the Proceeds Account the PBCE Reserve Amount up to the PBCE Reserve Account Maximum Balance.

The Issuer shall be entitled to release all amounts standing to the credit of the PBCE Reserve Account to the Distributions Account within 10 Business Days of any Compliance Certificate with respect to a Test Date being agreed in accordance with the Common Terms Agreement provided that the BLCR was above 1.23:1 on both that Test Date and the immediately preceding Test Date.

(u) Negative pledge - Except for Permitted Security Interests, the Issuer shall not create or permit to subsist any Security Interest over any of its present or future assets.

The Issuer shall not create or permit to subsist any Quasi-Security over any of its present or future assets in circumstances where the arrangement is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

(v) Disposals - Except for Permitted Disposals, the Issuer shall not enter into any transaction to sell, lease, transfer or otherwise dispose of any asset.

(w) Mergers and other arrangements - The Issuer shall not enter into any amalgamation, demerger, merger, consolidation or corporate reconstruction.

Other than Distributions permitted under the Common Terms Agreement (see “Cash Management” below), the Issuer shall not enter into any arrangement or contract pursuant to which any part of its income or profits may be shared with any other person.

(x) Business - It shall not engage in any activity other than: (i) the Project in the manner contemplated in the Transaction Documents and (ii) acting as the issuer of the Bonds and the PP Notes as contemplated by the Finance Documents. The Issuer shall not enter into any agreement other than those expressly permitted by the Transaction Documents.

(y) Acquisitions and investments - Except as permitted under the Transaction Documents, the Issuer shall not: (i) invest in any interest of any company; (ii) invest in any assets which are not necessary for the Project; or (iii) incorporate a company. This does not apply to any Authorised Investment.

(z) Loans or credit - Except as expressly permitted under any Finance Document or the DBFM Agreement, the Issuer shall not be a creditor in respect of any Financial Indebtedness.

(aa) No Guarantees or indemnity – The Issuer shall not guarantee or indemnify any obligation of any other person except as expressly permitted under or pursuant to the Finance Documents.

(bb) Distributions - The Issuer shall not make a Distribution other than from amounts standing to the credit of the Distribution Account. No amounts may be transferred to the Distribution Account unless the Distribution Conditions are, at the time of such Distribution, satisfied.

(cc) Financial Indebtedness - Except for Permitted Indebtedness, the Issuer shall not incur or allow to remain outstanding any Financial Indebtedness.

(dd) Project Budget - The Issuer shall not incur any liability, other than: (i) as contemplated in the Transaction Documents and are within the relevant Project Budget or consented to in writing by the Security Trustee; and (ii) third party liability funded from the Insurance Proceeds.

(ee) Transaction Document Amendments - The Issuer shall not amend, vary, supplement, supersede, cancel, rescind, repudiate (or evidence an intention to do so), waive or terminate any term of a Transaction Document otherwise than as permitted under any Transaction Document.

(ff) Derivative Transactions – The Issuer shall not enter into any derivative transaction without the prior written consent of the Security Trustee and the PBCE Provider.

Financial Covenants

On each Test Date, the Issuer shall calculate the Historic DSCR, the Projected DSCR, the PBCE Rebalancing Historic DSCR, the BLCR and the PBCE PLCR.

Events of Default

The Common Terms Agreement will contain the Events of Default with respect to the Issuer (which are summarised below). Each event is an independent Event of Default and can arise irrespective of the occurrence or non-occurrence of any other Event of Default.

(a) Non-payment

The Issuer does not pay on the due date any amount payable pursuant to a Finance Document at the place at and in the currency in which it is expressed to be payable.

(b) Financial Ratios

(i) The Historic DSCR is less than or equal to 1.05:1 in respect of the most recent Test Date; and

(ii) The Projected DSCR is less than or equal to 1.05:1, in respect of the most recent Test Date.

(c) Other obligations

(i) The Issuer fails to comply with any covenant or undertaking applicable to it under the Finance Documents provided that no Event of Default will occur if the failure to comply is capable of remedy and is remedied to the satisfaction of the Security Trustee within 30 days of the Issuer being notified of the breach or the Issuer becoming aware of its failure to comply.

(ii) Any Shareholder fails to comply with any covenants or undertakings applicable to it under any Transaction Document provided that no Event of Default will occur if the failure to comply is capable of remedy and is remedied to the satisfaction of the Security Trustee within 30 days of any Shareholder being notified of the breach or a Shareholder becoming aware of its failure to comply.

(d) Representations

(i) Any representation or warranty made by the Issuer pursuant to the Common Terms Agreement (see “Representations and warranties” above) is or proves to have been incorrect or misleading in any respect when made or repeated by reference to the facts and circumstances when made or repeated.

(ii) Any representation or statement made by the Issuer in the Finance Documents is or proves to have been incorrect or misleading in any material respect when made by reference to the facts and circumstances when made.

(iii) No Event of Default under paragraphs (i) or (ii) above will occur if the circumstances giving rise to such representation being incorrect are remedied to the satisfaction of the Security Trustee within 30 Business Days of any Secured Creditor giving notice to the Issuer or the Issuer becoming aware of the failure to comply.

(e) Cross default in relation to a Material Project Party

(i) Subject to paragraphs (ii) to and (iii) below and (x) (Material Project Party Defaults):

(A) any Financial Indebtedness of any Material Project Party is not paid when due (including, after the expiry of any applicable grace period);

(B) any Financial Indebtedness of any Material Project Party is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described);

(C) any commitment for any Financial Indebtedness of any Material Project Party is cancelled or suspended by a creditor of any Material Project Party as a result of an event of default (however described); or

(D) any creditor of any Material Project Party becomes entitled to declare any Financial Indebtedness of any Material Project Party due and payable prior to its specified maturity as a result of an event of default (however described).

and in the case of a cross default by a Material Project Party other than the Issuer, it has or is reasonably likely to have a Material Adverse Effect.

(ii) No Event of Default will occur under this Event of Default if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within paragraph (i) above is less than €10 million in the case of each of any Material Project Party other than the Issuer (or, in each case, the equivalent thereof in any other currency or currencies).

(iii) This Event of Default shall not apply to any Material Project Party that has fully discharged all of its obligations and liabilities under the Project Documents to the satisfaction of the Security Trustee.

(f) Insolvency

(i) A Material Project Party is unable or admits inability to pay its debts as they fall due or is deemed to or declared to be unable to pay its debts or insolvent under applicable law, suspends or threatens to suspend making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness.

(ii) A moratorium is declared in respect of any indebtedness of any Material Project Party. If a moratorium occurs, the ending of the moratorium will not remedy any Event of Default caused by that moratorium.

(iii) This Event of Default shall not apply to any Material Project Party that has fully discharged all of its obligations and liabilities under the Transaction Documents to the satisfaction of the Security Trustee and shall be subject to (x) (Material Project Party Defaults).

(g) Insolvency proceedings

(i) Any corporate action, legal proceedings or other procedure or step is taken in relation to:

(A) the bankruptcy, liquidation or final solvent dissolution of any Material Project Party;

(B) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Material Project Party other than a solvent liquidation or reorganisation of any Material Project Party other than the Issuer;

(C) a composition, compromise, assignment or arrangement for the creditors generally of any Material Project Party;

(D) the appointment of a liquidator (other than in respect of a solvent liquidation of a Material Project Party other than the Issuer), receiver, administrator, administrative receiver, compulsory manager or other similar officer in respect of any Material Project Party or any of its assets; or

(E) enforcement of any Security over any assets of any Material Project Party in respect of liabilities exceeding €10,000,000 (which amount shall apply to each Material Project Party other than the Issuer),

or any analogous procedure or step is taken in any jurisdiction.

(ii) Paragraph (i) above shall not apply to any liquidation or winding-up petition which the Security Trustee is satisfied results from frivolous or vexatious proceedings which are discharged within 30 days of being commenced.

(iii) This Event of Default shall not apply to any Material Project Party that has fully discharged all of its obligations and liabilities under the Project Documents to the satisfaction of the Security Trustee and shall be subject to (x) (Material Project Party Defaults).

(h) Creditors’ process

(i) Any expropriation, attachment, sequestration, distress or execution or any analogous process in any jurisdiction affects any asset or assets of a Material Project Party the value of which equals or exceeds €10,000,000 (which amount shall apply to each Material Project Party other than the Issuer) and which has or is reasonably likely to have a Material Adverse Effect.

(ii) This Event of Default shall not apply to any Material Project Party that has fully discharged all of its obligations and liabilities under the Transaction Documents to the satisfaction of the Security Trustee and shall be subject to (x) (Material Project Party Defaults).

(i) Security - Any Security Document is not in full force and effect or does not create in favour of the Security Trustee for the benefit of the Secured Creditors the Security which it is expressed to create with the ranking and priority it is expressed to have.

(j) Unlawfulness and invalidity

(i) It is or becomes unlawful for any Material Project Party or the Authority to perform any of its obligations under the Transaction Documents provided that such unlawfulness has or is reasonably likely to have a Material Adverse Effect.

(ii) Any material obligation or obligations of any Material Project Party or the Authority under any Transaction Documents are not (subject to the Legal Reservations) or cease to be legal, valid, binding or enforceable against the relevant Material Project Party.

(k) Transaction Documents

(i) The DBFM Agreement becomes capable of being terminated or any party to the DBFM Agreement issues a notice of termination of the DBFM Agreement in each case otherwise than by reason of (i) full

performance of such document (ii) expiry of its term or (iii) as consented to in writing by the Security Trustee.

(ii) Any party to a Transaction Document (other than a Secured Creditor) is entitled to claim immunity from suit, execution, attachment or other legal process in any proceedings taken in the relevant state in relation to or in connection with the relevant Transaction Document..

(l) Cessation of business – The Issuer suspends or ceases to carry on (or threatens in a written communication to suspend or cease to carry on) all or a material part of its business other than any suspension in respect of (and to the extent caused by) the occurrence of a Force Majeure Event or any Supervening Event.

(m) Availability and Completion

(i) The Availability Certificate is not issued by the date falling 9 months after the Scheduled Availability Date.

(ii) The Completion Certificate is not issued by 9 months after the Scheduled Completion Date.

(iii) The EPC Contractor fails to:

(A) achieve a Key Milestone within 10 calendar days of the date required under the EPC Contract and a remedial plan acceptable to the Project Agent, Technical Adviser and the PBCE Provider has not been agreed or, as applicable, deemed to be agreed within 10 Business Days of such date or, if later, by the date of the decision of the Expert that may be made; or

(B) comply in all material aspects with a remedial plan agreed (or determined) in accordance with paragraph (iii)(A) above.

(n) Abandonment or destruction

(i) The Issuer abandons all or part of the Works.

(ii) All or a material part of the Road is damaged or destroyed and a Reinstatement Plan acceptable to the Security Trustee (after consultation with the Technical Adviser) is not approved, deemed to be approved or determined following a decision of the Expert within the relevant period.

(o) Funding Shortfall - It is determined by the Technical Adviser (upon any request by the Project Agent or the Security Trustee) that a Funding Shortfall exists, unless the Issuer, within 20 Business Days of a notice from the Security Trustee to that effect, satisfies the Security Trustee that a Funding Shortfall did not, or no longer exists.

(p) MRA Required Balance - The balance standing to the credit of the Maintenance Reserve Account is less than the MRA Required Balance.

(q) Expropriation - Any person or Governmental Agency (i) seizes, expropriates, nationalises or compulsorily acquires (whether or not for fair compensation) any material asset of the Issuer or (ii) to the extent such steps would have a Material Adverse Effect, any material asset of any other Material Project Party, and the prior written consent of the Security Trustee and the PBCE Provider has not been obtained.

(r) Change in Law – Any amendment to any applicable legislation occur which has or can reasonably be expected to have a Material Adverse Effect (other than any Relevant Change in Law pursuant to and as defined in the DBFM Agreement).

(s) Insurance

(i) Any Insurance is not maintained by the Issuer in relation to its business and assets in accordance with the terms of the Common Terms Agreement, or ceases to be, in full force and effect, save to the extent that the Authority has assumed the obligation to insure in accordance with the DBFM Agreement.

(ii) If paragraph (i) applies, any such cover procured or provided by the Authority under the DBFM Agreement is not, or ceases to be, in full force and effect.

(iii) Any insurer (including any insurer procured by the Authority under the DBFM Agreement):

(A) is or becomes entitled to avoid or otherwise reduce its liability under any Insurance which is required to be maintained in accordance with the terms of the Common Terms Agreement (including in relation to any insurance procured by the Authority under the DBFM Agreement); or

(B) is or becomes unable to meet its obligations in full under any Insurance which is required to be maintained in accordance with the terms of the Common Terms Agreement (including in relation to any insurance procured by the Authority, under the DBFM Agreement).

(iv) No Event of Default shall occur under paragraphs (i) to (iii) above if the Issuer has entered into replacement Insurances which comply with the requirements of Schedule 2 (Insurance Requirements) of the Common Terms Agreement within 10 Business Days of the occurrence of the relevant event under paragraphs (i) to (iii) above.

(t) Project events

(i) The Works are suspended for a continuous period or periods in aggregate in excess of 30 days beyond what is provided in the Construction Programme, except to the extent that a Reinstatement Plan has been adopted in accordance with the provisions of the Common Terms Agreement.

(ii) The Issuer ceases to have access to the Construction Area or any rights therein, thereover or thereto including, without limitation, easements, rights of way, and rights of ingress and egress (other than minor parts thereof that do not materially adversely affect the construction, operation and maintenance of the Road) at the relevant time to implement the Project in accordance with the Project Documents.

(iii) The Issuer is awarded more than 80 Penalty Points in a period of two consecutive quarters.

(u) Amending constitutional documents - The Issuer amends, varies, supplements, supersedes or waives, in each case in any material respect, or terminates its constitutional documents without the prior written consent of the Security Trustee where this would have a Material Adverse Effect.

(v) Repudiation and rescission of agreements – Subject to paragraph (x) (Material Project Party Defaults) any Material Project Party rescinds in writing or purports to rescind in writing or repudiates or purports to repudiate in writing or evidences in writing an intention to rescind or repudiate a Transaction Document or any of the Transaction Security.

(w) Litigation - Subject to paragraph (x) (Material Project Party Defaults) any litigation, arbitration, administrative, governmental, regulatory or other investigations, proceedings or disputes are commenced in relation to the Transaction Documents or the transactions contemplated in the Transaction Documents or against any Material Project Party or its assets which is (or is reasonably likely to be) adversely determined and if adversely determined is reasonably likely to have a Material Adverse Effect.

(x) Material Project Party Defaults - If any of the events referred to in (e) (Cross default in relation to a Material Project Party), (f) (Insolvency), (g) (Insolvency Proceedings), (h) (Creditors’ process), (v) (Repudiation and rescission of agreement) or (w) (Litigation) occurs in relation to a Material Project Party other than the Issuer (each a Relevant Event), it shall not be an Event of Default if:

(i) within 10 Business Days of the Relevant Event, the Issuer has provided a detailed written proposal to the Project Agent (the Remedial Plan), regarding a substitution of the relevant Material Project Party and/or other remedial measures which it proposes to take to mitigate the Default;

(ii) the Project Agent does not raise any objections to the Remedial Plan within 10 Business Days of receipt, or if any objections are raised, these are agreed between the Issuer and the Project Agent within 5 Business Days of such objection or query being raised, and

(iii) the Issuer complies with the terms of any agreed Remedial Plan.

(y) Failure to deliver Forward Purchase Bonds - The Issuer receives payment for any Forward Purchase Bonds to the Proceeds Account but fails to deliver the relevant Forward Purchase Bonds to the securities account of the Bond Purchaser, Relevant Investor or other purchaser of such Forward Purchase Bonds within 2 Business Days of the relevant Bond Purchase Date, unless the Issuer returns the corresponding payment made by the Bond

Purchaser in full to the cash account of the Bond Purchasers, Relevant Investor or other purchaser of such Forward Purchase Bonds within 2 Business Days of the relevant Bond Purchase Date.

Enforcement

Following the occurrence of an Event of Default which is continuing, the Security Trustee may subject to the provisions of the STID by notice to the Issuer (with a copy to the Bond Trustee, the PBCE Provider and the Project Agent) do all or any of the following:

(a) take any Enforcement Action;

(b) exercise any rights available to it under any Direct Agreement; and/or

(c) direct the Issuer to instruct a suitably qualified firm to undertake a business audit of the Issuer and determine appropriate remedial measures.

Indemnities

The Common Terms Agreement will contain general indemnities to be given by the Issuer to the Secured Creditors against any cost, claim, loss, or liability (together with any VAT thereon), which they may incur as a consequence of (amongst other things): (i) any Event of Default or (ii) any default by the Issuer in the performance of any of its obligations under the Finance Documents.

Cash Management

The Common Terms Agreement will contain provisions which provide for the operation of the Issuer’s Accounts and for Cash Management.

The Issuer will agree to maintain in its name with the Account Bank, the following designated accounts denominated in euro:

(a) the Proceeds Account;

(b) the Insurance Proceeds Account;

(c) the Maintenance Reserve Account;

(d) the Debt Service Reserve Account; and

(e) the Distributions Account.

Proceeds Account

The Issuer will pay into the Proceeds Account: (i) amounts received from the Bond Purchasers on the Issue Date and each Bond Purchase Date, (ii) amounts received from the PP Noteholders on the Issue Date and each PP Note Pay-Up Date; (iii) amounts received in respect of amounts drawndown under the PBCE Letter of Credit in respect of any PBCE Funding Shortfall when the PBCE Longstop Date can be met; and (iv) amounts received from Shareholders pursuant to the Equity Documents.

The Issuer shall also ensure the payment into the Proceeds Account of:

(a) all Project Revenues (other than amounts which are permitted/required to be otherwise applied);

(b) any Insurance Proceeds received for any loss or claim in respect of which a drawing has been made under the PBCE Letter of Credit for a PBCE Funding Shortfall to cover the liability of the Issuer for the relevant loss or claim;

(c) all other amounts received by the Issuer for any reason whatsoever (other than amounts which, in accordance with Schedule 5 of the Common Terms Agreement, are permitted to be otherwise applied or amounts which are required to be paid into the Insurance Proceeds Account).

(d) any amounts which are required to be transferred into the Proceeds Account from other Project Accounts to be applied in Debt Service; and

(e) any Insurance Proceeds which relate to delay in start up, advance loss of profit, or business interruption insurances (as referred to in Schedule 2 of the Common Terms Agreement)

Payments of sums out of the Proceeds Account shall be permitted on any Payment Date (or in respect of (i) below on any date or in respect of item (xi) below within 10 Business Days of a Compliance Certificate being agreed or deemed to be agreed in accordance with the Finance Documents). If the funds in the Proceeds Account are insufficient to meet all payments falling due on such date, they shall be applied towards payments in the following order:

(i) first, to meet Construction Costs, Operating Costs and Issuer Costs falling due at any time;

(ii) second, pro rata and pari passu in discharging any sums owing to the Security Trustee, the Bond Trustee, any receiver or delegate;

(iii) third, pro rata and pari passu toward payments of the fees, costs and expenses of and other amounts due to the Bond Custodian, the Paying Agents, the Project Agent, the Account Bank; and the Accounts Operator and the fees, costs and expenses of the PBCE Provider that are payable by the PBCE Provider to third parties pursuant to the PBCE Agreement;

(iv) fourth: payment of any commitment fees payable to the Bond Purchasers and the PP Noteholders pursuant to the Bond Purchaser Agreement and PP Note Subscription Agreement respectively;

(v) fifth, payments of any interest due or overdue on the Bonds and the PP Notes (excluding any amounts payable in respect of PP Noteholder Subordinated Liabilities under paragraph (xi) below in respect of the PP Notes);

(vi) sixth, payments of scheduled principal due or overdue on the Bonds and the PP Notes (other than any principal payable upon a mandatory redemption of the Bonds or PP Notes as a result of a PBCE Rebalancing Event and excluding any amount payable in respect of PP Noteholder Subordinated Liabilities under paragraph (xi) below in respect of the PP Notes);

(vii) seventh, in making a transfer to the Maintenance Reserve Account in accordance with the provisions relating to the Maintenance Reserve Account;

(viii) eighth, in making a transfer to the Debt Service Reserve Account in accordance with the provisions relating to the Debt Service Reserve Account;

(ix) ninth, payments of all amounts due or overdue to the PBCE Provider pursuant to the PBCE Agreement, other than those amounts referred to in paragraph (iii) above (for the avoidance of doubt, by way of applying 100% of cash available after paying all amounts payable under paragraphs (i) to (viii) above until all amounts due or overdue to the PBCE Provider pursuant to the PBCE Agreement have been paid) to be applied in the following order:

(A) first, in or towards payment pro rata of any fees, costs and expenses due under the PBCE Agreement;

(B) second, in or towards payment pro rata of any indemnity and accrued interest due or overdue under the PBCE Agreement;

(C) third, in or towards the payment of any Capitalised Interest due or overdue under the PBCE Agreement;

(D) fourth, in or towards payment of any principal due or overdue under the PBCE Agreement (and where the PBCE Letter of Credit has been drawn on more than one occasion, towards repayment of such drawing(s) as the PBCE Provider may determine in its sole discretion); and

(E) fifth, in or towards payment of any other sum due or overdue under the PBCE Agreement;

(x) tenth, to the extent required pursuant to the terms of the Common Terms Agreement, to the PBCE Reserve Account in an amount equal to the applicable PBCE Reserve Amount;

(xi) eleventh, in or towards payment of any PP Noteholder Subordinated Liabilities due and payable in respect of the PP Notes:

(xii) twelfth, if the Issuer has delivered a notice of redemption pursuant to Condition 4.3 (Optional Redemption), Condition 4.4 (Optional Redemption for Tax Reasons; Illegality), PP Note Condition 5.3 (Optional Redemption), PP Note Condition 5.4 (Optional Redemption Following Final Pay-Up Date) or PP Note Condition 5.5 (Optional Redemption for Tax Reasons; Illegality), payment pro rata of principal due in respect of such redemption of all or part of the Bonds and PP Notes, including any applicable Make Whole Amount; and

(xiii) thirteenth, towards transfers to the Distributions Account in accordance with the provisions relating to the Distributions Account.

Insurance Proceeds Account

The Issuer shall ensure that:

(i) any Insurance Proceeds received for any loss or claim, in respect of which a drawing has been made under the PBCE Letter of Credit for a PBCE Funding Shortfall to cover the liability of the Issuer for the relevant loss or claim, are paid to the Proceeds Account; and.

(ii) any Insurance Proceeds received relating to delay in start-up, advance loss of profit or business interruption insurances paid to the Proceeds Account are paid immediately into the Insurance Proceeds Account.

The Issuer is permitted to use amounts standing to the credit of the Insurance Proceeds Account for any of the following purposes:

(a) to the extent such amounts relate to losses or claims suffered or made by any insured party other than the Issuer, such funds may be paid to such insured party;

(b) to the extent such amounts relate to claims in respect of material damage all risk insurance or construction all risk insurance of the Issuer, such funds may be paid to the Proceeds Account provided that:

(i) the Reinstatement Plan has been approved by the Technical Adviser and/or the Insurance Adviser and approved or deemed to be approved by the Project Agent in accordance with the Common Terms Agreement have been satisfied to the extent applicable;

(ii) the Issuer has provided relevant invoices (being due and payable) or other relevant information in respect of works carried out or costs incurred in connection with the material damage reinstatement to the value of the requested transfer amount, together with such other information regarding the claim as the Project Agent, the Technical Adviser and/or the Insurance Adviser may request; and

(iii) the Technical Adviser has certified that any applicable works have been properly carried out and, if applicable, any costs have been properly incurred or that such works are in progress and such payment is necessarily required in advance of completion of the works.

Maintenance Reserve Account

The Issuer shall on each Payment Date from and including the first Payment Date following the Availability Date, transfer from the Proceeds Account to the Maintenance Reserve Account the lesser of:

(a) the amount required to ensure that the balance standing to the credit of the Maintenance Reserve Account is not less than the then applicable MRA Required Balance; and

(b) the amount available for transfer from the credit of the Proceeds Account having made all payments of a higher priority to payments to the Maintenance Reserve Account.

The Issuer may transfer amounts standing to the credit of the Maintenance Reserve Account to meet lifecycle maintenance costs incurred pursuant to the Operating Budget as they fall due. If the balance standing to the credit of the Maintenance Reserve Account on any Payment Date exceeds the then applicable MRA Required Balance the Issuer may transfer the whole or any part of the excess to the Proceeds Account. If there is a Debt Service Shortfall, the Issuer shall

transfer from the Maintenance Reserve Account an amount not exceeding the amount of such Debt Service Shortfall to the Proceeds Account in accordance with the Common Terms Agreement.

Debt Service Reserve Account

The Issuer will, on the final Bond Purchase Date under the Bond Purchase Agreement, be required to transfer from the Proceeds Account to the Debt Service Reserve Account the amount required to ensure that the balance standing to the credit of the Debt Service Reserve Account is not less than the then applicable DSRA Required Balance.

The Issuer will be required, on each Payment Date falling after the final Bond Purchase Date under the Bond Purchase Agreement, to transfer from the Proceeds Account to the Debt Service Reserve Account the lesser of:

(a) the amount required to ensure that the balance standing to the credit of the Debt Service Reserve Account is not less than the then applicable DSRA Required Balance; and

(b) the amount available for transfer from the Proceeds Account having made all payments of higher priority to payments to the Debt Service Reserve Account.

The Issuer shall on the Business Day immediately prior to each Payment Date transfer amounts standing to the credit of Debt Service Reserve Account to the Proceeds Account in order to pay Debt Service if there would otherwise be insufficient amounts standing to the credit of the Proceeds Account. If the balance standing to the credit of the Debt Service Reserve Account on any Payment Date following the last Bond Purchase Date exceeds the then applicable DSRA Required Balance, the Issuer may transfer the whole or any part of the excess to the Proceeds Account.

Distribution Account

The Issuer will only be permitted to transfer amounts from the Proceeds Account to the Distributions Account if the Distribution Conditions are met on the date of transfer. The Issuer will be permitted to make payments from the Distributions Account at any time at its discretion.

PBCE Reserve Account

The Issuer shall, on any Payment Date on which the PBCE Reserve Condition applies, transfer from the Proceeds Account to the PBCE Reserve Account the applicable PBCE Reserve Amount. The Issuer shall only be permitted to transfer amounts from the PBCE Reserve Account to the Distributions Account in accordance with the terms of the Common Terms Agreement

Governing law

The Common Terms Agreement will be governed by English law.

SECURITY TRUST AND INTERCREDITOR DEED

General

The Bond Trustee, the PBCE Provider, the Security Trustee, the Project Agent, the Account Bank, the Account Operator, the Principal Paying Agent, the Issuer, HoldCo, the Original Shareholders, the Original Shareholder Lenders, the Bond Custodian, the PP Noteholders and the Original Bond Purchasers will on or before the Issue Date enter into the STID.

The STID will regulate (i) the claims of the Secured Creditors; (ii) the exercise, acceleration and enforcement of rights by the Secured Creditors; (iii) the rights of the Secured Creditors to instruct the Security Trustee; and (iv) the giving of consents and waivers and the making of modifications to the Security Documents, the Common Terms Agreement and the other Transaction Documents including, in particular, the basis on which votes of the Secured Creditors will be counted for the purpose of determining whether the Security Trustee may provide such consent or waiver or approve such modification.

Ranking and Subordination

Each of the parties to the STID will agree that the obligations owed by the Issuer to the Secured Creditors (the Secured Liabilities ), and the Secured Creditors’ entitlement to the Transaction Security, shall rank in right and priority of payment in the following order and shall be postponed and subordinated to any prior ranking claims as follows:

(a) first, the Senior Liabilities;

(b) second, the PBCE Liabilities; and

(c) third, the PP Noteholder Subordinated Liabilities.

Each Secured Creditor (other than the Security Trustee) will be required to agree that it will not, inter alia: (i) permit or require the Issuer to discharge any of the Secured Liabilities owed to it, (ii) accelerate or permit or require the Issuer to accelerate, cancel, pay, prepay, repay, redeem, purchase, terminate early or voluntarily terminate or otherwise acquire any of the Secured Liabilities, or (iii) take any enforcement action in respect of the Transaction Security, in each case save as permitted in accordance with the terms of the STID and the other Finance Documents.

Subordinated Debt

Each of the parties to the STID will agree that Subordinated Debt is unsecured and postponed and subordinated to the Secured Liabilities. No Payment of Subordinated Debt may be made prior to the Final Discharge Date unless such Payment is expressly permitted by the Finance Documents or the Security Trustee (acting in accordance with the STID Decision-Making Protocol) or, on or after the Senior Discharge Date, the prior written consent of the PBCE Provider is obliged by the Subordinated Creditors to that Payment being made.

Enforcement Action

The Security Trustee will not be permitted to take any Enforcement Action, unless instructed to do so by a QC Resolution, and subject (where applicable) to (i) the PBCE Restrictions on Enforcement provisions (see “PBCE Restrictions on Enforcement” below) and (ii) the Security Trustee and the Bond Trustee (if it is requested by the Security Trustee to deliver a notice to accelerate the Bonds in accordance with the instructions of a QC Resolution) being prefunded/indemnified and/or secured to their satisfaction.

A QC Resolution may be:

(a) passed at a meeting duly convened and held in accordance with Schedule 3 of the STID (i) by votes in favour by 50 per cent. or more of the votes cast thereat upon a show of hands, or (ii) if a poll is duly demanded, by votes in favour by 50 per cent. or more of the Qualifying Debt of the Eligible Persons voting on such poll; or

(b) in writing signed by or on behalf of the Qualifying Creditors and representing not less than 50 per cent. of the aggregate Qualifying Debt.

The quorum requirement in respect of a QC Resolution passed at a meeting, shall be one or more Qualifying Creditors representing, in aggregate, at least 50 per cent. of the Qualifying Debt.

PBCE Restrictions on Enforcement

No Enforcement Action shall be permitted:

(a) as a result of a DSCR Default or an MRA Default, where there is no amount available for drawing under the PBCE Letter of Credit without the prior written consent of the PBCE Provider, if the most recent PBCE PLCR is equal to or greater than 1.20:1; or

(b) as a result of:

(i) a DSCR Default;




(c) without the prior written consent of the PBCE Provider in circumstances where a drawing under the PBCE Letter of Credit for a PBCE Funding Shortfall is requested by the Issuer under the Common Terms Agreement before the PBCE Longstop Date, in relation to any Event of Default which was subsisting, or had occurred,

and of which Bond Creditors had notice as at the date of such notice by the Issuer to the Bond Trustee under the Common Terms Agreement,

(together, the PBCE Restriction on Enforcement).

Issuer Post-Enforcement Priority of Payments

All amounts from time to time received or recovered by the Security Trustee pursuant to the terms of any Transaction Document following any Enforcement Action, other than any amounts standing to the credit of the PBCE Reserve Account (see “PBCE Reserve Account” below) shall be held by the Security Trustee on trust to apply them in the following order of priority:

(a) first, in or towards payment pro rata, of any sums owing to the Bond Trustee, the Security Trustee, any Receiver or any delegate;

(b) second, in or towards payment pro rata of all costs and expenses incurred by any Secured Creditor in connection with any realisation or enforcement of the Transaction Security;

(c) third, in or towards payment pro rata according to the respective amounts thereof of the fees, costs and expenses of, and other amounts due to the Principal Paying Agent, the Bond Custodian, the Project Agent, the Account Bank, the Account Operator, the Paying Agent and the fees, costs and expenses of the PBCE Provider that are payable by the PBCE Provider to third parties pursuant to the terms of the PBCE Agreement (in any such case, both on a scheduled and accelerated basis);

(d) fourth, in or towards payment, pro rata, according to the respective amounts thereof of the commitment fees due and payable to the Bond Purchasers and the PP Noteholders in accordance with the Bond Purchase Agreement and PP Noteholder Subscription Agreement;

(e) fifth, in or towards payment of interest accrued but unpaid on the Bonds and the PP Notes, but excluding any PP Noteholder Subordinated Liabilities;

(f) sixth, in or towards payment of principal due or overdue in respect of the Bonds and the PP Notes (both on a scheduled and accelerated basis including any Make-Whole Amount, if relevant), but excluding any PP Noteholder Subordinated Liabilities;

(g) seventh, in or towards payment of all amounts due or overdue to the PBCE Provider pursuant to the PBCE Agreement, other than those amounts referred to in paragraph (c) above (for the avoidance of doubt, by way of applying 100% of cash available after paying all amounts payable under paragraphs (a) to (e) above until all amounts due or overdue to the PBCE Provider pursuant to the PBCE Agreement have been paid) to be applied in the following order:

(i) any unpaid fees, costs and expenses due under the PBCE Agreement;

(ii) any indemnity and accrued interest due but unpaid under the PBCE Agreement;

(iii) any Capitalised Interest due but unpaid under the PBCE Agreement;

(iv) any principal due but unpaid under the PBCE Agreement (and where the PBCE Letter of Credit has been drawn on more than one occasion, towards repayment of such drawing(s) as the PBCE Provider may determine in its sole discretion); and

(v) any other sum due but unpaid under the PBCE Agreement;

(h) eighth, in or towards payment of any PP Noteholder Subordinated Liabilities in respect of the PP Notes;

(i) ninth, if the Issuer is not under any further actual or contingent liability under any Finance Document or PBCE Document, in or towards payment pro rata according to the respective amounts thereof to the Subordinated Creditors in respect of Subordinated Debt; and

(j) tenth, the balance, if any, in payment or distribution to the Issuer or, in the case of Recoveries relating to the HoldCo Security Documents, HoldCo or any Recoveries in relation to any Transaction Security granted by the Shareholder Lenders, the Shareholder Lenders.

PBCE Reserve Account

All amounts recovered by the Security Trustee from amounts standing to the credit of the PBCE Reserve Account following any Enforcement Action shall be applied by the Security Trustee in discharging any amount outstanding to the PBCE Provider under the Finance Documents, and thereafter shall be applied, in payment pro rata to the Shareholders by way of distribution.

Issuer Discretion Matters

The Issuer may, without the consent of the Security Trustee or any Secured Creditor, exercise any right or discretion or make any determination under the Finance Documents in relation to any Issuer Discretion Matter provided that:

(a) the Issuer delivers a notice to the Project Agent and the PBCE Provider of the proposed right or determination which it proposes to exercise no fewer than 7 Business Days prior to the date on which it is proposing to exercising such right and the Project Agent posts such notice as soon as reasonably practicable on the Designated Website;

(b) the Issuer provides any further information to the Project Agent as may be requested by it; and

(c) the Project Agent does not raise any objection (acting on the instructions of Bond Creditors holding at least 10% of the Bond Creditor Debt) as to whether the right constitutes an Issuer Discretion Matter within 5 Business Days of receipt of the notice referred to in (a) above.

If the Project Agent notifies the Issuer within 5 Business Days of receipt of the notice above, that (acting on the directions of the Bond Creditors acting in good faith and who represent in aggregate at least 10% of the Bond Creditor Debt), it does not consider the right or determination to constitute an Issuer Discretion Matter, the Issuer and the Project Agent shall consult for a period of 5 Business Days or such longer period as may be agreed between the Project Agent and the Issuer. In the event that the classification of the matter as an Issuer Discretion Matter is not accepted by the Project Agent, the Issuer shall be required to deliver a STID Proposal in order to exercise the relevant right or determination.

Bond Creditor Debt means the aggregate of:

(a) the Principal Amount Outstanding of the Bonds which have been sold by the Issuer pursuant to or as contemplated in the Bond Purchase Agreement (other than the initial purchase of the Forward Purchase Bonds pursuant to the Bond Purchase Agreement);

(b) the aggregate of the Principal Amount Outstanding of the PP Notes and the PP Noteholder Commitments;

(c) the aggregate of each Purchaser’s Commitment (other than in respect of any Defaulting Purchaser) which is outstanding under the Bond Purchase Agreement.

Principal Amount Outstanding means:

(a) in relation to the Bonds, the original face value thereof less any repayment of principal made to the holder(s) thereof in respect of the Bonds; and

(b) in relation to the PP Notes, the principal amount paid up on the Issue Date plus any amounts paid up on the PP Notes in accordance with the PP Notes Conditions less any repayment of principal made to the holder(s) thereof in respect of the PP Notes..

Amendments, Consents and Waivers – STID Proposals

The STID contains detailed provisions setting out the voting and instruction mechanics in respect of (a) Ordinary Voting Matters; and (b) Extraordinary Voting Matters. The Issuer may request the Security Trustee to approve any amendment or waiver, the grant of consent, the making of any determination, or the exercise of any right or discretion under, any Finance Document, other than any matter which constitutes an Issuer Discretion Matter (see “Issuer Discretion Matter” above) (any such request being a STID Proposal), by delivering a STID Proposal to the Security Trustee, the Project Agent, the PBCE Provider and the Bond Trustee.

The STID Proposal will certify whether it is a Discretion Matter, an Ordinary Voting Matter or an Extraordinary Voting Matter, whether it gives rise to a PBCE Provider Entrenched Right and whether it is an Article 568 Matter and stating the total time period which will apply and the relevant Decision Period (as further described in “Decision Periods” below).

Any STID Proposal which does not give rise to a PBCE Provider Entrenched Right may be approved or rejected in accordance with the recommendation of the Bondholders. Notwithstanding any certification by the Issuer in any STID Proposal, the PBCE Provider will have a period of up to 20 Business Days following the date on which the PBCE Provider receives the STID Proposal (the ER Determination Date) to deliver a notice in writing to the Issuer, the Security Trustee, the Bond Trustee and the Project Agent that the PBCE Provider is of the opinion that the STID Proposal does give rise to a PBCE Provider Entrenched Right. If the PBCE Provider does not deliver a PBCE Provider Entrenched Rights Notice by the ER Determination Date or its approval or disapproval (as the case may be) of the relevant STID Proposal by the PBCE ER Decision Date, then any approval by the Bond Creditors will be binding on the Secured Creditors.

PBCE Provider Entrenched Rights

Any STID Proposal which has the effect of changing, or which relates to, a PBCE Provider Entrenched Right may only be made with the consent of the PBCE Provider.

The PBCE Provider Entrenched Rights are summarised as follows:

(a) any amendment to or waiver of the terms of the PBCE Letter of Credit or the PBCE Agreement;

(b) any amendment to or waiver of the PBCE Provider’s decision-making and voting rights;

(c) any amendment or waiver which would have the effect of adversely changing any priority of payment set out in the STID or the Common Terms Agreement or application thereof in respect of the PBCE Provider;

(d) any partial or total voluntary redemption of the Bonds and the PP Notes, other than the redemption of the PP Notes following the final PP Note Pay-Up Date pursuant to the PP Note Conditions (to the extent that there are any PP Notes outstanding) by the Issuer unless there is either (i) a full payment of outstanding amounts under the PBCE Agreement if the Bonds are being redeemed in full, or (ii) a pro rata reduction of the maximum amount of the PBCE Letter of Credit (and, as the case may be, a pro rata repayment of drawn amounts plus current interest under the PBCE Agreement) and the PBCE Provider has confirmed to the Issuer that the proposed voluntary redemption will not have a material adverse effect on its exposure and rights under the PBCE Agreement;

(e) any amendment to, or waiver of, the definition of Permitted Financial Indebtedness;

(f) any amendment to, or waiver of, the basis or timing of calculation of any Financial Ratio;

(g) any amendment to, or waiver of, (i) certain specified Events of Default, (ii) provisions in relation to environmental compliance and (iii) specified definitions in relation to the PBCE Agreement;

(h) any amendment to, or waiver of, a Transaction Document which has or is likely to have, a material adverse effect on Project cashflows within the meaning set out in Clause 20.4 (Material adverse effect on Project cashflows) of the STID;

(i) any amendment to the definition or way of calculating the Scheduled Availability Date, the Scheduled Completion Date, the Availability Date, the Completion Date, the End Date or the PBCE Longstop Date;

(j) any amendment to or waiver of the Distribution Conditions which has or is reasonably likely to have a material adverse effect on the PBCE Provider;

(k) any amendment or waiver which would have the effect of changing the nature or the scope of, or would release any Transaction Security, unless equivalent replacement security (on the same or better terms) is taken at the same time;

(l) any amendment to or waiver of a Transaction Documents which directly or indirectly affects any termination compensation and which would or would be reasonably likely to have a material adverse effect on the PBCE Provider;

(m) any waiver of, or amendment to, any condition precedent to the availability of any funds under the PBCE Agreement and/or PBCE Letter of Credit;

(n) the taking of any Enforcement Action in a manner not permitted under the provisions of the STID relating to PBCE Restrictions on Enforcement (see “PBCE Restrictions on Enforcement” above);

(o) any amendment to certain definitions in the Master Definitions Agreement;

(p) any amendment to Condition 4.5 (Mandatory Redemption – PBCE Rebalancing Event) or Condition 8 (Events of Default) of the Conditions which would have a material adverse effect on the PBCE Provider;

(q) any amendment to Clause 6.2 (Sale and Purchase of Forward Purchase Bonds) of the Bond Purchase Agreement under which additional conditions to purchase of the Forward Purchase Bonds are imposed which would have a material adverse effect on the PBCE Provider;

(r) any reduction to the scope of work of the Technical Adviser which would have the effect of materially changing the nature or the scope of such scope of work;

(s) any amendment to the Shareholders Agreement or constitutional documents of the Issuer which would have the effect of giving Via-Invest rights, which would allow it to exert control of the Issuer;

(t) any settlement with insurers which is reasonably likely to increase the probability of a PBCE Funding Shortfall occurring provided that the actual or estimated amount of the claim being settled is more than €25 million and the settlement results in a reduction of the amount to be received by the Issuer of €2 million or more; and

(u) any amendment to PP Note Condition 6.5 (Conditions to Pay-Up of PP Note) under which additional conditions to pay up the PP Notes are imposed which would have a material adverse effect on the PBCE Provider;

Termination of PBCE Letter of Credit

(a) If the PBCE Provider exercises a PBCE Provider Entrenched Right to block a STID Proposal which has been approved by the Bond Creditors pursuant to Schedule 2 (STID Decision-Making Protocol) of the STID, the Security Trustee shall at any time, if directed by Bond Creditors representing at least 20% of the Bond Creditor Debt, request the Issuer to deliver a STID Proposal to request the termination of the PBCE Letter of Credit and the related amendments to the Finance Documents to take account of the removal of the PBCE Letter of Credit, provided that:

(i) the Issuer consents to the termination of the PBCE Letter of Credit; and

(ii) no PBCE Liabilities are outstanding at the time at which the termination is proposed and at which the termination takes effect.

(b) Notwithstanding the provisions of Clause 19.3 (PBCE Provider Entrenched Rights) of the STID, the PBCE Provider agrees that, provided that the conditions in paragraph (a) above are satisfied, it shall not be entitled to exercise any PBCE Provider Entrenched Right in respect of the STID Proposal referred to in paragraph (a) above.

Decision Periods

A STID Proposal shall specify the period of time within which the approval of the Bond Creditors is sought (the Decision Period) which shall be not fewer than 20 Business Days after the date that the Bond Trustee is provided with the STID Proposal (unless the Project Agent receives directions from holders of at least 10% of the Bond Creditor Debt within 5 Business Days of the date of delivery of the STID Proposal specifying that a matter determined by the Issuer to be an Issuer Discretion Matter or an Ordinary Voting Matter falls within the definition of respectively, Ordinary Voting Matters or Extraordinary Voting Matters. In such an event the Project Agent shall notify the Security Trustee and the other Secured Creditors of such determination and the Decision Period shall commence on the date of notification delivered by the Project Agent to the Issuer of the voting category), provided that:

(i) the Decision Period for any Ordinary Voting Matter may be extended for a further period of five Business Days if the quorum requirement for the relevant Ordinary Voting Matter has not been met within the initial Decision Period; and

(ii) the Decision Period for any Extraordinary Voting Matter may be extended for a further period of five Business Days if the quorum requirement for the relevant Extraordinary Voting Matter has not been met within the initial Decision Period.

Ordinary Voting Matters

An Ordinary Voting Matter is any matter which does not relate to Enforcement Action and is not an Extraordinary Voting Matter or Issuer Discretion Matter.

If the Quorum Requirement is met (see “Quorum Requirements” below), subject to the EIB OVM Entrenched Right (as defined below), a resolution in respect of an Ordinary Voting Matter may be passed by a majority of at least 50 per cent. of the Voted Bond Creditor Debt. If the quorum requirement is not met on the last day of the extended Decision Period, the Ordinary Resolution in respect of such Ordinary Voting Matter shall be deemed to have been passed.

Notwithstanding that any resolution in respect of an Ordianry Voting Matter has been passed in accordance with the provisions above, no STID Proposal in respect of any Ordinary Voting Matter will be implemented without the consent of EIB in its capacity as a Bond Creditor from the Issue Date until such time as EIB first ceases to hold at least 25% of the Bond Creditor Debt (the EIB OVM Entrenched Right ) provided that if EIB fails to notify the Security Trustee whether or not it approves the relevant STID Proposal by the last day of the Decision Period, it shall be deemed to have waived its EIB OVM Entrenched Right and its Bond Creditor Debt will not be counted for the purposes of calculating the majority required to approve any Ordinary Voting Matter. If EIB does not approve the STID Proposal (whether or not the other Bond Creditors have approved the STID Proposal), then such STID Proposal will not be implemented.

Bond Creditor Debt includes (i) the Principal Amount Outstanding of the Bonds which are being held by the Bondholders, (ii) the Principal Amount Outstanding of the PP Notes and the PP Noteholder Commitments and (iii) each Purchaser’s Commitment, which is still outstanding.

Extraordinary Voting Matters

An Extraordinary Voting Matter is any matter which:

(a) would affect the payment amounts, payment dates, methods for or elements for calculating the payment amounts, in respect of any payment obligation of the Issuer under the Bonds, the PP Notes or the PBCE Letter of Credit in relation to scheduled payments, payments at maturity or on the termination date and voluntary and or mandatory repayments or redemption;

(b) would affect the exchange, conversion or substitution of the Bonds or the PP Notes for, or their conversion into shares, bonds or other obligations or securities of the Issuer or any other person or body corporate formed or to be formed;

(c) would change the currency in which amounts due in respect of the Bonds or the PP Notes are payable;

(d) would result in the Bondholders or PP Noteholders agreeing to receive payments under the Bonds or as the case may be, the PP Notes subject to any applicable withholding tax other than in respect of any Issuer Gross-Up Amount as provided for in the PP Conditions;

(e) would have the effect of adversely changing any priority of payment under the Finance Documents, insofar as such alteration would affect the Bonds or the PP Notes;

(f) would affect the Security Interests created by the Issuer or HoldCo pursuant to the Finance Documents, other than with respect to the replacement of Security Interests by equivalent Security Interests;

(g) would affect (i) the definitions of Issuer Discretion Matter, Ordinary Voting Matter, Extraordinary Voting Matter, PBCE Provider Entrenched Rights, or QC Resolution, (ii) the quorum or majority required in respect of any Ordinary Voting Matter, Extraordinary Voting Matter, Enforcement Action or QC Resolution, or (iii) the voting procedure and the decision-making process and how the Bond Creditors cast their votes under the STID;

(h) would affect the definition of PBCE Rebalancing Event;

(i) any amendment or waiver in respect the provision of the STID relating to PBCE Restrictions on Enforcement;

(j) any amendments to the Financial Ratios provisions of the Common Terms Agreement;

(k) would affect the definition of Qualifying Creditors and Qualifying Debt;

(l) would constitute a material amendment to (i) the PBCE Letter of Credit; or(ii) any terms of the DBFM Agreement (other than in the case of (ii) any amendment which is an Issuer Discretion Matter);

(m) other than any Issuer Discretion Matters, would authorise amendments to the EPC Contract and/or the Maintenance Contract, that would lead to or be reasonably likely to lead to: (i) a material increase in the amount of consideration payable thereunder, or of the termination date of these agreements; (ii) a material amendment to the terms of any guarantee set out therein; and (iii) a material technical amendment affecting the Project or the object of the EPC Contract and/or the Maintenance Contract;

(n) would constitute any amendment to, or waiver of a Default or Distribution Condition and

(o) would result in the termination of the PBCE Letter of Credit and all rights and liabilities of the PBCE Provider pursuant to the Transaction Documents, provided the conditions relating to the termination of the PBCE under the STID are satisfied.

If the Quorum Requirement is met (see “Quorum Requirements” below), a resolution in respect of an Extraordinary Voting Matter may be passed by a majority of at least 75 per cent. of the Voted Bond Creditor Debt.

Quorum Requirements

Ordinary Voting Matters

The quorum requirement in respect of an Ordinary Voting Matter shall initially be one or more Bond Creditors representing in aggregate at least 20% of the Bond Creditor Debt, provided that if the quorum requirement has not been met on or before the Business Day immediately preceding the last day of the Decision Period, the quorum requirement shall be reduced to one or more Bond Creditors and the Decision Period shall be extended for a period of a further five Business Days from the expiry of the initial Decision Period. If the quorum requirement is not met on the last day of the extended Decision Period, the Ordinary Resolution in respect of such Ordinary Voting Matter shall be deemed to have been passed.

Extraordinary Voting Matters

The quorum requirement in respect of an Extraordinary Voting Matter shall initially be one or more Bondholders representing, in aggregate, at least 75% of the Bond Creditor Debt. However, if the quorum requirement has not been met on or before the Business Day immediately preceding the last day of the Decision Period, the quorum requirement shall be reduced to one or more Bond Creditors representing, in aggregate, at least 50% of the Bond Creditor Debt (or, in respect of certain Extraordinary Voting Matters, which would amend the terms of the DBFM Agreement, the EPC Contract and/or the Maintenance Contract, reduced to one or more Bond Creditors) and the Decision Period shall be extended for a period of a further five Business Days from the expiry of the initial Decision Period. In respect of the Extraordinary Voting Matters relating to a material amendment to the DBFM Agreement, the EPC Contract and/or the Maintenance Contract only, if the quorum requirement is not met on the last day of the extended Decision Period, the Extraordinary Resolution in respect of such Extraordinary Voting Matter shall be deemed to have been passed.

Binding force and authority to sign

The Security Trustee will be authorised by each Secured Creditor to execute and deliver on its behalf all documentation required to implement any modification or the terms of any waiver, consent or determination in respect of any Transaction Documents which has been approved in accordance with the provisions of the STID and such execution and delivery by the Security Trustee shall bind each Secured Creditor as if such documentation had been duly executed by it.

Governing law

The STID will be governed by English law.

BOND TRUST DEED

General

On or before the Issue Date, the Issuer and the Bond Trustee will enter into the Bond Trust Deed pursuant to which, inter alia, the Bonds will be constituted. The Bond Trust Deed will contain a covenant from the Issuer to pay all amounts due

under the Bonds. The Bond Trustee will hold the benefit of that covenant on trust for itself and the Bondholders in accordance with their respective interests.

Enforcement Action

The Bond Trustee shall have no right to take any Enforcement Action in respect of the Bonds other than to accelerate the Bonds in accordance with directions given by the Security Trustee in accordance with the STID. The Bond Trustee shall not be required to do anything under or in connection with the Bond Trust Deed, the Bonds or the other Finance Documents which may cause it to expend or risk its own funds or otherwise incur any liability in the performance of any of its duties or in the exercise of any of its rights, powers, authorities or discretions or otherwise in connection with the Bond Trust Deed, the STID or any other Finance Document, if it believes that repayment of such funds or an adequate indemnity or security for such liability is not reasonably assured to it.

No Bondholder shall be entitled to (i) take any steps or action against the Issuer to enforce the performance of any of the provisions of the Bond Trust Deed or the Bonds or (ii) take any other proceedings in respect of or concerning the Issuer, unless the Bond Trustee or the Security Trustee, having become bound to take such action, fails to do so within a reasonable period and such failure is continuing provided that no Bondholder shall be entitled to take any steps or proceedings to procure the winding-up, administration or liquidation of the Issuer.

Waiver of a Default

Subject to the terms of the STID, the Bond Trustee may, without the consent or sanction of the Bondholders and without prejudice to its rights in respect of any subsequent breach or Default at any time (but only if and in so far as in its opinion the interests of the Bondholders shall not be materially prejudiced thereby (where “materially prejudiced” means that such waiver, authorisation or determination would have a materially adverse effect on the ability of the Issuer to pay any amounts of principal or interest in respect of the Bonds on the relevant due date for payment therefor)):

(a) waive or authorise any breach or proposed breach by the Issuer or any other person of any of the covenants or provisions contained in the Bond Trust Deed or any other Finance Document or determine that any Default shall not be treated as such for the purposes of the Bond Trust Deed; or

(b) direct the Security Trustee to waive or authorise any breach or proposed breach by the Issuer or any other person of any of the covenants or provisions contained in any Finance Document;

provided that the Bond Trustee shall not exercise any such power in granting any authorisation or waiver in respect of any Finance Documents which falls within the category of Ordinary Voting Matters, Extraordinary Voting Matters or Article 568 Matters. Any such waiver shall be binding on the Bondholders.

The Bond Trustee shall not be obliged to agree to make any determination which, in the sole opinion of the Bond Trustee would have the effect of: (i) exposing the Bond Trustee to any liability against which is has not been indemnified, pre-funded and/or otherwise secured to its satisfaction or (ii) increasing the obligations or duties, or decreasing the protection, of the Bond Trustee in the Finance Documents and/or the Conditions.

Modification

Subject to the terms of the STID, the Bond Trustee may without the consent or sanction of either the Bondholders or the PP Noteholders at any time and from time to time (i) concur with the Issuer or any other person, or (ii) direct the Security Trustee to concur with the Issuer or any other person in making any modification to the Bond Trust Deed or any other Finance Document:

(a) which in the opinion of the Bond Trustee it may be proper to make, provided that the Bond Trustee is of the opinion that such modification will not be materially prejudicial to the interests of either the Bondholders or the Noteholders (where “materially prejudiced” means that such modification would have a materially adverse effect on the ability of the Issuer to pay any amounts of interest or principal in respect of the Bonds on the relevant due date therefor); or

(b) if in the opinion of the Bond Trustee such modification is of a formal, minor administrative or technical nature or to correct a manifest error or an error which is, in the opinion of the Bond Trustee, proven,

provided that the Bond Trustee shall not exercise any such power in making any modification to the Bond Trust Deed or any other Finance Document which falls within the category of Ordinary Voting Matters, Extraordinary Voting Matters or Article 568 Matters.

The Bond Trustee shall not be obliged to agree to any modification which, in the sole opinion of the Bond Trustee would have the effect of (i) exposing the Bond Trustee to any liability against which is has not been indemnified, pre-funded and/or otherwise secured to its satisfaction or (ii) increasing the obligations or duties, or decreased the protection, of the Bond Trustee in the Finance Documents and/or the Conditions.

Conflicts of Interest

If, in the opinion of the Bond Trustee, there is a conflict of interest between the interests of the Bondholders and the interests of the PP Noteholders, the Bond Trustee shall seek instructions in the form of separate Ordinary Resolutions from the Bondholders and the PP Noteholders before exercising its powers.

Consent

Subject to the terms of the STID, the Bond Trustee may give or direct the Security Trustee to give, any consent or approval, exercise any power, authority or discretion or take any similar action for the purposes of the Bond Trust Deed or any other Finance Document if, in its opinion, the interests of the Bondholders will not be materially prejudiced thereby (where materially prejudiced means that such consent or approval would have a material adverse effect on the ability of the Issuer to pay any amount of principal or interest in respect of the Bonds on the relevant due date for payment therefor).

Issuer covenants

The covenants given by the Issuer in the Bond Trust Deed (subject to detailed carve-outs, exceptions and qualifications set forth in the Bond Trust Deed) will include the following:

(a) to execute and perform such acts necessary for the Bond Trustee to discharge its functions under the Bond Trust Deed;

(b) to send to the Bond Trustee and obtain its approval, prior to the date on which any such notice is to be given, the final form of every notice given to the Bondholders;

(c) upon being so requested in writing by the Bond Trustee, to deliver to the Bond Trustee a certificate setting out the total number and aggregate principal amount of the Bonds which up to are at the date of such certificate held by, or for the benefit of, the Issuer, any Affiliate of the Issuer or any Subordinated Creditor; and

(d) to give notice to the Bond Trustee of the proposed redemption of the Bonds pursuant to Condition 4.3 (Optional Redemption for tax reasons; illegality) and Condition 4.5 (Mandatory Redemption – PBCE Rebalancing Event) at least five business days in London prior to the giving of any such notice of redemption;

Provisions for Voting

On receipt of a STID Proposal from the Issuer, the Bond Trustee shall promptly send a copy of such STID Proposal to the Bondholders in accordance with the Conditions, together with the details of the Designated Website on which it is published and, to the extent applicable any required passwords to access any secured website on which supporting documents and other information provided by the Issuer in connection with the relevant STID Proposal has been posted.

Each Bondholder may only vote on a STID Proposal by way of Block Voting Instruction or a Voting Instruction and (save in respect of any matter which would be the subject of an Article 568 Resolution) no meeting of Bondholders will be held in respect of any STID Proposal nor to any vote in respect of such STID Proposal, (unless a physical meeting of Bondholders is requested by Bondholders in accordance with the STID).

Where a STID Proposal relates to an Article 568 Matter the Issuer shall convene a meeting. In addition, the Bond Trustee may at any time, and the Issuer shall upon a requisition in writing signed by the Bondholders of not less than 10 per cent. in Principal Amount Outstanding of the Bonds for the time being outstanding, convene a meeting. No vote shall be validly cast at a meeting unless in accordance with a Voting Certificate or Block Voting Instruction.

For the purposes of determining the Votes cast by a Bondholder (including, where applicable, at a meeting of Bondholders), each Bondholder shall have one vote in respect of each €1 of Principal Amount Outstanding of Bonds held or represented by it.

Following any meeting of Bondholders, the Bond Trustee shall deliver the votes cast for and the votes cast against the relevant resolution at such meeting to the Security Trustee prior to the expiry of the Decision Period if the relevant matter relates to a STID Proposal.

Any Block Voting Instruction shall be conclusive and binding on the Bondholders. Any vote cast by the Bond Trustee in accordance with the relevant Block Voting Instruction shall be valid even if such Block Voting Instruction has been amended, revoked or re-issued, provided that the Bond Trustee has not been notified in writing of such amendment, revocation or re-issue at least 24 Hours before the Voting Date (or, if earlier, the date on which the relevant Ordinary Resolution or Extraordinary Resolution is passed).

Governing law

The Bond Trust Deed will be governed by English law.

ENGLISH L AW SECURITY AGREEMENT

General

The Issuer will, on or before the Issue Date, enter into an assignment agreement with the Security Trustee for itself and on behalf of the Secured Creditors under the STID and any receiver and any other creditor which accedes to the STID (the English Law Security Agreement).

Issuer Security

Pursuant to the English Law Security Agreement, the Issuer will on and from the Issue Date secure its obligations to the Secured Creditors by granting an absolute assignment of all its rights, title and interest, present and future, in, under and to, inter alia, certain of the Finance Documents governed by English law to which it is a party including, without limitation, all present and future claims, causes of action, payments and proceeds in respect thereof (the Issuer Security).

The Issuer Security will be held on trust by the Security Trustee for itself and for the benefit of the Secured Creditors in accordance with and subject to the English Law Security Agreement and the STID.

Enforcement of the Issuer Security

The Security Trustee will be entitled to enforce the Issuer Security at an time after an Event of Default that is continuing, subject to the provisions of the STID and the Common Terms Agreement.

Governing law

The English Law Security Agreement will be governed by English law.

ACCOUNT BANK AGREEMENT

Pursuant to an account bank agreement to be entered into on or before the Issue Date between the Issuer, the Account Bank, the Account Operator and the Security Trustee (the Account Bank Agreement), the Account Bank will open the Accounts and the Account Operator will operate the Accounts on the terms and conditions set out in the Account Bank Agreement.

If the Account Bank fails to maintain the Required Rating then its shall resign and the Security Trustee (with the approval of the Issuer) will be required to appoint a successor account bank with the Required Rating and in accordance with the terms of the Account Bank Agreement. In the event that the Account Bank is replaced, the Account Operator shall automatically be replaced at the same time.

The Account Bank Agreement will be governed by English law.

PROJECT AGENT SERVICES AGREEMENT

Pursuant to a project agent services agreement to be entered into on or before the Issue Date between the Issuer, the Project Agent, the Bond Trustee and the Security Trustee (the Project Agent Services Agreement), the Issuer will appoint the Project Agent for and on behalf of the Bond Creditors to provide the Project Agent Services on the terms and conditions set out in the Project Agent Services Agreement.

Project Agent Services

The Project Agent Services will include the following:

(a) administering the Designated Website and publishing all Designated Information received from the Issuer on the Designated Website as soon as reasonably practicable following receipt thereof;

(b) reviewing all Designated Information received from the Issuer and confirming that it is in the form required pursuant to the Finance Documents;

(c) reviewing each Compliance Certificate provided in accordance with the terms of the Common Terms Agreement to confirm (i) all applicable ratios have been calculated, (ii) that the Assumptions are consistent with the Existing Assumptions, and (iii) whether any projections and forecasts are consistent with those contained in the Original Operating Financial Model (provided that the Project Agent shall have no obligation to verify the accuracy of any of the projections, assumptions or financial data used for such purposes);

(d) reviewing the Original Operating Financial Model delivered by the Issuer and may (in consultation with the Technical Adviser in respect of the Technical Assumptions) propose that any Assumption used by the Issuer be amended or any other change be made (and if a change is proposed, consult with the Issuer in good faith to agree such change);

(e) requesting that the Issuer update the Economic Assumptions contained in the Operating Financial Model;

(f) reviewing each Operating Financial Model and the certificate delivered by the Issuer to confirm the Assumptions, projections and forecasts are consistent with the Existing Assumptions, projections and forecasts that were the basis of the preceding Operating Financial Model (or if none, the Original Operating Financial Model) and notifying the Bond Creditors of any additions or amendments to the Assumptions, projections and forecasts through the Designated Website;

(g) proposing that any Assumption used by the Issuer be changed (in consultation with the Technical Adviser in respect of the Technical Assumptions), not later than 10 Business Days after receipt of the Operating Financial Model. The Project Agent shall consult with the Issuer in good faith to agree such proposed change;

(h) requesting that the Issuer supplies a certificate certifying that no Default is continuing;

(i) raising objections to the content of any Designated Report, and discussing in good faith with the Issuer any modifications to the Designated Report so that it is prepared in accordance with the terms of the Common Terms Agreement;

(j) raising objections or queries related to the proposed Construction Budget, and discussing in good faith with the Issuer any modifications to the proposed Construction Budget so that it is prepared in accordance with the terms of the Common Terms Agreement;

(k) raising objections or queries related to the proposed Operating Budget, and discussing in good faith with the Issuer any modifications to the proposed Operating Budget so that it is prepared in accordance with the terms of the Common Terms Agreement;

(l) at any time when a matter is referred to an Expert under the Common Terms Agreement, (after consultation with the Technical Adviser in respect of any Technical Assumptions), and with the consent of the Issuer, appointing an Expert in accordance with the Common Terms Agreement;

(m) acting reasonably and in consultation with the Bond Creditors, the Technical Adviser and the Issuer, determining the terms of reference for each appointed Expert;

(n) providing any appointed Expert with supporting evidence as directed by the Bond Creditors via a Project Agent Instruction think is appropriate, as well as any supporting evidence requested by the Expert;

(o) notifying the PBCE Provider of the identity of any proposed Expert to be appointed no less than 5 Business Days prior to it appointment;

(p) co-ordinating with the Issuer and the Technical Adviser to respond to queries raised by any Bond Creditors through the Designated Website or otherwise, and posting answers to such queries on the Designated Website;

(q) raising objections to the Reinstatement Plan, and consulting with the Issuer to agree the Reinstatement Plan;

(r) raising objections to a remedial plan in good faith, and shall consult with the Issuer to agree a remedial plan;

(s) requesting that the Technical Adviser determines whether or not a Funding Shortfall exists;

(t) on the basis of the information delivered to the Project Agent in accordance with Schedule 5 of the Common Terms Agreement:

(i) to the extent that any Payment Confirmation Notice confirms that there will be a Debt Service Shortfall on the next Payment Date, confirming the calculation of the Debt Service Shortfall; or

(ii) in the event the Issuer fails to deliver a Payment Confirmation Notice, determining whether there will be a Debt Service Shortfall on the next Payment Date;

The Project Agent shall confirm or reconfirm in writing to the PBCE Provider, the Bond Trustee and the Account Operator the amount of the Debt Service Shortfall by no later than 10.00a.m. (London time) on the day which is the 5th Business Day following the relevant Account Balance Determination Date.

(u) requesting that the Account Operator confirms the amounts standing to the credit of each of the Project Accounts;

(v) by no later than the day which is the 5th Business Day after any Payment Date following the commencement of the Availability Phase on which the PBCE Letter of Credit is drawn to pay Debt Service, delivering a Rebalancing Notice to the PBCE Provider, the Issuer and the Bond Trustee;

(w) if on the Payment Date referred to in paragraph (v) above:

(i) the BLCR is less than 1.10:1;

(ii) the PBCE Outstanding Balance exceeds the PBCE 3 Month Level; and/or

(iii) the PBCE Letter of Credit is being drawn for the fourth consecutive Payment Date,

confirming in the Rebalancing Notice that a PBCE Rebalancing Event occurred in respect of such Payment Date;

(x) in the event that a dispute is continuing in relation to any Assumptions or calculations relating to the BLCR level or the PBCE Rebalancing Historic DSCR level set out in the Rebalancing Notice which has not been finally determined by an Expert no later than the date which is the 25th Business Day prior to the next Payment Date, notifying the Bond Trustee and the Issuer in writing on such date that the PBCE Rebalancing shall be deferred until the next following Payment Date (provided that the dispute is determined at least 25 Business Days prior to the next following Payment Date (unless the dispute determines that no PBCE Rebalancing Event occurred));

(y) (i) co-ordinating with the Technical Adviser to verify the certifications provided by the Issuer prior to making any withdrawals from the Proceeds Account in respect of Construction Costs, Issuer Costs and Operating Costs, (ii) notifying the Account Operator that such amounts have been verified to the extent applicable to allow the Account Operator to make the transfer in accordance with the instructions of the Issuer;

(z) (i) act on the directions of the Insurance Adviser to approve any amendment to the required insurance and (ii) request that the Insurance Adviser request any information about the Insurances (or as to any matter relevant to the Insurances) as may be required (acting reasonably);

(aa) in respect of any STID Proposal delivered by the Issuer, within 5 Business Days of the date of delivery of the STID Proposal to the Bond Creditors, notifying the Issuer and the Bond Creditors if the matter has been incorrectly categorised as a Discretion Matter, Ordinary Voting Matter or Extraordinary Voting Matter, as the case may be, within 5 Business Days of receipt of the STID Proposal; and

(bb) (i) asking the Issuer to provide any further information relating to an Issuer Discretion Matter as is requested by the Bond Creditors; (ii) raising any objections as to whether a right constitutes an Issuer Discretion Matter within 5 Business Days of receipt of the notice of the proposed right or determination; and (iii) if the Project

Agent notifies the Issuer within 5 Business Days of receipt of the notice that it does not consider the right or determination to constitute an Issuer Discretion Matter, consulting with the Issuer for a period of 5 Business Days or such longer period as may be agreed between the Project Agent and the Issuer.

Assumptions means the Economic Assumptions and the Technical Assumptions.

Economic Assumptions means assumptions as to the following matters which are used in the preparation of the Operating Financial Model and which, together with the Technical Assumptions, are used as inputs in the Operating Financial Model:

(a) inflation rates;

(b) corporation tax rate;

(c) VAT rate;

(d) deposit interest rates applicable on the Project Accounts; and

(e) the Issuer’s accounting policies,

Existing Assumptions means the Assumptions that were the basis of the most recent Operating Financial Model delivered by the Issuer pursuant to the Common Terms Agreement.

Technical Assumptions means assumptions as to the following matters which are used in the preparation of the Operating Financial Model and which, together with the Economic Assumptions, are used as inputs in the Operating Financial Model:

(a) Project Revenues, including any deductions for penalty points under the DBFM Agreement;

(b) Issuer Costs (other than assumptions relating to insurance premiums, Taxes and costs and expenses of advisers other than the Technical Adviser);

(c) Operating Costs (including a breakdown between amounts payable under the DBFM Agreement, the Maintenance Contract (with a distinction between regular and lifecycle maintenance costs) and other Operating Costs, if any); and

(d) Construction Costs.

In raising any query or objection as set out in the Project Agent Services, the Project Agent may do so in its own discretion in relation to any manifest eror and shall do so on the basis of directions received from Bond Creditors acting in good faith and who represent, at least 10% of the Bond Creditor Debt, provided that the Project Agent receives such directions at least 24 hours prior to the deadline by which the Project Agent is entitled to raise objections in accordance with the Project Agent Services Agreement in the form of a “Project Agent Instruction” available through the Designated Website.

In its dealings with the Bond Creditors, the Project Agent is entitled to rely upon a certification in writing from the relevant Bond Creditor as to its aggregate Bond Creditor Debt. In addition to the above, the Project Agent will also perform any other duties which the Bond Creditors or the Bond Trustee request the Project Agent to undertake in connection with verification of information received under the Finance Documents and co-ordination with the Issuer, the Technical Adviser and the Insurance Adviser in connection with the Project, provided that such duties are solely mechanical and administrative in nature.

Termination of appointment

The Project Agent’s appointment will be terminated 60 days after service upon the Project Agent of any express direction or written instruction from the Security Trustee acting pursuant to an Ordinary Voting Matter, provided that a successor for the Project Agent is appointed in accordance with the provisions of the Project Agent Services Agreement.

Governing law

The Project Agent Services Agreement will be governed by English law.

PAYING AGENCY AGREEMENT

Pursuant to the Paying Agency Agreement to be entered into on the Issue Date between, inter alia, the Issuer, the Bond Trustee and the Principal Paying Agent, provision will be made for, inter alia, payment of principal, interest and Make Whole Amounts (if any) in respect of the Bonds. The Principal Paying Agent will also provide the domiciliary agent services.

The Paying Agency Agreement will be governed by English law.

BELGIAN LAW SECURITY DOCUMENTS

Overview

The following Security Documents, expressed to be governed by Belgian law, will be entered into on the Issue Date:

● Receivables, Accounts and Securities Pledge: a receivables, accounts and securities pledge agreement between the Issuer as pledgor, the Security Trustee as pledgee, Deutsche Bank AG, Brussels Branch as Account Bank and Deutsche Bank AG, London Branch as Account Operator;

● Subordinated Debt Receivables Pledge: a receivables pledge agreement in respect of receivables in connection with the Subordinated Finance Documents with the Issuer between DG Infra+ NV, Ondernemingen Jan De Nul NV, Algemene Aannemingen Van Laere NV, Franki Construct NV, Asfalt-, Wegenis- en Bouwwerken NV, Aclagro NV and Inframan NV (together the "Holdco's Shareholders") and Via-Invest as pledgors, the Security Trustee as pledgee and the Issuer; and

● Issuer Share Pledge: a share pledge agreement in respect of the shares held by HoldCo and Via-Invest in the Issuer between HoldCo and Via-Invest as pledgors and the Security Trustee as pledgee,

together the Belgian Pledge Agreements.

● Authority Pledge: a receivables and account pledge agreement between the Issuer as pledgor and the Authority as pledgee.

Beneficiary

The Receivables, Accounts and Securities Pledge will be granted by the Issuer to the Security Trustee, acting (i) as creditor in its own name and for its own account under the Belgian Parallel Debt pursuant to Clause 3.6 of the Common Terms Agreement, and (ii) as security trustee for itself and for the account of the Secured Creditors pursuant to Article 5 of the Law of 15 December 2004 on Financial Collateral.

The Subordinated Debt Receivables Pledge will be granted by the HoldCo Shareholders and Via-Invest to the Security Trustee, acting (i) as creditor in its own name and for its own account under the Belgian Parallel Debt pursuant to Clause 3.6 of the Common Terms Agreement, and (ii) as Security Trustee for itself and for the account of the Secured Creditors referred to below.

The Issuer Share Pledge will be granted by HoldCo and Via-Invest to the Security Trustee, acting as security trustee for itself and for the account of the Secured Creditors pursuant to Article 5 of the Law of 15 December 2004 on Financial Collateral.

The Authority Pledge will be granted by the Issuer to the Authority.

Secured Liabilities

Each of the Belgian Pledge Agreements will be granted to the Security Trustee as security for the due performance of the Secured Liabilities. The pledges created under the Belgian Pledge Agreements constitute continuing security for the due performance of the Secured Liabilities and shall remain in force until expressly released in accordance with the Finance Documents.

The Authority Pledge will be granted to the Authority as security for the due performance by the Issuer of its obligation to apply any amount received under the Insurances to the repair of damage to insured assets in accordance with the

relevant provisions of the DBFM Direct Agreement. The pledge created under the Authority Pledge constitutes continuing security for the due performance of such secured liabilities and shall remain in force until expressly released in accordance with the relevant provisions of the Authority Pledge Agreement.

Pledged Assets

Receivables, Accounts and Securities Pledge

The Receivables, Accounts and Securities Pledge will create a pledge over:

(a) the Project Accounts other than the Distributions Account (the Pledged Accounts);

(b) any future book-entry securities and other book-entry financial instruments of the Issuer from time to time credited to a securities account (and the associated cash account) to be opened by the Pledgor and all the entitlements, rights, title and interest of the Issuer in and to such securities and financial instruments (the Pledged Securities);

(c) all amounts received by the Issuer in respect of the securities and financial instruments mentioned under (b) above, whether by way of interest, principal, premium, dividend, return of capital or otherwise, and whether in cash or in kind (the Distributions ); and

(d) all the Issuer's present or future, actual or contingent, rights as creditor or co-creditor, whether subordinated or not, in relation to a debtor for the payment of any amount (including repayment of principal, payment of interest, default interest, commissions, expenses, costs, indemnities and payment of any other amounts), supply of goods or services or otherwise (together with, to the largest extent permitted by law, any accessory rights, claims or actions, including any security interests, rights of recourse or subrogation, under whatever law, attaching or in relation to such rights or granted to the Issuer as security for such rights) under and in connection with any agreement or other legal relationship with that debtor, including any of the following (the Pledged Receivables):

(i) Project Documents and Direct Agreements - all sums owing to the Issuer from any counterparty under the Project Documents and the Direct Agreements;

(ii) Equity Documents - all sums owing to the Issuer from any counterparty under the Equity Documents, including without limitation, any sums in connection with capital subscribed to but not yet paid up and any sums under the Subordinated Finance Documents;

(iii) Pledged Accounts - the balance from time to time (being any cash (espèces / contanten) within the meaning of Article 3.2 of the Law of 15 December 2004 on financial collateral), and as the case may be any closing balance or the final closing balance, of all Pledged Accounts, as well as all other amounts owing to the Issuer in respect of the Pledged Accounts, whether by way of interest or otherwise;

(iv) Insurances - all sums owing to the Issuer from any insurance company on account of any insurance policy, whether as insurance indemnities, refunds of premium or otherwise (the Insurance Receivables);

(v) Guarantees and bonds - all sums owing to the Issuer under any bond, suretyship (cautionnement/borgstelling), bank guarantee, parent company guarantee or letter of credit issued in favour of the Issuer in connection with the Bonds and/or the Project, including without limitation the PBCE Letter of Credit, the EPC Support Instruments and the MTC Support Instruments;

(vi) PBCE Letter of Credit. All sums drawn by the Bond Trustee under the PBCE Letter of Credit on the instructions of the Pledgor subject to and in accordance with the PBCE Letter of Credit and PBCE Agreement.

(vii) VAT invoices - all sums owing to the Issuer in connection with any person which, pursuant to applicable VAT legislation, must give rise to the issuance of an invoice;

(viii) VAT current account - the balance from time to time, and as the case may be the final closing balance, of the current account of the Issuer with the VAT authorities;

(ix) Tax refunds - all sums owing to the Issuer from any tax authorities in connection with refunds of tax prepayments, creditable withholding taxes, or other taxes or social security contributions; and

(x) Other receivables - all sums owing to the Issuer (i) from any debtor under or in connection with trade receivables, (ii) from any Authority or other public or private entities or persons under or in connection with any use right or any other authorisations, permits, licences, subsidies or otherwise, or (iii) under or in connection with any Authorised Investments.

The Issuer shall notify by registered mail the debtors of the fact that the receivables mentioned under paragraphs (i), (ii), (iv), (v) and (vi) owing from them have been pledged to the Security Trustee.

The Account Bank and the Account Operator will acknowledge the pledge over the Pledged Accounts and will further acknowledge and agree that it is not entitled to, and undertakes not to, claim or exercise any lien, right of set-off, combination of accounts or other remedy or security with respect to amounts standing to the credit of the Pledged Accounts or transfer any sum standing to the credit of or to be credited to the Pledged Accounts held with it in or towards satisfaction of any liabilities of the Issuer, the Security Trustee or any other person to the Account Bank or the Account Operator.

Subordinated Debt Receivables Pledge

The Subordinated Debt Receivables Pledge will create a pledge over all the HoldCo's Shareholders' and Via-Invest's present or future, actual or contingent, rights as creditor or co-creditor, whether subordinated or not, in relation to the Issuer for the payment of any amount (including repayment of principal, payment of interest, default interest, commissions, expenses, costs, indemnities and payment of any other amounts) or otherwise (together with, to the largest extent permitted by law, any accessory rights, claims or actions, including any security interests, rights of recourse or subrogation, under whatever law, attaching or in relation to such rights or granted to the HoldCo's Shareholders as security for such rights) under and in connection with all sums owing to the HoldCo's Shareholders from the Issuer under the Subordinated Finance Documents.

The Issuer will acknowledge the Subordinated Debt Receivables Pledge.

Issuer Share Pledge

The Issuer Share Pledge will create a pledge over all of the shares held by HoldCo and Via-Invest in the Issuer representing 100% of the Issuer's share capital and any other shares in the Issuer that HoldCo may acquire in the future, together with any present or future rights attached thereto, cash distributions, including dividends, redemption or sale proceeds (unless resulting from a permitted transaction under the Finance Documents), or any other values, securities, rights or property received in respect of such shares or any current or future options or warrants acquired in relation to the capital of the Issuer (including any shares obtained by exercising subscription rights to which the shares or the future shares are entitled) (the Pledged Shares).

The Issuer Share Pledge will be recorded in the Issuer's share register.

Authority Pledge

The Authority Pledge will create a pledge over the Insurances Proceeds Account and the Insurance Receivables.

The Account Bank and the Account Operator will acknowledge the Authority Pledge.

The Issuer shall notify by registered mail the debtors of the fact that the Insurance Receivables owing from them have been pledged to the Authority.

Ranking

The Receivables, Accounts and Receivables Pledge will constitute a first ranking pledge over the Pledged Accounts, the Pledged Securities, the Distributions and the Pledged Receivables, other than the Insurance Proceeds Account and the Insurance Receivables, and will constitute a pledge over the Insurance Proceeds Account and the Insurance Receivables, ranking in priority immediately behind the Authority Pledge.

The Subordinated Debt Receivables Pledge will constitute a first ranking pledge over the pledged assets purported to be pledged thereunder.

The Issuer Share Pledge will constitute a first ranking pledge over the Pledged Shares.

The Authority Pledge will constitute a first ranking pledge over the Insurance Proceeds Account and the Insurance Receivables.

Use of Pledged Accounts

Under the Receivables, Accounts and Securities Pledge

Prior to the occurrence of an Enforcement Event, the Issuer shall operate the pledged accounts in accordance with the Account Bank Agreement and the Finance Documents.

Subject to any rights of the Authority in relation to the Insurance Proceeds Account and the Insurances Receivables pursuant to the Authority Pledge, upon the occurrence of an Enforcement Event and for so long as such event shall be continuing: (i) the authorisation to operate the Pledged Accounts is automatically revoked and the Pledged Accounts shall be operated in accordance with paragraph (l) of Clause 5.4 of the Account Bank Agreement, and (ii) any credit balance of the Pledged Accounts may only be discharged by payment to the Security Trustee, in accordance with Article 3 of the Law of 5 May 1872 on commercial pledges and Article 9 §1 of the Law of 15 December 2004 on financial collateral, and no amount may be withdrawn or transferred from the Pledged Accounts by or to any other person without the Security Trustee's prior written consent, and the Security Trustee shall be entitled to apply all or part of the credit balance of the Pledged Accounts against the Secured Liabilities.

Under the Authority Pledge

Prior to the occurrence of a default, the Issuer shall operate the Insurance Proceeds Account in accordance with the Account Bank Agreement and the DBFM Direct Agreement.

Upon the occurrence of a default: (i) the authorisation to operate the Insurance Proceeds Account is automatically revoked, (ii) no amount may be withdrawn or transferred from the Insurance Proceeds Account without the Authority's prior written consent, and (iii) any closing balance of the Insurance Proceeds Account may only be discharged by payment to the Authority.

Collection of Pledged Receivables

Under the Receivables, Accounts and Securities Pledge

As long as no Enforcement Event shall have occurred, the Issuer shall be free to collect and deal with all amounts due under the Pledged Receivables in accordance with the Transaction Documents.

Subject to any rights of the Authority in relation to the Insurance Proceeds Account and the Insurance Receivables pursuant to the Authority Pledge, upon the occurrence of an Enforcement Event and for so long as such event shall be continuing:

(a) the authorisation to collect and deal with all amounts due under the pledged receivables is automatically revoked; and

(b) pledged receivables may only be discharged by payment to the Security Trustee; any principal amount, interest or other moneys pledged which may be received by the Issuer shall be held in the name and for the account of the Security Trustee and paid or delivered to the Security Trustee for application against the Secured Liabilities; and

(c) the Issuer gives an irrevocable mandate to the Security Trustee to take all steps with a view to collect any principal amount, interest or other monies in respect of the pledged receivables, and in particular to instruct each debtor to pay by way of transfer to an account specified for that purpose by the Security Trustee, to give notice (ingebrekestelling/mise en demeure), to take judicial proceedings and to exercise all other rights of the Issuer in connection with its pledged receivables.

Under the Authority Pledge

As long as no default shall have occurred, the Issuer shall be free to collect and deal with all amounts due under the Insurance Receivables in accordance with the DBFM Agreement and the DBFM Direct Agreement.

Upon the occurrence of a default:

(a) the authorisation to collect and deal with all amounts due under the Insurance Receivables is automatically revoked; and

(b) the Insurance Recevables may only be discharged by payment to the Authority; any principal amount or interest which may be received by the Issuer shall be held in the name and for the account of the Authority and paid or delivered to the Authority for application against the secured obligations; and

(c) the Issuer gives an irrevocable mandate to the Authority to take all steps with a view to collect any amount in respect of the Insurance Receivables, and in particular to instruct each debtor to pay by way of transfer to an account specified for that purpose by the Authority, to give notice (ingebrekestelling/mise en demeure), to take judicial proceedings and to exercise all other rights of the Issuer in connection with its Insurance Receivables.

Rights Attached to the Pledged Securities

Subscription, voting and other rights

Prior to the occurrence of an Enforcement Event, the Security Trustee will allow the Issuer to exercise all subscription, voting and other rights with respect to the Pledged Securities in a manner which does not cause an Event of Default to occur.

If an Enforcement Event has occurred and is continuing, the authorisation referred to in the paragraph above will be revoked and the Issuer must exercise all subscription, voting and other rights with respect to the Pledged Securities in accordance with the Security Trustee's instructions unless the Security Trustee confirms that it will not give such instructions. For this purpose, the Issuer must request the Security Trustee's instructions promptly.

Distributions

Prior to the occurrence of an Enforcement Event, all Distributions shall be paid to the Issuer, to the extent allowed by and made in accordance with the Finance Documents.

All Distributions made (i) upon the occurrence of an Enforcement Event and at any time as such event shall be continuing, or (ii) in circumstances in which such is not permitted by the Finance Documents, shall be paid exclusively to the Security Trustee which shall apply the same towards the Secured Liabilities.

Rights Attached to the Pledged Shares

Cash and non-cash return on the shares

Prior to the occurrence of an Enforcement Event, all dividends and any other cash return (whether in the form of repayment of capital or otherwise) on the Pledged Shares shall be paid to HoldCo and Via-Invest, to the extent allowed by and made in accordance with the Finance Documents.

All dividends and any other cash return on the Pledged Shares declared (i) upon the occurrence of an Enforcement Event and at any time as such event shall be continuing, or (ii) in circumstances in which such declaration is not permitted by the Finance Documents, shall be paid exclusively to the Security Trustee which shall apply the same towards the Secured Liabilities.

Any return on the Pledged Shares other than a cash return, irrespective of whether in the form of dividend shares, bonus shares, shares allocated on the occasion of a partial scission or otherwise, shall be delivered (to hold the same in pledge in accordance with the terms of the Issuer Share Pledge) exclusively to the Security Trustee and shall be part of the Pledged Shares.

Voting rights

Until the occurrence of an Enforcement Event, HoldCo and Via-Invest shall be entitled to exercise all voting rights on the Pledged Shares. Each of HoldCo and Via-Invest shall exercise its voting rights in respect of the Pledged Shares in a

manner (i) which does not adversely affect the validity or enforceability of the pledge, (ii) which does not prejudice the interests of the Security Trustee, and (iii) which does not cause a Default to occur.

Upon the occurrence of an Enforcement Event and at any time as such event shall be continuing, each of HoldCo and Via-Invest (i) shall cast the votes attaching to the Pledged Shares in accordance with the Security Trustee's instructions, provided however that the Security Trustee’s instructions shall not be in violation of any duties, fiduciary or other, which HoldCo or Via-Invest may have as holder of the Pledged Shares, and (ii) shall not, unless with the Security Trustee’s prior consent, waive the right (whether statutory or in accordance with the relevant company's articles of association) to any notice period in respect of the convening of shareholders' meetings of the Issuer.

Subscription rights

Unless agreed otherwise by the Security Trustee, each of HoldCo and Via-Invest shall exercise all subscription rights to which the Pledged Shares may be entitled. The shares resulting from the exercise of any such right shall be held in pledge by the Security Trustee as collateral for the Secured Liabilities.

Enforcement

Receivables, Accounts and Securities Pledge:

Upon the occurrence of an Enforcement Event and for so long as such event shall be continuing, the Security Trustee shall be entitled:

(a) to enforce the Receivables, Accounts and Securities Pledge in accordance with the laws and regulations applicable at such time of enforcement;

(b) to exercise all or any of its rights and remedies and may act generally in relation to the Pledged Assets in such manner as it shall reasonably determine; and

(c) in accordance with Article 9 of the Law of 15 December 2004 on financial collateral, to impute (imputer/toerekenen) the receivables in relation to the Pledged Accounts to the Secured Liabilities. For the purpose of this imputation, the value of a receivable will be equal to the credit balance of the Pledged Account at the time of such imputation,

but always (i) in accordance with the terms of the Finance Documents, (ii) pursuant to the instructions given to the Security Trustee by the Secured Creditors under the terms of the STID, and (iii) in accordance with applicable law.

Subordinated Debt Receivables Pledge:


(a) to enforce the Subordinated Debt Receivables Pledge in accordance with the laws and regulations applicable at such time of enforcement; and

(b) to exercise all or any of its rights and remedies and may act generally in relation to the Pledged Assets in such manner as it shall reasonably determine,


Issuer Share Pledge


(a) to enforce the Issuer Share Pledge in accordance with the laws and regulations applicable at such time of enforcement, and in particular:

(i) sell the Pledged Shares or any party thereof in accordance with Article 8,§1 of the Law of 15 December 2004 on financial collateral; or

(ii) appropriate the Pledged Shares or any part thereof in accordance with Article 8,§2 of the Law of 15 December 2004 on financial collateral and the valuation method provided in the Share Pledge Agreement;

it being agreed that, upon enforcement, (A) only the entirety of the Pledged Shares can be sold or appropriated, as applicable, or (B) in case a part of the Pledged Shares is sold or appropriated, as applicable, such part will represent the Pledged Shares of both HoldCo and Via-Invest pro rata their shareholding;

(b) to exercise all or any of its rights and remedies and may act generally in relation to the Pledged Shares in such manner as it shall reasonably determine,


Authority Pledge

Upon the occurrence of a default, the Authority shall be entitled:

(a) to enforce the Authority Pledge in accordance with the laws and regulations applicable at such time of enforcement; and

(b) to exercise all or any of its rights and remedies and may act generally in relation to the Insurance Proceeds Account and the Insurance Receivables in such manner as it shall reasonably determine.

Application of Proceeds

All moneys received under the Belgian Pledge Agreements shall be applied in accordance with the STID.

All proceeds received by the Authority under the Authority Pledge shall be applied exclusively to the repair of any damage to the insured assets (in accordance with the DBFM Direct Agreement) or otherwise against the secured obligations, without prejudice to the right of the Authority to claim any shortfall from the Issuer.

DESCRIPTION OF THE PBCE PROVIDER

Establishment and status

EIB is an autonomous public institution established by the Treaty on the Functioning of the European Union, as amended and supplemented from time to time (the Treaty). EIB’s capital is subscribed by the member states (the Member States and each a Member State) of the European Union (the EU). EIB is situated at 98-100, boulevard Konrad Adenauer, L-2950 Luxembourg, Grand Duchy of Luxembourg.

EIB is separate from the EU institutions and it has its own governing bodies, sources of revenues and financial operations and is solely responsible for its indebtedness. EIB is governed by the provisions of the Treaty, the Statute of EIB, as amended, which is annexed as a protocol to the Treaty (the Statute), and the Protocol on the Privileges and Immunities of the European Union.

Purpose

EIB grants finance in the EU and outside the EU, in particular in the form of loans and guarantees for investments.

Legal Status

EIB has a legal personality and possesses in each Member State the most extensive legal capacity accorded to legal persons under the laws of each such Member State. It may acquire and transfer property and sue and be sued in its own name.

The Treaty provides that the Court of Justice of the European Union (the Court of Justice) has exclusive jurisdiction in certain cases involving the fulfilment by Member States of their obligations under the Statute and the lawfulness of measures adopted by the board of governors and EIB’s board of directors. Subject to the foregoing exclusive jurisdiction of the Court of Justice, any litigation between EIB and its creditors or debtors, including claims based on guarantees made by Member States, may be determined by competent national courts. The property and assets of the EIB within the Member States are not, except by judicial decision and with the authorisation of the Court of Justice, subject to attachment or to seizure by way of execution.

DESCRIPTION OF THE PBCE LETTER OF CREDIT

The description of the PBCE Letter of Credit set out below is a summary of certain features of the PBCE Agreement and the PBCE Letter of Credit and is qualified in its entirety by reference to the detailed provisions of those documents.

Purpose and scope of the PBCE Letter of Credit

Pursuant to the terms of the PBCE Agreement, EIB as PBCE Provider will (subject to the satisfaction of customary conditions precedent) agree to issue on the Issue Date the PBCE Letter of Credit, in an amount equal to the PBCE Maximum Balance, in favour of the Bond Trustee. The PBCE Letter of Credit is not a guarantee; it as a form of credit enhancement for the Bonds and PP Notes and (in certain circumstances) in order to cover a PBCE Funding Shortfall in relation to the Project during the Construction Phase. Pursuant to the terms of the PBCE Agreement, the Issuer will agree to indemnify the PBCE Provider in respect of, among other things, the reimbursement of any drawings made under the PBCE Letter of Credit. Once issued, the PBCE Letter of Credit is irrevocable, and is subject to the International Standby Practices (ISP 98).

Circumstances in which the PBCE Letter of Credit may be drawn

The PBCE Letter of Credit may be drawn by the Bond Trustee up to the PBCE Available Amount in the following circumstances:

● PBCE Funding Shortfall Date: if the Issuer identifies a PBCE Funding Shortfall on or before the PBCE Longstop Date, and:

(i) provides certification to the PBCE Provider pursuant to Clause 1.2 of Part B of Schedule 5 (Project Accounts and Cash Management) of the Common Terms Agreement (including, among other things, a certificate from the Technical Adviser, that if the PBCE Letter of Credit is drawn to meet the PBCE Funding Shortfall, the Technical Adviser reasonably believes that the Completion Date should be achieved by the PBCE Longstop Date) the PBCE Letter of Credit may be drawn by the Bond Trustee on the instructions of the Issuer to meet the PBCE Funding Shortfall in accordance with Part B of Schedule 5 (Project Accounts and Cash Management) of the Common Terms Agreement; and

(ii) provides certification to the PBCE Provider pursuant to Clause 1.10 of Part C of Schedule 5 (Project Accounts and Cash Management) of the Common Terms Agreement, then the PBCE Letter of Credit may be drawn by the Bond Trustee in respect of Debt Service in accordance with Part C of Schedule 5 (Project Accounts and Cash Management) of the Common Terms Agreement.

● Debt Service: the PBCE Letter of Credit may be drawn in respect of any Payment Date to fund Debt Service:

(i) on the Bonds that have been purchased, from time to time, by the Bond Purchasers, any Relevant Investors or by any other purchaser pursuant to the Bond Purchase Agreement in accordance with the Conditions; and

(ii) on the Principal Amount Outstanding of the PP Notes in accordance with the PP Note Conditions.

● PBCE Rebalancing: the PBCE Letter of Credit may be drawn during the Availability Phase to meet payment of mandatory partial redemption amounts (excluding any make whole amounts, costs or indemnities associated therewith) in respect of the Bonds and PP Notes as a result of the occurrence of a PBCE Rebalancing Event under Condition 4.5 (Mandatory Redemption – PBCE Rebalancing Event) and under PP Note Condition 5.6 (Mandatory Redemption – PBCE Rebalancing Event) in each case in accordance with the procedure set out in Part D of Schedule 5 (Project Accounts and Cash Management) to the Common Terms Agreement, provided that:

(i) the PBCE Rebalancing will take place on a PBCE Rebalancing Date;

(ii) the PBCE Letter of Credit can only be drawn by the Bond Trustee on one occasion during the term of the PBCE Letter of Credit as a result of a PBCE Rebalancing Event; and

(iii) the PBCE Letter of Credit may not be drawn in respect of a PBCE Rebalancing Event if the Bonds or the PP Notes have been accelerated in accordance with the STID, the Conditions and the PP Note Conditions.

● Accelerated Payments: following acceleration of the Bonds under Condition 8 (Events of Default) and the PP Notes under PP Note Condition 9 (Events of Default), and provided no PBCE Rebalancing has occurred, at any time:

(i) prior to the Security Trustee confirming to the PBCE Provider that:

(A) the Issuer has received all amounts of compensation payable by the Authority under the DBFM Agreement in accordance with, as the case may be, Appendices 9 (Compensation in the case of Supervening Events) and 10 (Compensation in the event of Early Termination) of the DBFM Agreement; and

(B) the process of enforcement of the Transaction Security has been completed and the Security Trustee expects there will be no further realisation proceeds,

the PBCE Letter of Credit may be drawn to fund Debt Service in accordance with the scheduled payments of principal and interest on the Principal Amount Outstanding of the Bonds and the Principal Amount Outstanding of the PP Notes, as further described in the PBCE Letter of Credit; and

(ii) after the Security Trustee has confirmed to the PBCE Provider that the events mentioned in sub-paragraph (i) of this section “Accelerated Payments” have occurred, the PBCE Letter of Credit may be drawn to meet payment of amounts due in respect of interest and principal under Condition 8 (Events of Default) and PP Note Condition 9 (Events of Default) (excluding any make whole amounts, costs or indemnities associated therewith) due upon acceleration of the Bonds and the PP Notes in accordance with the priority of payments, or application thereof, as set out in Clause 11 (Application of Proceeds) of the STID.

Procedure for drawing and application of funds

The Bond Trustee may request a utilisation of the PBCE Letter of Credit by presenting a Notice of Demand (as defined in the PBCE Letter of Credit) to the PBCE Provider in accordance with the procedure set out in Part B to Part E of Schedule 5 (Project Accounts and Cash Management) of the Common Terms Agreement. The Notice of Demand shall be accompanied by certain documentary conditions precedent evidencing the occurrence of the facts and circumstances giving rise to the Bond Trustee’s entitlement to draw on the PBCE Letter of Credit.

The Bond Trustee is required to apply amounts drawn under the PBCE Letter of Credit in the following manner:

● PBCE Funding Shortfall: if the PBCE Letter of Credit is drawn to fund a PBCE Funding Shortfall in the circumstances described above, subject to certain conditions, including the Technical Adviser reasonably believing that the Completion Date should be achieved on or before the PBCE Longstop Date, the Bond Trustee shall transfer (or procure the transfer) of the relevant funds to the Proceeds Account.

● Other circumstances: if the PBCE Letter of Credit is drawn in any other circumstances, the Bond Trustee shall transfer (or procure the transfer) of the relevant funds to the account of the Principal Paying Agent for payment to Bondholders and to the account of the Bond Trustee or to its order for payment to the PP Noteholders.

Any amounts drawn by the Bond Trustee further to “Other Circumstances” above shall be applied by the Bond Trustee for payment to the Bondholders and the PP Noteholders pro rata in accordance with the respective amount of Bonds purchased by the Bond Purchasers and any Relevant Investor or by any other purchaser pursuant to the Bond Purchase Agreement, and the Principal Amount Outstanding in relation to the PP Notes.

Outstanding principal amount of the PBCE Letter of Credit

The PBCE Letter of Credit will be issued with an initial maximum balance of €115,580,000 which shall be subject to scheduled amortisation during the lifetime of the Bonds as set out in Schedule 4 (PBCE Maximum Balance) of the PBCE Agreement and as amended and updated by the PBCE Provider in accordance with the PBCE Agreement, provided that, the PBCE Maximum Balance shall be at any date:

(a) prior to the Completion Date, an amount equal to €115,580,000; and

(b) from and including the Completion Date, an amount equal to 10 per cent of the aggregate of:

(i) the original face value of the Bonds that have been purchased, from time to time, by the Bond Purchasers, by any Relevant Investors, or by any other purchaser pursuant to Clause 9 (Remarketing) of the Bond Purchase Agreement; and

(ii) in relation to any PP Notes, the principal amount paid up on the Issue Date plus any amounts paid up on the PP Notes in accordance with the PP Note Conditions;

less, an amount equal to,

(iii) any Amortisation Amount paid in respect of the redemption of Bonds pursuant to Condition 4.2 (Scheduled Redemption) and PP Notes pursuant to PP Note Condition 5.2 (Scheduled Redemption);

(iv) any other repayment of principal to the holders of the Bonds and including any redemption of such Bonds; and

(v) any other repayment of principal made to the holders of the PP Notes and including any redemption of such PP Notes, from time to time,

provided that, from and including the Completion Date, the PBCE Maximum Balance shall not exceed an amount equal to €57,790,000.

The total balance of the PBCE Letter of Credit available to be drawn by the Bond Trustee (the PBCE Available Amount):

will be an amount equal to the PBCE Maximum Balance as at the relevant date,

less

any amounts drawn, as at the relevant date, under the PBCE Letter of Credit;

and after adding back:

any principal amounts which have been repaid or reimbursed by the Issuer pursuant to the PBCE Agreement,

provided that,

(i) all amounts of principal repaid or reimbursed in respect of amounts drawn under the PBCE Letter of Credit in order to fund a PBCE Rebalancing and subsequently repaid or reimbursed, shall only be credited to the PBCE Available Amount for the purposes of a subsequent drawing under the PBCE Letter of Credit to fund Debt Service, and in such case any PBCE Available Amount shall not be available for any other purpose (and if, following a PBCE Rebalancing, there is an acceleration under Condition 8 (Events of Default) in respect of the Bonds and under PP Note Condition 9 (Events of Default) in respect of the PP Notes, the PBCE Letter of Credit shall not be available to fund any amount, including with respect to Debt Service); and

(ii) any Capitalised Interest does not count as an amount drawn under the PBCE Letter of Credit and any Capitalised Interest that is repaid or reimbursed by the Issuer, from time to time, does not count as an amount in respect of principal repaid or reimbursed for the purposes of the PBCE Agreement.

The PBCE Provider shall be required to keep a balance of the PBCE Available Amount available for drawing from time to time, and to keep the Bond Trustee informed of any increase or decrease in the PBCE Available Amount in accordance with the PBCE Agreement.

Term and availability

The PBCE Letter of Credit will be available for drawing during the period from, and including, the Issue Date to, but excluding, the earlier of: (a) the Senior Discharge Date; (b) 20 March 2047 and (c) termination of the PBCE Letter of Credit in accordance with Clause 24 (Termination of PBCE Letter of Credit) of the STID.

Subject to the presentation of a valid Notice of Demand in accordance with “Procedure for drawing and application of funds” above, the PBCE Letter of Credit may be drawn for the purposes summarised above and as set out in more detail in the PBCE Agreement.

Reimbursement of the PBCE Provider and Subordination of the PBCE Provider’s claims

Pursuant to the terms of the PBCE Agreement, the Issuer has agreed that it will immediately reimburse the PBCE Provider for all amounts paid by the PBCE Provider under the PBCE Letter of Credit, together with certain charges, fees, costs and expenses incurred by the PBCE Provider.

Pursuant to the terms of the STID, the PBCE Provider’s entitlement to be reimbursed by the Issuer is subordinated to the claims of Bondholders against the Issuer, at all times both prior to and following the enforcement of Transaction Security see “Description of the Finance Documents – STID”.

The PBCE Provider’s right to reimbursement of any third party fees, costs and expenses incurred by the PBCE Provider in the administration, enforcement, defence or preservation of any rights in respect of the Transaction Documents and the PBCE Documents will rank ahead of payments of interest in respect of the Bonds and the PP Notes, and pro rata and pari passu with the fees, costs and expenses of the Bond Custodian, the Paying Agents, the Project Agent, the Account Operator and the Account Bank.

Governing law

The PBCE Letter of Credit and the PBCE Agreement are governed by English law.

CONDITIONS OF THE BONDS

The following are the terms and conditions of the Bonds in the form (subject to completion and amendment) in which they will be set out in the Bond Trust Deed. These terms and conditions include summaries of, and are subject to, the detailed provisions of, the Bond Trust Deed, the Paying Agency Agreement, the Security Documents and the other Finance Documents (each as defined below).

The €577,900,000 4.49 per cent. Secured Amortising Bonds due 2045 (the Bonds) of Via A11 NV (the Issuer) are constituted by a Bond Trust Deed dated 20 March 2014 (the Issue Date) (the Bond Trust Deed) made between the Issuer and Deutsche Trustee Company Limited (the Bond Trustee, which expression shall include its successor(s)) as trustee for the holders of the Bonds (the Bondholders). The Bond Trustee also acts as trustee for the holders (the PP Noteholders) of the €287,509,000 partly paid notes issued by the Issuer on the Issue Date (the PP Notes). The PP Notes and the Bonds are issued pursuant to a decision of the board of directors of the Issuer dated 17 March 2014.

The Bonds have the benefit (to the extent applicable) of an agency agreement (as amended, supplemented and/or restated from time to time, the Paying Agency Agreement) dated 20 March 2014 (to which, among others, the Issuer, the Bond Trustee, the Principal Paying Agent and the other Paying Agents are party). As used herein, each of Principal Paying Agent and Paying Agents means, in relation to the Bonds, the persons specified in the Paying Agency Agreement as the Principal Paying Agent and Paying Agents, respectively, and, in each case, any successor to such person in such capacity, and Paying Agents shall mean the Principal Paying Agent and any additional Paying Agents also appointed thereunder.

Pursuant to the terms of a bond purchase agreement dated on or around the Issue Date (the Bond Purchase Agreement) between the Issuer, European Investment Bank and Allianz Global Investors Europe GmbH and others (the Bond Purchasers) and Deutsche Bank AG, London Branch (the Lead Arranger), the Bonds have been issued on the Issue Date. A portion of the Bonds (the Initial Issue Bonds) were subscribed and paid for on the Issue Date by the Bond Purchasers at a purchase price equal to 100 per cent. of the principal amount of the Initial Issue Bonds. The remaining portion of the Bonds (the Forward Purchase Bonds) were subscribed and paid for on issue by the Lead Arranger at a purchase price equal to 100 per cent of the principal amount of the Forward Purchase Bonds (the Forward Purchase Price). On the Issue Date, the Forward Purchase Bonds were repurchased by the Issuer at the Forward Purchase Price and transferred to Deutsche Bank AG, London Branch (the Bond Custodian) to be held for and on behalf of the Issuer in accordance with the terms of a custody agreement dated the Issue Date between the Issuer and the Bond Custodian. Pursuant to the Bond Purchase Agreement, certain of the Bond Purchasers have agreed to purchase the Forward Purchase Bonds from the Issuer on each Bond Purchase Date at the purchase price equal to the amount set out in the Bond Purchase Agreement and otherwise in accordance with the terms of the Bond Purchase Agreement.

The Bondholders will have the benefit of the following security (together, the Transaction Security) granted by, the Issuer, Via Brugge NV (HoldCo) and Via-Invest Vlaanderen NV (Via-Invest) in favour of Deutsche Trustee Company Limited as security trustee (Security Trustee, which expression shall include its successors for the time being):

(a) security granted by the Issuer pursuant to the Issuer Security Documents over its rights in respect of the Transaction Documents to which it is a party, its rights over its receivables and credit rights deriving from its bank accounts and other rights as referred to in the Issuer Security Documents; and

(b) security granted by HoldCo and Via-Invest over their shares held in the Issuer.

In accordance with a security trust and intercreditor deed (the STID) entered into on the Issue Date by, inter alios, Holdco, the Issuer, the Shareholders, the Shareholder Lenders, the Security Trustee, the Bond Trustee, the Bond Custodian, the PBCE Provider, the Bond Purchasers and the PP Noteholders, the Transaction Security will be held by the Security Trustee for itself and on behalf of the Bondholders, the PP Noteholders, the PBCE Provider, the Bond Purchasers, the Account Bank, the Account Operator, the Principal Paying Agent, each Paying Agent, the Bond Custodian and the Project Agent (together, the Secured Creditors).

The European Investment Bank (the PBCE Provider) has entered into a letter of credit and reimbursement deed (the PBCE Agreement) on the Issue Date pursuant to which it has agreed to provide a standby letter of credit as a form of subordinated credit enhancement instrument in relation to the PP Notes and the Bonds and to cover certain PBCE Funding Shortfalls in relation to the Project.

In accordance with the common terms agreement (the Common Terms Agreement) entered into on the Issue Date by, inter alios, the Issuer, the Bond Trustee, the Security Trustee, the PBCE Provider, the Project Agent, the Account Operator and the Account Bank, the Secured Creditors (including the Bond Trustee and the Security Trustee) have the benefit of common representations and covenants given by the Issuer.

The Bond Trust Deed, the Bonds (including these Conditions), the PP Notes, the Security Documents, the Paying Agency Agreement, the Bond Custody Agreement, the STID, the clearing services agreement between the Issuer, the Principal Paying Agent and the National Bank of Belgium (the Clearing Agreement), the master definitions agreement between, inter alios, the Issuer and the Bond Trustee to be dated the Issue Date (the Master Definitions Agreement), the account bank agreement between, inter alios, the Account Bank, the Account Operator, the Issuer and the Security Trustee (the Account Bank Agreement), the Project Agent Appointment Agreement, the PBCE Agreement, the PBCE Letter of Credit, each Direct Agreement, the PP Note Subscription Agreement and the Bond Purchase Agreement and any related document (each, if not defined above, as defined below or in the Master Definitions Agreement) are together referred to as the Finance Documents.

The Bondholders are subject to, have the benefit of, and are bound by the terms of the STID and the other Finance Documents.

Statements in these Conditions include summaries of, and are subject to, the detailed provisions of the Bond Trust Deed, the Common Terms Agreement, the STID and the other Finance Documents. Copies of the Finance Documents are available for inspection by the Bondholders during normal business hours at the specified offices of the Principal Paying Agent.

All capitalised terms used in these Conditions and not otherwise defined herein shall have the meanings given to them in the Master Definitions Agreement.

1. FORM , DENOMINATION AND TITLE

1.1 Form; Denomination

The Bonds are issued in dematerialised form with a principal amount of €100,000 per Bond.

The Bonds are issued in dematerialised form in accordance with Article 468 and following of the Belgian Code of Companies and are represented by a book-entry in the records of the X/N System operated by the National Bank of Belgium (the NBB) and will, save as provided below, be credited to the accounts held with the X/N System by Euroclear Bank SA/NV (Euroclear), Clearstream Banking S.A. (Clearstream, Luxembourg) or other X/N System participants for credit by Euroclear, Clearstream Luxembourg or other X/N System participants to the securities accounts of their subscribers.

The Bonds are accepted for clearance through the X/N System, and are accordingly subject to the applicable Belgian clearing regulations, including: the Belgian law of 6 August 1993 on transactions in certain securities, its implementing Belgian Royal Decrees of 26 May 1994 and 14 June 1994 and the rules of the X/N System and its annexes, as issued or modified by the NBB from time to time (the laws, decrees and rules mentioned in these Conditions, in each case as modified or replaced from time to time, being referred to herein as the NBB System Regulations).

Up to and including the final Bond Purchase Date the Bonds shall be credited to and held with the securities accounts of the relevant holders at Euroclear. Following the final Bond Purchase Date, the Bonds shall be eligible to be credited to securities accounts of the holders held with Euroclear and/or Clearstream, Luxembourg or other participants in the X/N System.

In these Conditions, X/N System means the settlement system operated by the NBB or any successor thereto.

1.2 Transfer of Bonds

Transfer of Bonds will be effected only through records maintained by the X/N System, Euroclear and Clearstream Luxembourg or other X/N System participants and in accordance with the applicable procedures of the X/N System, Euroclear and Clearstream, Luxembourg or other X/N System participants. Except as ordered by a court of competent jurisdiction or as required by law, the holder (as defined below) of any Bond shall be deemed to be and may be treated as its absolute owner for all purposes, whether or not it is overdue and regardless of any notice of ownership, trust or an interest in it and no person shall be liable for so treating the holder.

1.3 Definitions

In these Conditions, Bondholder and holder mean in respect of a Bond, the person evidenced as holding such Bond by the book entry records maintained by the X/N System, Euroclear and Clearstream, Luxembourg or other X/N System participants (in accordance with the applicable procedures of the X/N System, Euroclear and Clearstream, Luxembourg or other X/N System participants); and if, at any time, the Bonds are transferred to any other clearing system which is not exclusively operated by the NBB, these Conditions shall apply mutatis mutandis in respect of such Bonds.

2. STATUS AND SECURITY

2.1 Status

The Bonds are direct, secured and unconditional liabilities of the Issuer and will rank pari passu, without any preference among themselves and with the PP Notes.

2.2 Security

Subject to the provisions of the STID, the obligations of the Issuer under the Bonds and certain other obligations of the Issuer are secured pursuant to, inter alia̧ the Security Documents. The net proceeds of enforcement of the Transaction Security will be applied by the Security Trustee in accordance with the priority of payments set out in Clause 11 (Application of Proceeds) of the STID.

2.3 Common Terms Agreement

The Bond Trustee (on behalf of the Bondholders and the PP Noteholders) has the benefit of certain representations and covenants set out in the Common Terms Agreement.

2.4 Security Trust and Intercreditor Deed

The Bonds are subject to the STID, pursuant to which the exercise by the Bond Trustee of rights under the Bond Trust Deed and under the Bonds may in certain circumstances be directed by other parties to the STID. Bondholders are bound by, and deemed to have notice of, all the provisions of the STID.

2.5 Effect on Bondholders

The Bondholders are deemed to have notice of and are bound by all the provisions of the Security Documents, the Common Terms Agreement, the Bond Trust Deed, the Paying Agency Agreement and the other Finance Documents.

3. INTEREST

3.1 Interest Rate and Payment Dates

The Bonds bear interest from and including the Issue Date at the rate of 4.49 per cent. per annum (the Rate of Interest), payable:

(a) up to and including 31 March 2018, quarterly in arrear on 31 March, 30 June, 30 September and 31 December, with the first such date falling on 31 March 2014; and

(b) thereafter, from and including 30 September 2018, semi-annually in arrear on 31 March and 30 September in each year,

(each a Payment Date) subject as provided in Condition 5 (Payments).

Each Bond will (unless previously redeemed or purchased as provided in Condition 4 (Redemption and Purchase)), on each Payment Date (other than the first Payment Date) up to and including 31 March 2018, be entitled to receive an amount of interest equal to its pro rata share of the amount determined by applying the Rate of Interest to the Principal Amount Outstanding of the Bonds and dividing the product by four (with such pro rata amount being calculated per €100,000 in nominal amount of the Bonds and rounded down to the nearest cent). On the first Payment Date, each Bond will be entitled to receive an amount of interest equal to €135 per €100,000 denomination of each Bond.

Each Bond will (unless previously redeemed or purchased as provided in Condition 4 (Redemption and Purchase)), on each Payment Date from and including 30 September 2018 prior to the date on which the Bonds are redeemed in full, be entitled to receive an amount of interest equal to its pro rata share of the amount determined by applying the Rate of Interest to the Principal Amount Outstanding of the Bonds and dividing the product by two (with such pro rata amount being calculated per €100,000 in nominal amount of the Bonds and rounded down to the nearest cent).

3.2 Interest Accrual

Each Bond will cease to bear interest from and including its due date for redemption unless default is made in respect of payment of any interest, principal or Make-Whole Amount, in which event interest shall continue to accrue on such unpaid amount(s) of principal at a rate equal to the Rate of Interest plus two per cent. per annum until the earlier of (i) the day on which all sums due in respect of such Bond are recovered by or on behalf of the relevant Bondholders and (ii) the day which is seven days after the Principal Paying Agent or the Bond Trustee has notified the Bondholders that it has received all sums due in respect of the Bonds up to such seventh day except to the extent that there is any subsequent default in payment).

3.3 Calculation of Broken Interest

When interest is required to be calculated in respect of a period of less than a full Interest Period, it shall be calculated on the basis of (a) the actual number of days in the period from and including the date from which interest begins to accrue (the Accrual Date) to but excluding the date on which it falls due divided by (b) the actual number of days from and including the Accrual Date to but excluding the next following Payment Date multiplied by (i) (in respect of any Payment Date up to and including 31 March 2018) four and (ii) thereafter two.

Interest Period means each period from (and including) a Payment Date (or in relation to the first Interest Period, the Issue Date) and ending on (but excluding) the next Payment Date.

3.4 Waiver of Interest

The Issuer shall waive any entitlement to receive payments of interest in respect of the Forward Purchase Bonds held for and on behalf of the Issuer by the Bond Custodian.

4. REDEMPTION AND PURCHASE

4.1 Final Redemption

Unless previously redeemed in full as provided in this Condition 4, the Issuer shall redeem the Bonds at their then Principal Amount Outstanding on the Payment Date falling in September 2045.

4.2 Scheduled Redemption

Unless previously redeemed or purchased as provided below, the Issuer will redeem the Bonds in instalments on each Payment Date in an aggregate amount equal to the amount (each an Amortisation Amount) set out below provided that if any partial redemption of any Bonds is made on any Payment Date pursuant to Condition 4.3 (Optional Redemption) or 4.5 (Mandatory Redemption – PBCE Rebalancing Event) then each Amortisation Amount which falls to be paid after the date of such partial redemption shall be reduced by a proportion of such Amortisation Amount which is the same proportion as the amount by which the Principal Amount Outstanding of the Bonds is reduced as a result of such partial redemption bears to the Principal Amount Outstanding of such Bonds immediately prior to such partial redemption being made but after deducting any Amortisation Amount to be paid on that date. For the avoidance of doubt, if any Bond held by the Issuer is cancelled pursuant to Condition 4.8 (Cancellation), the aggregate Amortisation Amount in respect of all Bonds shall be reduced accordingly.

The figures below show the Amortisation Amount per €100,000 denomination of each Bond.

Redemption date Redemption amount (EUR)

31/03/2018 717.05

30/09/2018 806.27

31/03/2019 998.30

30/09/2019 998.90

31/03/2020 1,023.86

30/09/2020 1,055.10

31/03/2021 1,098.00

30/09/2021 1,090.95

31/03/2022 938.87

30/09/2022 1,153.34

31/03/2023 1,158.65

30/09/2023 1,189.15

31/03/2024 1,138.00

30/09/2024 1,255.63

31/03/2025 1,268.58

30/09/2025 1,319.43

31/03/2026 1,295.26

30/09/2026 1,364.90

31/03/2027 1,322.70

30/09/2027 1,430.51

31/03/2028 1,496.09

30/09/2028 1,504.92

31/03/2029 1,180.07

30/09/2029 1,592.53

31/03/2030 1,478.32

30/09/2030 1,712.11

31/03/2031 1,537.98

30/09/2031 1,713.34

31/03/2032 1,494.19

30/09/2032 1,781.96

31/03/2033 1,910.45

30/09/2033 1,857.78

31/03/2034 1,882.59

30/09/2034 1,941.81

31/03/2035 1,616.33

30/09/2035 2,148.68

31/03/2036 2,093.26

30/09/2036 2,172.64

31/03/2037 1,739.22

30/09/2037 2,258.20

31/03/2038 1,649.53

30/09/2038 2,317.49

31/03/2039 1,991.96

30/09/2039 2,486.06

31/03/2040 2,120.23

30/09/2040 2,462.48

31/03/2041 1,672.06

30/09/2041 2,791.33

31/03/2042 2,737.63

30/09/2042 3,119.34

31/03/2043 3,053.13

30/09/2043 3,080.29

31/03/2044 3,163.57

30/09/2044 3,235.08

31/03/2045 3,202.34

30/09/2045 3,181.56

4.3 Optional Redemption

On giving not fewer than 30 nor more than 60 days’ notice to the Bondholders (in accordance with Condition 10 (Notices)), to the Principal Paying Agent and to the Bond Trustee and provided that:

(a) on or prior to the date on which such notice expires, no Enforcement Action has been taken which has not been withdrawn;

(b) two directors of the Issuer have, immediately prior to giving such notice, certified to the Bond Trustee that the Issuer will have available, the necessary funds to pay all principal, Voluntary Redemption Make Whole Amount (if any) and interest (if any) due in respect of the Bonds on the relevant date for redemption and to discharge all other amounts required to be paid under the Finance Documents in priority to or pari passu with the redemption of the Bonds; and

(c) a pro rata proportion of the PP Notes will be redeemed on the same date,

the Issuer may redeem the Bonds in whole or in part on any Payment Date at the Principal Amount Outstanding (or in the case of redemption in part, the relevant part thereof) together with accrued interest up to but excluding the relevant date for redemption and the applicable Voluntary Redemption Make Whole Amount.

For the purposes of the Conditions:

Voluntary Redemption Make-Whole Amount means the amount in euro rounded to the nearest euro cent (half a euro cent being rounded upwards), as determined by the Independent Investment Banker, equal to the excess (if any) of (a) the sum of the then present value of each then scheduled Amortisation Amount and each then scheduled payment of interest under the Bonds, over (b) the Principal Amount Outstanding of the Bonds, where the present value of each then scheduled Amortisation Amount and each then scheduled interest payment shall be calculated by discounting the relevant payments to the redemption date at a rate equal to (i) the Swap Rate, plus (ii) 0.375 per cent.

In respect of any redemption of the Bonds in part, the amount determined in accordance with the preceding paragraph will be multiplied by the principal amount of the Bonds being redeemed divided by the aggregate Principal Amount Outstanding of all Bonds,

where:

Independent Investment Banker means one of the Reference Bond Dealers appointed by the Issuer.

Swap Rate means the mid-market quotation rate for a swap period equal to the period from the date of redemption of the Bonds to (in respect of each Amortisation Amount) the scheduled Payment Date for each Amortisation Amount denominated in euro and at any time on or prior to the Payment Date on 31 March 2018 calculated on an actual/actual basis for quarterly payments against 3 month EURIBOR and at any time following such Payment Date calculated on an actual/actual basis for semi-annual payments against 6 month EURIBOR.

Reference Bond Dealer means each of Deutsche Bank AG, London Branch and Belfius Bank SA/NV.

4.4 Optional Redemption for tax reasons; illegality

If the Issuer at any time satisfies the Bond Trustee immediately prior to the giving of the notice referred to below that:

(a) the Issuer is or will be obliged to make any withholding or deduction from payments and pay additional amounts in respect of the Bonds pursuant to Condition 6 (Taxation); or

(b) it is illegal for the Bonds to remain outstanding or unlawful for the Issuer to perform its obligations under the Finance Documents; and

(c) despite using all reasonable endeavours to avoid the relevant event described in (a) or (b) above (including, without limitation, appointing a Paying Agent in another jurisdiction and/or taking all reasonable steps to arrange the substitution of a company incorporated in another jurisdiction approved by the Bond Trustee as principal debtor under the Bonds), it is unable to do so,

then the Issuer may, on giving not fewer than 30 nor more than 60 days’ notice to the Bondholders (in accordance with Condition 10 (Notices)), to the Principal Paying Agent and to the Bond Trustee and provided that the Issuer has:

(A) certified to the Bond Trustee the occurrence of an event listed in (a) or (b) above, and

(B) two directors of the Issuer have, immediately prior to giving such notice, certified to the Bond Trustee that the Issuer will have the necessary funds to pay all principal and interest (if

any) due in respect of the Bonds on the relevant date for redemption and to discharge all other amounts required to be paid under the Finance Documents in priority to or pari passu with the redemption of the Bonds,

the Issuer may redeem all of the Bonds (but not part only) on the date set out in the notice from the Issuer at the Principal Amount Outstanding together with accrued interest up to but excluding the relevant date for redemption.

4.5 Mandatory Redemption – PBCE Rebalancing Event

If a PBCE Rebalancing Event occurs, the Issuer shall, on giving not fewer than 5 nor more than 15 days’ notice to the Bondholders (in accordance with Condition 10 (Notices)), to the Principal Paying Agent and to the Bond Trustee, redeem the Bonds in part on the Payment Date immediately following the occurrence of the PBCE Rebalancing Event, in addition to any Amortisation Amount scheduled to be paid on that Payment Date, in an amount equal to the Bondholders’ Proportion of the PBCE Rebalancing Amount.

Bondholders’ Proportion means the proportion which the Principal Amount Outstanding of the Bonds bears to the aggregate Principal Amount Outstanding of the Bonds and the PP Notes.

The PBCE Rebalancing Amount means the amounts available to be drawn under the PBCE Letter of Credit on such Payment Date following the occurrence of the PBCE Rebalancing Event (less, if any, the amount to be drawn down under the PBCE Letter of Credit to pay Debt Service on such Payment Date).

A PBCE Rebalancing Event will be deemed to have occurred in respect of a Payment Date, during the Availability Phase if on such Payment Date the PBCE Letter of Credit has been drawn to pay Debt Service, and:



(i) the amount of the PBCE Letter of Credit drawn to pay Debt Service (as calculated in accordance with Clause 1.4 of Part C (Debt Service Procedure and PBCE Drawing Mechanism for Debt Service Shortfalls) of the Common Terms Agreement), plus

(ii) any amounts previously drawn under the PBCE Letter of Credit and not repaid by the Issuer pursuant to Clause 4.1(a)(i) (Reimbursement) of the PBCE Agreement,


(c) there has also been a drawing under the PBCE Letter of Credit to pay Debt Service in respect of the previous three consecutive Payment Dates; or

(d) if:



(iii) the PBCE Provider has not delivered a further notice in writing prior to the day which is the 25th Business Day prior to the next Payment Date to the Issuer, the Bond Trustee

and the Project Agent confirming that it is revoking such previous designation on the basis that the Issuer has demonstrated to its satisfaction that the PBCE Rebalancing Historic DSCR will no longer be less than 0.85:1 on the next Payment Date,

provided that, no PBCE Rebalancing Event shall be deemed to have occurred as a result of paragraphs (a) or (d) above for so long as a dispute is continuing in relation to any Assumption or calculation relating to the BLCR level or the PBCE Rebalancing Historic DSCR level which has not been finally determined in accordance with the provisions of the Finance Documents.

The Bonds shall be redeemed on the Payment Date immediately following the occurrence of the PBCE Rebalancing Event pro rata in an amount equal to the Bondholders’ Proportion of the PBCE Rebalancing Amount and such amount shall be applied to reduce the Principal Amount Outstanding of each Bond and applied to reduce each remaining Amortisation Amount in accordance with Condition 4.2.

4.6 Redemption Date and amounts

(a) Any redemption of the Bonds pursuant to Condition 4 (Redemption and Purchase) shall be made together with all accrued but unpaid interest on the Bonds from (and including) the most recent Payment Date to (but excluding) the date of redemption (the Redemption Date).

(b) The Issuer shall specify in any such notice under Conditions 4.3, 4.4 and 4.5, the Principal Amount Outstanding of the Bonds to be redeemed on the Redemption Date, together with all accrued but unpaid interest payable on the Redemption Date. In the case of a redemption of the Bonds pursuant to Condition 4.3 (Optional Redemption), the Issuer shall further specify in a notice given pursuant to Condition 4.3 (Optional Redemption), any applicable Make-Whole Amount payable in respect of the redemption.

4.7 Purchases

The Issuer may at any time purchase Bonds in the open market or otherwise and at any price. Any Bonds so purchased may not be resold (except the Forward Purchase Bonds held for and on behalf of the Issuer by the Bond Custodian) and will not be treated as outstanding for the purposes of determining quorum or voting at meetings of Bondholders.

4.8 Cancellation

The Issuer shall cancel any Bonds purchased by it in the open market (except the Forward Purchase Bonds held for and on behalf of the Issuer) pursuant to Condition 4.7 (Purchases) and shall cancel any Forward Purchase Bonds if required pursuant to Clause 8.5 (Offer of Forward Purchase Bonds to Relevant Investors) of the Bond Purchase Agreement, in each case by instructing the Principal Paying Agent to instruct the NBB to cancel the relevant Bonds within the X/N System.

4.9 Notices of Redemption

Notice of redemption given pursuant to Conditions, 4.3, 4.4 or 4.5 shall be irrevocable and the Issuer shall be bound to redeem the relevant Bonds to which any such notice refers in accordance with these Conditions on the date specified in such notice.

5. PAYMENTS

5.1 Payments in respect of Bonds

Payments of principal and interest in respect of each Bond will be made in accordance with the applicable rules and procedures of the X/N System, Euroclear, Clearstream, Luxembourg and any other X/N System participant holding interest in the relevant Bonds. Any payment so made to the X/N System on behalf of the Issuer will constitute good discharge for the Issuer. Upon receipt of any

payment in respect of Bonds, the X/N System, Euroclear, Clearstream, Luxembourg and any other X/N System participant, shall immediately credit the accounts of the relevant account holders with the payment.

5.2 Payments subject to Applicable Laws

Payments will be subject in all cases to (i) any fiscal or other laws and regulations applicable thereto in the place of payment, but without prejudice to the provisions of Condition 6 (Taxation) and (ii) any withholding or deduction required pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code of 1986 (the Code) or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulations or agreements thereunder, any official interpretations thereof, or (without prejudice to the provisions of Condition 6 (Taxation)) any law implementing an intergovernmental approach thereto.

5.3 Initial Paying Agents

The names of the initial Paying Agents and their initial specified offices are set out at the end of these Conditions. The Issuer reserves the right, subject to the prior written approval of the Bond Trustee, at any time to vary or terminate the appointment of any Paying Agent and to appoint additional or other Paying Agents provided that:

(a) there will at all times be a Principal Paying Agent which is a participant of the X/N System; and

(b) the Issuer undertakes that it will ensure that it maintains a Paying Agent in a Member State of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such Directive.

Notice of any termination or appointment and of any changes in specified offices will be given to the Bondholders promptly by the Issuer in accordance with Condition 10 (Notices).

5.4 Payments on Target Settlement Days

If any interest, principal or Make-Whole Amount in respect of a Bond is due for payment on a day which is not a Target Settlement Day, payment will be delayed until the immediately following Target Settlement Day provided that no payment of additional amounts by way of interest, principal or otherwise shall be due in respect of such Bond as a result of such delay.

The calculation in respect of any interest, principal or Make-Whole Amount in respect of a Bond is based on the actual number of days in the month and year for the given period (Actual/Actual).

6. TAXATION

6.1 Payment without Withholding

All payments of principal, Make-Whole Amount (if applicable) and interest in respect of the Bonds by or on behalf of the Issuer shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (Taxes) imposed or levied by or on behalf of the Relevant Jurisdiction, unless the withholding or deduction of the Taxes is required by law or regulation. In that event, the Issuer shall pay such additional amounts as may be necessary in order that the net amounts received by the holders of the Bonds after such withholding or deduction shall be not less than the respective amounts of principal, Make-Whole Amount (if any) and interest which would have been receivable in respect of the Bonds in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to any payment in respect of any Bond:

(a) Other connection: to, or to a third party on behalf of, a holder who is liable to such taxes, duties, assessments or governmental charges in respect of such Bond by reason of his having some connection with Belgium other than the mere holding of the Bond; or

(b) Non-eligible investor: to a holder who, at the time of issue of the Bonds, was not an eligible investor within the meaning of Article 4 of the Royal Decree of 26 May 1994 on the deduction of withholding tax or to a holder who was an eligible investor at the time of issue of the Bonds but, for reasons within the holder’s control, ceased to be an eligible investor or, at any relevant time on or after the issue of the Bonds, otherwise failed to meet any other condition for the exemption of Belgian withholding tax pursuant to the law of 6 August 1993 relating to certain securities and its implementing decrees, as amended from time to time; or

(c) Other Paying Agent: where the holder of such Bonds would have been able to avoid such withholding or deduction by arranging to receive the relevant payment through another paying agent of the Issuer in a member state of the European Union; or

(d) Payment to individuals: where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 on the taxation of saving income or any other law implementing or complying with, or introduced in order to conform to, such Directive; or

(e) Conversion into registered Bonds: to a holder who is liable to such withholding or deduction because the Bonds were converted into registered Bonds upon his/her request and could no longer be cleared through the X/N System.

6.2 Interpretation

In these Conditions:

Relevant Jurisdiction means Belgium or any political subdivision or any authority thereof or therein having power to tax therein any other jurisdiction or any political subdivision or any authority thereof or therein having power to tax to which the Issuer becomes subject in respect of payments made by it of principal and interest on the Bonds.

6.3 Additional Amounts

Any reference in these Conditions to any amounts of principal, Make-Whole Amount (if applicable) or interest in respect of the Bonds shall be deemed also to refer to any additional amount which may be payable under this Condition 6 or under any undertaking given in addition to, or in substitution for, this Condition 6 pursuant to the Bond Trust Deed.

7. PRESCRIPTION

Claims against the Issuer for payment in respect of the Bonds will be prescribed and become void unless made within periods of ten years (in the case of principal) and five years (in the case of interest) from the Relevant Date in respect of the Bonds, subject to the provisions of Condition 5 (Payments).

Relevant Date means the date on which the payment first becomes due but, if the full amount of the money payable has not been received by the Principal Paying Agent or the Bond Trustee on or before the due date, it means the date on which, the full amount of the money having been so received, notice to that effect has been duly given to the Bondholders by the Issuer in accordance with Condition 10 (Notices).

8. EVENTS OF DEFAULT

8.1 Subject to Condition 8.2, if any Event of Default occurs and is continuing, the Bond Trustee shall, if so directed by the Security Trustee acting as directed by a QC Resolution of Qualifying Creditors passed in accordance with the STID (and subject to the Bond Trustee being indemnified and/or prefunded and/or provided with security to its satisfaction), give notice to the Issuer declaring the Bonds to be immediately due and repayable at the applicable Default Amount.

8.2 No Enforcement Action (including acceleration of the Bonds) will be permitted:

(a) in circumstances where there is no amount available for drawing under the PBCE Letter of Credit, without the prior written consent of the PBCE Provider, as a result of a DSCR Default or MRA Default if the most recent PBCE PLCR is equal to or greater than 1.20:1; or

(b) as a result of:

(i) a DSCR Default;




(c) without the prior written consent of the PBCE Provider, in circumstances where a drawing under the PBCE Letter of Credit for a PBCE Funding Shortfall is requested by the Issuer pursuant to Part B of Schedule 5 (Project Accounts and Cash Management) of the Common Terms Agreement before the PBCE Longstop Date, in relation to any Event of Default which was subsisting, or had occurred, and of which Bond Creditors had notice as at the date of such notice by the Issuer to the Bond Trustee pursuant to Part B of Schedule 5 (Project Accounts and Cash Management) of the Common Terms Agreement.

8.3 For the purposes of this Condition 8:

Default Amount means:

(a) if the relevant Event of Default is triggered by the Issuer terminating the DBFM Agreement in its entirety on Authority Default (as defined in the DBFM Agreement) an amount equal to the Principal Amount Outstanding plus accrued and unpaid interest, plus the DBFM Make-Whole Amount;

(b) if the relevant Event of Default is triggered by the Authority voluntarily terminating the DBFM Agreement an amount equal to Principal Amount Outstanding plus accrued and unpaid interest, plus the DBFM Make-Whole Amount; and

(c) in all other circumstances constituting an Event of Default, the Principal Amount Outstanding of the Bonds plus all accrued but unpaid interest thereon to the date of redemption.

DBFM Make-Whole Amount means the Make-whole Bedrag as defined in the DBFM Agreement.

9. ENFORCEMENT

9.1 Enforcement by the Security Trustee

The Security Trustee shall take Enforcement Action (including directing the Bond Trustee to accelerate the Bonds) if instructed to do so by a QC Resolution passed by Qualifying Creditors in accordance with the STID, subject to:

(a) the Security Trustee being indemnified and/or prefunded and/or provided with security to its satisfaction; and

(b) the rights of the PBCE Provider described in Condition 8.2 (Events of Default).

9.2 Limitation on Bond Trustee and Security Trustee actions

The Bond Trustee and the Security Trustee shall not be required to do anything:

(a) which may be illegal or contrary to applicable law or regulation or the requirements of any regulatory authority; or

(b) which may cause it to expend or risk its own funds or otherwise incur any liability in the performance of any of its duties or in the exercise of any of its rights, powers, authorities or discretions or otherwise in connection with the Bond Trust Deed, STID or any other Finance Document, if it shall believe that repayment of such funds or an adequate indemnity or security for such liability is not reasonably assured to it.

9.3 Enforcement by the Bondholders

No Bondholder shall be entitled to (i) take any steps or action against the Issuer to enforce the performance of any of the provisions of the Bond Trust Deed, the Bonds or (ii) take any other proceedings (including lodging an appeal in any proceedings) in respect of or concerning the Issuer, in each case unless the Bond Trustee, having become bound so to take any such action, steps or proceedings, fails so to do within a reasonable period and the failure shall be continuing provided that no Bondholder shall be entitled to take any steps or proceedings to procure the winding up, administration or liquidation of the Issuer.

10. NOTICES

All notices to holders of Bonds shall be validly given through a direct notification through the applicable clearing system.

For so long as Bonds are listed on the Official List of the Luxembourg Stock Exchange and the rules of that exchange so require, such notices shall be published in a daily newspaper of general circulation in Luxembourg (which is expected to be the Luxemburger Wort) or on the website of the Luxembourg Stock Exchange (www.bourse.lu).

If any such publication is not practicable, notice shall be validly given if published in another leading daily English language newspaper with general circulation in Europe.

Any such notice shall be deemed to have been given on the date of such publication or, if published more than once or on different dates, on the date of the first publication as provided above or, in the case of direct notification, any such notice shall be deemed to have been given on the date immediately following the date of notification.

In addition, any notice for convening a meeting of Bondholders shall be made in accordance with Article 570 of the Belgian Companies Code, by an announcement to be inserted 15 days prior to the meeting, in the Belgian State Gazette (Moniteur belge/Belgisch Staatsblad) and in one Belgian newspaper with national coverage. Resolutions to be submitted to the meeting must be described in the convening notice. In addition, the convening notice shall specify the procedures in respect of voting on resolutions to be decided by the meeting.

11. MEETINGS OF BONDHOLDERS

11.1 Meetings of Bondholders

The Bond Trust Deed and the STID contain provisions for voting via the clearing system(s) or (if requested by Bondholders who in aggregate hold not less than 10 per cent. of the Principal Amount Outstanding of the Bonds for the time being outstanding) convening physical meetings of the Bondholders in respect of any Extraordinary Voting Matter, Ordinary Voting Matter or Article 568 Matter.

11.2 Article 568 Matters

All meetings of Bondholders in respect of an Article 568 Matter will be held in accordance with the provisions of Article 568 et seq. of the Belgian Companies Code with respect to meetings of Bondholders. Such a meeting may be convened by the Issuer and shall be convened by the Issuer upon the request in writing of Bondholders holding not less than one fifth of the aggregate Principal Amount Outstanding of the Bonds. A meeting of Bondholders will be entitled (subject to the consent of the Issuer) to exercise the powers set out in Article 568 of the Belgian Companies Code in accordance with the quorum and majority requirements set out in Article 574 of the Belgian Companies Code, and if required thereunder subject to validation by the court of appeal. Resolutions duly passed in accordance with these provisions shall be binding on all Bondholders, whether or not they are present at the meeting and whether or not they vote in favour of such a resolution.

Article 568 Matter means any matter which:

(a) would extend an interest period, reduce the applicable interest rate or modify the conditions applicable to the payment of interest;

(b) would extend the Final Maturity Date, suspend the Issuer’s obligation to redeem the Bonds (in whole or in part) on a due date or modify the conditions under which such redemption is required to be made;

(c) would involve an exchange of the Bonds for equity in the Issuer;

(d) would establish a security interest in favour of the Bondholders or modify the nature or scope of any existing security interest or modify the release mechanics of any existing security interests;

(e) would involve any decision to take any conservatory measures in the general interest of the Bondholders; or

(f) relates to the appointment of any representative to implement any Article 568 Resolution.

11.3 Quorum for Meetings of Bondholders

The quorum at any meeting convened for passing:

(a) an Ordinary Resolution in respect of an Ordinary Voting Matter will be (A) one or more persons present at a meeting (or voting via the relevant clearing system(s)) and holding or representing not less than 20 per cent. in principal amount of the Bonds for the time being outstanding, or (B) in respect of an adjourned meeting (or for voting via the relevant clearing system(s) where the Decision Period is extended) one or more persons present at a meeting (or voting via the relevant clearing system(s)); and

(b) an Extraordinary Resolution in respect of an Extraordinary Voting Matter will be (A) one or more persons present at a meeting (or voting via the relevant clearing system(s)) and holding or representing not less than 75 per cent. in principal amount of the Bonds for the time being outstanding, or (B) in respect of an adjourned meeting (or for voting via the relevant clearing

system(s) where the Decision Period is extended) one or more persons present (or voting via the relevant clearing system(s)) and holding or representing at least 50 per cent in principal amount of the Bonds for the time being outstanding,

provided that no quorum requirement shall apply to any meeting of Bondholders whilst there are Outstanding Purchaser Commitments under the Bond Purchase Agreement or whilst any PP Notes are outstanding, in which case the quorum requirements applicable under the STID for any Ordinary Voting Matter or Extraordinary Voting Matter, as the case may be, shall apply.

These quorum requirements are without prejudice to the quorum requirements set out in the Belgian Companies Code if the Ordinary Voting Matter or the Extraordinary Voting Matter is an Article 568 Matter. The Bond Trust Deed does not contain any provision requiring higher quorum in any circumstances.

11.4 Ordinary Resolutions and Extraordinary Resolutions

In respect of an Ordinary Voting Matter, (i) a resolution passed at a meeting duly convened and held in accordance with the Bond Trust Deed by votes in favour by holders representing 50 per cent. or more of the Principal Amount Outstanding of the Bonds of those Bondholders who vote at such meeting, (ii) a resolution in writing signed by or on behalf of the holders of at least 50 per cent. of the Principal Amount Outstanding of the Bonds or (iii) a resolution passed by way of a quorate vote through the relevant clearing system(s) by holders representing 50 per cent. or more of the Principal Amount Outstanding of the Bonds of those Bondholders who vote on such matter, shall, in each case, be effective as an Ordinary Resolution of the Bondholders, provided that whilst there are Outstanding Purchaser Commitments, votes in favour of and against an Ordinary Voting Matter at a meeting of Bondholders duly convened and held in accordance with the Bond Trust Deed shall be notified by the Bond Trustee to the Security Trustee and aggregated with the votes of the other Bond Creditors in accordance with the provisions of the STID.

In respect of an Extraordinary Voting Matter (i) a resolution passed at a meeting duly convened and held in accordance with the Bond Trust Deed by votes in favour by holders representing 75 per cent. or more of the Principal Amount Outstanding of the Bonds of those Bondholders who vote at such meeting, (ii) a resolution in writing signed by or on behalf of the holders of at least 75 per cent. of the Principal Amount Outstanding of the Bonds or (iii) a resolution passed by way of a quorate vote through the relevant clearing system(s) by holders representing 75 per cent. or more of the Principal Amount Outstanding of the Bonds of those Bondholders who vote on such matter, shall, in each case, be effective as an Extraordinary Resolution of the Bondholders provided that whilst there are Outstanding Purchaser Commitments or PP Notes outstanding, votes in favour of and against an Extraordinary Voting Matter at a meeting of Bondholders duly convened and held in accordance with the Bond Trust Deed shall be notified by the Bond Trustee to the Security Trustee and aggregated with the votes of the other Bond Creditors in accordance with the provisions of the STID.

These majorities are without prejudice to the majorities requirements and, as the case may be, the validation by the Court of Appeal set out in the Belgian Companies Code if the Ordinary Voting Matter or the Extraordinary Voting Matter is an Article 568 Matter.

The STID also contains provisions for voting via the clearing system(s) or (if requested by any Qualifying Creditors who in aggregate hold not less than 10 per cent. of the Qualifying Debt) convening meetings of the Qualifying Creditors to consider any QC Resolution. The quorum at any meeting for passing a QC Resolution shall be one or more Qualifying Creditors representing, in aggregate, at least 50 per cent. of the outstanding principal amount of all Qualifying Debt. The STID provides that (i) a resolution passed at a meeting duly convened and held in accordance with the STID by votes in favour by 50 per cent. or more of the votes cast thereat upon a show of hands or, if a poll is duly demanded, by votes in favour by 50 per cent. or more of the Qualifying Debt of the Qualifying Creditors voting on such poll, (ii) a resolution in writing signed by or on behalf of the Qualifying Creditors and representing not less than 50 per cent. of the aggregate Qualifying Debt, shall, in each case, be effective as an QC Resolution. In the event that there is no request for a physical meeting of Qualifying Creditors, votes of

Bondholders through the clearing system(s) shall be aggregated with the votes of other Qualifying Creditors to determine if the QC Resolution has been passed.

An Ordinary Resolution and/or an Extraordinary Resolution validly passed by the Bondholders will be binding on all Bondholders, whether or not they are present at any meeting and whether or not they voted on the resolution.

11.5 Written Resolutions

Other than in respect of any Article 568 Resolution, a resolution in writing signed by the holders of:

(a) 50 per cent. of the Principal Amount Outstanding of the Bonds then outstanding shall take effect as if it were an Ordinary Resolution; or

(b) 75 per cent. Principal Amount Outstanding of the Bonds then outstanding shall take effect as if it were an Extraordinary Resolution,

(each a Written Resolution).

A Written Resolution may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Bondholders.

12. MODIFICATION AND WAIVER

12.1 Modification

Subject to the provisions of the STID, the Bond Trustee may agree or direct the Security Trustee to agree, without the consent of the Bondholders, to any modification of any of these Conditions, the Bond Trust Deed or the other Finance Documents if, in the opinion of the Bond Trustee, such modification is:

(a) not materially prejudicial to the interests of the Bondholders; or

(b) of a formal, minor or technical nature or is to correct a manifest error or an error which is proven,

provided that the Bond Trustee shall not exercise any such power which falls within the category of Ordinary Voting Matters, Extraordinary Voting Matters or Article 568 Matters.

12.2 Waiver

Subject to the provisions of the STID, the Bond Trustee may also, without the consent of the Bondholders if, in its opinion, it will not be materially prejudicial to the interests of the Bondholders:

(a) authorise or waive, or direct the Security Trustee to authorise or waive, on any terms and subject to any conditions which it considers appropriate, any proposed breach or breach of the Bond Trust Deed, these Conditions or any other Finance Document; or

(b) determine that any event that would otherwise constitute a Default shall not, or shall not subject to any condition which it considers appropriate, be treated as such for the purposes of the Bond Trust Deed and these Conditions,

provided that the Bond Trustee shall not exercise any such power which falls within the category of Ordinary Voting Matters, Extraordinary Voting Matters or Article 568 Matters.

12.3 Bond Trustee to have Regard to Interests of Bondholders and holders of PP Notes as a Class

In connection with the exercise by it of any of its trusts, powers, authorities and discretions (including, without limitation, any modification, waiver, authorisation, determination or substitution), the Bond

Trustee shall have regard to the general interests of the Bondholders together with the holders of the PP Notes as a class but shall not have regard to any interests arising from circumstances particular to individual Bondholders (whatever their number) and, in particular but without limitation, shall not have regard to the consequences of any such exercise for individual Bondholders (whatever their number) resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory or any political sub division thereof, and the Bond Trustee shall not be entitled to require, nor shall any Bondholder be entitled to claim, from the Issuer, the Bond Trustee or any other person any indemnification or payment in respect of any tax consequence of any such exercise upon individual Bondholders, except to the extent already provided for in Condition 6 (Taxation) and/or any undertaking given in addition to, or in substitution for, Condition 6 (Taxation) pursuant to the Bond Trust Deed. If, in the opinion of the Bond Trustee, there is a conflict of interest between the interests of the Bondholders and the interests of the PP Noteholders, the Bond Trustee shall seek instructions in the form of separate Ordinary Resolutions from the Bondholders and PP Noteholders before exercising any of its powers, trusts, authorities, duties or discretions.

12.4 Notification to the Bondholders

Any modification, abrogation, waiver, authorisation, determination or substitution shall be binding on the Bondholders and, unless the Bond Trustee agrees otherwise, any modification or substitution shall be notified by the Issuer to the Bondholders as soon as practicable thereafter in accordance with Condition 10 (Notices).

13. BOND TRUSTEE, SECURITY TRUSTEE AND PAYING AGENTS

13.1 Indemnification and protection of the Bond Trustee and Security Trustee

The Bond Trust Deed and STID contain provisions for the indemnification of the Bond Trustee and Security Trustee and for its relief from responsibility and liability, towards the Issuer, the Bondholders including (i) provisions relieving it from taking action unless indemnified and/or secured and/or pre-funded to its satisfaction and (ii) provisions limiting or excluding its liability in certain circumstances.

13.2 Bond Trustee Contracting with the Issuer

The Bond Trust Deed also contains provisions pursuant to which the Bond Trustee is entitled, inter alia, (a) to enter into business transactions with the Issuer and to act as trustee for the holders of any other securities issued or guaranteed by, or relating to, the Issuer, (b) to exercise and enforce its rights, comply with its obligations and perform its duties under or in relation to any such transactions or, as the case may be, any such trusteeship without regard to the interests of, or consequences for, the Bondholders and (c) to retain and not be liable to account for any profit made or any other amount or benefit received thereby or in connection therewith.

13.3 Removal and Replacement of Bond Trustee and Security Trustee

There shall at all times be a Bond Trustee and a Security Trustee. The Bond Trust Deed and the STID provide that the retirement or removal of any Bond Trustee or Security Trustee shall not become effective unless a trust corporation would remain as trustee or a replacement trust corporation is appointed.

13.4 Agents solely agents of Issuer

In acting under the Paying Agency Agreement and in connection with the Bonds, the Paying Agents will act solely as the agents of the Issuer or (to the extent provided in the Paying Agency Agreement) the Bond Trustee and shall not be under any fiduciary duty or other obligation towards, or have any relationship of agency or trust for or with, any of the Bondholders.

Notice of any change in any of the Paying Agents or in their Specified Offices shall promptly be given by the Issuer to the Bondholders.

14. GOVERNING LAW

The Bond Trust Deed, the Bonds (other than any matter relating to title to, and the dematerialised form of, the Bonds) and the other Finance Documents (other than the Belgian Security Documents which shall be governed by Belgian law) and any non-contractual obligation arising out of or in connection with them shall be governed by, and shall be construed in accordance with, English law. The Belgian Security Documents and any matter relating to title to, and the dematerialised form of, the Bonds, and any non-contractual obligation arising out of or in connection with title to, and any matter relating to the dematerialised form of, the Bonds shall be governed by, and shall be construed in accordance with, Belgian law.

15. RIGHTS OF THIRD PARTIES

No person shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term or condition of this Bond, but this does not affect any right or remedy of any person which exists or is available apart from that Act.

16. DEFINITIONS

In these Conditions:

Belgian Security Documents means the Receivables, Accounts and Securities Pledge, the Issuer Share Pledge and the Sponsors Receivables Pledge.

BLCR or Bond Life Cover Ratio means, on any Test Date, the ratio of

(a) the Total NPV for that Test Date plus the balance standing to the credit of the Debt Service Reserve Account; to

(b) the Principal Amount Outstanding of the Bonds and the PP Notes,

at close of business on that Test Date.

Bond Creditors means:

(a) the Bondholders;

(b) if and to the extent there are any outstanding Purchaser Commitments under the Bond Purchase Agreement, the Bond Purchasers; and

(c) the PP Noteholders.

Bond Purchase Date means the Issue Date and each date specified in column 1 of the table in Part B of Schedule 1 of the Bond Purchase Agreement on which certain of the Bond Purchasers are obliged to purchase Forward Purchase Bonds from the Issuer in accordance with the terms of the Bond Purchase Agreement, provided that if any such day is not a Target Settlement Day it shall be the next following Target Settlement Day.

Debt Service means, in relation to any period, an amount equal to the aggregate of:

(a) amounts accruing and payable in relation to interest on the outstanding Bonds (excluding any Bonds held by or on behalf of the Issuer at the relevant time) and the Principal Amount Outstanding of PP Notes; and

(b) scheduled principal amounts payable on the outstanding Bonds in accordance with Condition 4.2 (Scheduled Redemption) and on any outstanding PP Notes in accordance with the terms of the PP Notes, but assuming for these purposes no further amounts are paid up on the PP Notes,

in that period, but in each of (a) and (b) excluding any Issuer Gross-Up Amount.

DSCR Default means an Event of Default arising as a result of the Historic DSCR or Projected DSCR being equal to or less than 1.05:1 as at any Test Date pursuant to Clause 13.2 (Financial Ratios) of the Common Terms Agreement.

Enforcement Action means:

(a) in relation to any Secured Liabilities:

(i) instructing the Bond Trustee to accelerate the Bonds or PP Notes or the acceleration of any Secured Liabilities or the making of any declaration that any Secured Liabilities are prematurely due and payable (other than as a result of it becoming unlawful for any of the Secured Creditors or the PBCE Provider to perform its obligations under, or of any voluntary or mandatory prepayment arising under, the Finance Documents);

(ii) the making of any declaration that any Secured Liabilities are payable on demand;

(iii) the making of a demand in relation to a Secured Liability that is payable on demand;

(iv) the exercise of any right of set-off, account combination or payment netting against the Issuer in respect of any Secured Liabilities other than the exercise of any such right which is otherwise expressly permitted under the Finance Documents; and

(v) the suing for, commencing or joining of any legal or arbitration proceedings against the Issuer to recover any Secured Liabilities;

(b) the taking of any steps to enforce or require the enforcement of any Security Interest (including the revocation of any authorisation provided in, and the crystallisation of any floating charge forming part of, the Transaction Security);

(c) the entering into of any composition, compromise, assignment or arrangement with the Issuer; or

(d) the petitioning, applying or voting for, or the taking of any steps (including the appointment of any liquidator, receiver, administrator or similar officer) in relation to, the winding up, dissolution, administration or reorganisation of the Issuer or any of the Issuer’s assets or any suspension of payments or moratorium of any indebtedness of the Issuer, or any analogous procedure or step in any jurisdiction,

except that the following shall not constitute Enforcement Action:

(i) the taking of any action which is necessary (but only to the extent necessary) to preserve the validity, existence or priority of claims in respect of Secured 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; and

(ii) the PBCE Provider 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 Clause 2.4 (Covenants of the Issuer) of the PBCE Agreement

(B) obtaining specific performance (other than specific performance of an obligation to make a payment) of Clause 2.4 (Covenants of the Issuer) of the PBCE Agreement;

(C) requesting judicial interpretation of any provision of any Finance Document to which it is party with no claim for damages; or

(D) claiming for damages in an amount not exceeding EUR1,000,000 (such amount to be indexed on an accumulated annual basis by reference to the official general cost of living index in Belgium and payable to the PBCE Provider on a subordinated basis on any Payment Date in accordance with the priority of payments set out in the Finance Documents).

English Law Security Agreement means the English law governed security agreement between the Issuer and the Security Trustee granting security in favour of the Security Trustee in respect of the Issuer’s rights under certain of the Finance Documents governed by English law to which it is a party.

Extraordinary Resolution means in respect of a meeting of Bondholders:

(a) a resolution passed by a meeting of Bondholders, duly convened and held in accordance with the Bond Trust Deed, by holders representing 75 per cent. or more of the Principal Amount Outstanding of the Bonds of those Bondholders who attend and are entitled to vote at such meeting; or

(b) a resolution in writing signed by or on behalf of the holders of at least 75 per cent. of the Principal Amount Outstanding of the Bonds, which resolution may be contained in one document or in several documents in like form each signed by or on behalf of one or more Bondholders.

Extraordinary Voting Matter means any of the matters set out in Annex A of Schedule 2 (STID Decision Making Protocol) of the STID.

Issuer Discretion Matters means:

(a) where the EPC Contractor requests any change or changes to the schedule of Works within the Construction Programme with the consequence that it intends to claim payment for works carried out ahead of their originally scheduled time, in lieu of payment for Works that were scheduled to be carried out but have not yet been carried out, then the Issuer may agree to such changes, where the following conditions are met:

(i) the Issuer is not required to raise any additional Financial Indebtedness in connection with such changes;

(ii) the Technical Adviser has certified to the Security Trustee that the proposed changes to the Construction Programme and related costs are reasonable and have an equivalent value to the value of the Works which were scheduled to have been carried out but have not yet been carried out, and should not have an adverse impact on the critical path of the Construction Programme; and

(iii) if there is a cumulative delay to the Construction Programme, the delay is no more than two months from the original Construction Programme agreed at the Issue Date.

(b) entry into any new or replacement contract by the Issuer, provided that:

(i) there is no additional cost to the Issuer;

(ii) the value of the new or replacement contract is less than €10 million in aggregate (or €2 million per annum, if the contract is annual); and

(iii) the Technical Adviser has certified to the Security Trustee that the new or replacement contract is on reasonable terms and should not have an adverse impact on the Project.

(c) approval of any Change (as defined in the DBFM Agreement) and entry into such new contracts or amendments to the existing Project Documents as may be necessary in connection with such Change, provided that the Technical Adviser has certified to the Security Trustee that all additional risks and costs of the Issuer in relation to such Change have been passed to or fully compensated by the EPC Contractor, the Maintenance Contractor or the Authority, as relevant. Where such change results in an increase in the payments made by the Authority to the EPC contractor or Maintenance Contractor, the cumulative value of such payments shall not exceed €10 million for the EPC Contractor and €5 million for the Maintenance Contractor.

Issuer Security Documents means the Receivables, Accounts and Securities Pledge, the English Law Security Agreement and any other document designated as an Issuer Security Document by the Issuer and the Security Trustee and any other document pursuant to which the Issuer grants Security Interests in favour of the Security Trustee to secure the Secured Liabilities.

Issuer Share Pledge means the share pledge agreed in respect of the shares held by HoldCo and Via-Invest in the Issuer between HoldCo and Via-Invest each as pledgor and the Security Trustee as pledgee dated the Issue Date.

Make-Whole Amount means in respect of the Bonds, the Voluntary Redemption Make-Whole Amount and/or the DBFM Make-Whole Amount, as relevant.

MRA Default means an Event of Default arising as a result of the amounts standing credit of the Maintenance Reserve Account being less than the MRA Required Balance pursuant to Clause 13.16 (MRA Required Balances) of the Common Terms Agreement.

Ordinary Resolution means in respect of a meeting of Bondholders:

(a) a resolution passed by a meeting of Bondholders, duly convened and held in accordance with the Bond Trust Deed, by holders representing 50 per cent. or more of the Principal Amount Outstanding of the Bonds of those Bondholders who attend and are entitled to vote at such meeting; or

(b) a resolution in writing signed by or on behalf of the holders of at least 50 per cent. of the Principal Amount Outstanding of the Bonds, which resolution may be contained in one document or in several documents in like form each signed by or on behalf of one or more of the Bondholders.

Ordinary Voting Matters means matters which do not relate to Enforcement Action and are not Extraordinary Voting Matters or Issuer Discretion Matters.

PBCE PLCR means, as at any Test Date, the ratio of:

(a) to Total NPV for that Test Date; to

(b) the aggregate of the Principal Amount Outstanding of the Bonds and the Principal Amount Outstanding of the PP Notes, less

(i) an amount equal to the PBCE Available Amount; and

(ii) an amount equal to the amount standing to the credit of the DSRA,

in each case as at close of business on that Test Date.

PBCE Rebalancing Historic DSCR means the Historic DSCR adjusted so that the amounts standing to the credit of the DSRA on the relevant Test Date are deducted from the Debt Service.


(a) in relation to any Bond, the original face value thereof less any repayment of principal made to the holder(s) thereof in respect of the Bonds; and

(b) in relation to any PP Note, the principal amount paid up on the Issue Date plus any amounts paid up on the PP Notes in accordance with PP Notes Condition 6.4 (Pay-Up of PP Notes) less any repayment of principal made to the holder(s) thereof in respect of the PP Notes.

QC Resolution means a resolution in respect of taking Enforcement Action passed by a majority of at least 50 per cent. of the Voted QC Debt.

Qualifying Creditors means the PBCE Provider, the Bondholders, the PP Noteholders and to the extent of any outstanding Purchaser Commitments under the Bond Purchase Agreement, the Bond Purchasers.

Receivables, Accounts and Securities Pledge means the receivables, accounts and securities pledge agreement between the Issuer as Pledgor and the Security Trustee as pledgee dated the Issue Date.

Secured Liabilities means all Liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of the Issuer to the Secured Creditors and to the Security Trustee under the Finance Documents.

Sponsors Receivables Pledge means the receivables pledge agreement in respect of receivables in connection with the Shareholder Loan Agreements with the Issuer dated on or about the Issue Date between the Original Shareholder Lenders as pledgors and the Security Trustee as pledgee.

Voted QC Debt means the Qualifying Debt held or represented by Qualifying Creditors which vote on the relevant QC Voting Matter.

CLEARING

The Bonds are in dematerialised form in accordance with Articles 468 et seq. of the Belgian Companies Code. The Bonds will be represented by a book entry in the records of the settlement system operated by the National Bank of Belgium or any successor thereto (the "X/N System") . The Bonds can be held by their holders through the participants in the X/N System, including Euroclear and Clearstream, Luxembourg, and through other financial intermediaries which in turn hold the Bonds through Euroclear, Clearstream, Luxembourg or other participants in the X/N System. Possession of the Bonds will pass by account transfer. Prior to the final Bond Purchase Date, the Bonds shall be credited to and held with the securities accounts of the relevant holders at Euroclear. Following the final Bond Purchase Date, the Bonds shall be eligible to be credited to securities accounts of the holders with Euroclear or Clearstream, Luxembourg or other X/N System participants.

Payments of principal, interest and other sums due under the Bonds will be made in accordance with the rules of the X/N System through the NBB, in case of Bonds denominated in euro, or through Euroclear, Clearstream, Luxembourg and the other participants in the X/N System recorded in the X/N System as holding interests in the Bonds, in case of Bonds denominated in any other currency, and any payment so made will constitute good discharge for the Issuer. Bondholders are entitled to claim directly against the Issuer any payment which the Issuer has failed so to make, and to exercise their voting rights and other associative rights (as defined for the purposes of Article 474 of the Belgian Companies Code) against the Issuer upon submission of an affidavit drawn up by the NBB, Euroclear, Clearstream, Luxembourg, or another participant duly licensed in Belgium to keep dematerialised securities accounts showing their position in the Bonds (or the position held by the financial institution through which their Bonds are held with the NBB, Euroclear or such other participant, in which case an affidavit drawn up by that financial institution will also be required).

TAXATION

EU Savings Directive

Under EC Council Directive 2003/48/EC on the taxation of savings income (the Savings Directive), EU Member States are required to provide to the tax authorities of other EU Member States details of payments of interest and other similar income paid by a person established within its jurisdiction to (or for the benefit of) an individual or certain other persons in that other EU Member State, except that Austria and Luxembourg will instead impose a withholding system for a transitional period (subject to a procedure whereby, on meeting certain conditions, the beneficial owner of the interest or other income may request that no tax be withheld) unless during such period they elect otherwise. A number of non-EU countries and territories including Switzerland have adopted similar measures (a withholding system in the case of Switzerland). The European Commission has proposed certain amendments to the Savings Directive which may, if implemented, amend or broaden the scope of the requirements described above.

Taxation in Belgium

The following is a general description of the main Belgian tax consequences of acquiring, holding, redeeming and/or disposing of the Bonds. It is restricted to the matters of Belgian taxation stated herein and is intended neither as tax advice nor as a comprehensive description of all Belgian tax consequences associated with or resulting from any of the aforementioned transactions. Prospective investors are urged to consult their own tax advisers concerning the detailed and overall tax consequences of acquiring, holding, redeeming and/or disposing of the Bonds, including under the laws of their countries of citizenship, residence, ordinary residence or domicile.

The summary provided below is based on Belgium's tax laws, regulations, resolutions and other public rules with legal effect, and the interpretation thereof under published case law, all as in effect as at the date of this Prospectus and with the exception of subsequent amendments with retroactive effect.

Withholding Tax

All payments by or on behalf of the Issuer of interest on the Bonds are in principle subject to Belgian withholding tax on the gross amount of the interest, currently at a rate of 25%. Tax treaties may provide for a lower rate or exemption subject to certain conditions and formalities.

In this respect, interest includes (i) periodic interest income; (ii) any amounts paid by the Issuer in excess of the issue price (upon full or partial redemption whether or not at maturity, or upon purchase by the Issuer); and (iii) in case of a disposal of the Bonds between two interest payment dates to any third party, excluding the Issuer, the pro rata of accrued interest corresponding to the holding period.

Payments of interest under the Bonds by or on behalf of the Issuer may however be made without deduction of Belgian withholding tax if and as long as at the moment of payment or attribution of interest these are held by certain eligible investors (Tax Eligible Investors – see hereinafter) in an exempt securities account (an X Account) that has been opened with a financial institution that is a direct or indirect participant (a Participant ) in the X/N System with the National Bank of Belgium (the NBB).

Tax Eligible Investors are those listed in Article 4 of the Belgian Royal Decree of 26 May 1994 on the deduction of withholding tax (“arrête royal du 26 mai 1994 relatif à la perception et à la bonification du précompte mobilier / koninklijk besluit van 26 mei 1994 over de inhouding en de vergoeding van de roerende voorheffing”) which includes, inter alia:

(i) Belgian corporations subject to Belgian corporate income tax;

(ii) institutions, associations or companies specified in article 2, §3 of the law of 9 July 1975 on the control of insurance companies other than those referred to in 1° and 3° subject to the application of article 262, 1° and 5° of the Belgian income tax code 1992 (“code des impôts sur les revenus 1992”/“wetboek van de inkomstenbelastingen 1992”, the “BITC 1992”);

(iii) State regulated institutions (“institutions parastatales”/“parastatale instellingen”) for social security, or institutions which are assimilated therewith, provided for in article 105, 2º of the royal decree implementing the BITC 1992 (“arrêté royal d’execution du code des impôts sur les revenus 1992”/”koninklijk besluit tot invoering van het wetboek inkomstenbelastingen 1992”, the “RD/BITC 1992”);

(iv) Non-resident investors provided for in article 105, 5º of the RD/BITC 1992;

(v) Investment funds, recognised in the framework of pension savings, provided for in article 115 of the RD/BITC 1992;

(vi) Taxpayers provided for in article 227, 2º of the BITC 1992 which have used the income generating assets for the exercise of their professional activities in Belgium and which are subject to non-residents income tax pursuant to article 233 of the BITC 1992;

(vii) The Belgian State in respect of investments which are exempt from withholding tax in accordance with article 265 of the BITC 1992;

(viii) Investment funds governed by foreign law which are an indivisible estate managed by a management company for the account of the participants, provided that the fund units are not offered publicly in Belgium or traded in Belgium; and

(ix) Belgian resident corporations, not provided for under (i) above, when their activities exclusively or principally consist of the granting of credits and loans.

Eligible Investors do not include, inter alia, Belgian resident investors who are individuals or non profit making organisations, other than those mentioned under (ii) and (iii) above.

Participants to the X/N System must keep the Bonds which they hold on behalf of the non-Tax Eligible Investors in a non-exempt securities account (an N-Account). In such instance, all payments of interest are subject to withholding tax (currently at the rate of 25%), which is withheld by the NBB and paid to the Belgian Treasury.

Transfers of Bonds between an X-Account and an N-Account give rise to certain adjustment payments on account of withholding tax:

(i) A transfer from an N-Account (to an X-Account or N-Account) gives rise to the payment by the transferor non-Tax Eligible Investor to the NBB of withholding tax on the accrued fraction of interest calculated from the last interest payment date up to the transfer date.

(ii) A transfer (from an X-Account or N-Account) to an N-Account gives rise to the refund by the NBB to the transferee non-Tax Eligible Investor of an amount equal to the withholding tax on the accrued fraction of interest calculated from the last interest payment date up to the transfer date.

(iii) Transfers of Bonds between two X-Accounts do not give rise to any adjustment on account of withholding tax.

Upon opening of an X-Account for the holding of Bonds, the Tax Eligible Investor is required to provide the Participant with a statement of its eligible status on a form approved by the Belgian Minister of Finance. There are no ongoing reporting requirements for Tax Eligible Investors save that they need to inform the Participants of any changes to the information contained in the statement of their tax eligible status. Participants are required to annually provide the NBB with listings of investors who have held an X-Account during the preceding calendar year.

An X-Account may be opened with a Participant by an intermediary (an Intermediary ) in respect of Bonds that the Intermediary holds for the account of its clients (the Beneficial Owners), provided that each Beneficial Owner is a Tax Eligible Investor. In such a case, the Intermediary must deliver to the Participant a statement on a form approved by the Minister of Finance confirming that: (i) the Intermediary is itself a Tax Eligible Investor; and (ii) the Beneficial Owners holding their Bonds through it are also Tax Eligible Investors. The Beneficial Owner is also required to deliver a statement of its eligible status to the intermediary.

These identification requirements do not apply to Bonds held in Euroclear or Clearstream, Luxembourg as Participants to the X/N System, provided that Euroclear or Clearstream only hold X-Accounts and that they are able to identify the holders for whom they hold Bonds in such account.

Belgian income tax and capital gains

Belgian resident individuals

Belgian resident individuals subject to Belgian personal income tax (personenbelasting/impôt des personnes physiques) and holding Bonds as a private investment, do not have to declare interest in respect of the Bonds in their personal income tax return, provided that Belgian withholding tax has effectively been levied on the interest.

Belgian resident individuals may nevertheless elect to declare interest in respect of the Bonds in their personal income tax return. Interest income which is declared this way will in principle be taxed at a flat rate of 25 % (or at the relevant progressive personal income tax rate(s), taking into account the taxpayer's other declared income, whichever is more beneficial) and no local surcharges will be due. The Belgian withholding tax levied may be credited against the taxpayer’s income tax liability.

Any capital gain upon a transfer of Bonds will in principle be tax exempt (excluding, for the avoidance of doubt, the interest component if any and except to the extent the tax authorities can prove that the capital gain does not result from the normal management of the individual's private estate). Capital losses on Bonds are in principle not tax deductible.

Other tax rules apply to Belgian resident individuals who do not hold the Bonds as a private investment.

Belgian resident companies

For corporate Bondholders who are Belgian residents for tax purposes, i.e. who are subject to Belgian corporate income tax ("Vennootschapsbelasting/Impôt des sociétés"), all interest derived from the Bonds and any capital gains realised upon the disposal of the Bonds are taxable at the applicable corporate income tax rate (the ordinary corporate tax rate is 33.99 % but lower rates apply to small income companies under certain conditions). Any retained Belgian interest withholding tax will generally, subject to certain conditions, be creditable against any corporate income tax due and the excess amount will in principle be refundable. Capital losses realised upon the disposal of the Bonds are in principle tax deductible.

Belgian legal entities

Bondholders who are Belgian resident legal entities subject to Belgian legal entities tax ("Rechtspersonenbelasting/Impôt des personnes morales") and which do not qualify as Tax Eligible Investors will not be subject to any further taxation on interest in respect of the Bonds over and above the Belgian withholding tax of currently 25 %.

Belgian legal entities which qualify as Tax Eligible Investors and which have received interest free of Belgian withholding tax due to the fact that they hold the Bonds through an X-Account with the X/N System will have to declare the interest and pay the applicable Belgian withholding tax to the Belgian Treasury themselves.

Belgian legal entities are not liable to income tax on capital gains realised upon the disposal of the Bonds (excluding, for the avoidance of doubt, the interest component if any). Capital losses are in principle not tax deductible.

Organisations for Financing Pensions

Interest and capital gains derived by Organisations for Financing Pensions in the meaning of the Law of 27 October 2006 on the activities and supervision of institutions for occupational retirement provision are in principle not subject to Belgian corporate income tax. Capital losses are in principle not tax deductible. Subject to certain conditions, any Belgian withholding tax that has been levied can be credited against any corporate income tax due and any excess amount is in principle refundable.

Belgian non-residents

Bondholders who are not residents of Belgium for Belgian tax purposes and who are not holding the Bonds through a permanent establishment in Belgium will not become liable for any Belgian tax on income or capital gains by reason only of the acquisition or disposal of the Bonds, provided that they qualify as Tax Eligible Investors and that they hold their Bonds through an X-Account.

Tax on stock exchange transactions and tax on repurchase transactions

A tax on stock exchange transactions ("taxe sur les opérations de bourse" / "taks op de beursverrichtingen") will be levied on the acquisition and disposal of Bonds on the secondary market if executed in Belgium through a professional

intermediary. The tax is due at a rate of 0.09 % on each acquisition and disposal separately, with a maximum amount of €650 per transaction and per party, and is collected by the professional intermediary. No transfer tax will be due on the issuance of the Bonds (primary market).

A tax on repurchase transactions ("taxe sur les reports" / "taks op de reportverrichtingen") at the rate of 0.085 % will be due from each party to any such transaction entered into or settled in Belgium in which a stockbroker acts for either party (with a maximum amount of €650 per transaction and per party).

Neither of the taxes referred to above will however be payable by exempt persons acting for their own account including investors who are not Belgian residents, provided they deliver an affidavit to the financial intermediary in Belgium confirming their non-resident status, and certain Belgian institutional investors as defined in Article 126.1 2° of the code of miscellaneous duties and taxes ("Code des droits et taxes divers" / "wetboek diverse rechten en taksen") for the tax on stock exchange transactions and Article 139, second paragraph, of the same code for the tax on repurchase transactions.

The EU Commission issued on 14 February 2013 the draft Directive on a financial transactions tax (FTT). The draft Directive currently stipulates that once the FTT enters into force, the participating Member States shall not maintain or introduce taxes on financial transactions other than the FTT (or VAT as provided in the Council Directive 2006/112/EC of 28 November 2006 on the common system of value added tax). For Belgium, the above mentioned transfer taxes may be abolished once and if the FTT enters into force. The draft Directive is still subject to negotiation between the participating Member States and therefore may be changed at any time. For further details on the FTT, please see “The proposed financial transactions tax” below.

The proposed financial transactions tax

The European Commission has published a proposal for a Directive for a common FTT in certain participating Member States.

The proposed FTT has very broad scope and could apply to certain dealings in financial instruments (including secondary market transactions).

The FTT could apply to persons both within and outside of the participating Member States. Generally, it would apply to certain dealings in financial instruments where at least one party is a financial institution, and either (i) at least one party is established or deemed to be established in a participating Member State or (ii) the financial instruments are issued in a participating Member State.

The proposed Directive remains subject to negotiation between the participating Member States and is the subject of legal challenge. It may therefore be altered prior to any implementation, the timing of which remains unclear.

Prospective holders of the Bonds are advised to seek their own professional advice in relation to the FTT.

Foreign Account Tax Compliance Act

Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986 (FATCA ) impose a new reporting regime and potentially a 30% withholding tax with respect to certain payments to (i) any non-U.S. financial institution (a “foreign financial institution”, or FFI (as defined by FATCA)) that does not become a Participating FFI by entering into an agreement with the U.S. Internal Revenue Service (IRS) to provide the IRS with certain information in respect of its account holders and investors or is not otherwise exempt from or in deemed compliance with FATCA and (ii) any investor (unless otherwise exempt from FATCA) that does not provide information sufficient to determine whether the investor is a U.S. person or should otherwise be treated as holding a “United States account” of the Issuer (a Recalcitrant Holder). The Issuer may be classified as an FFI.

The new withholding regime will be phased in beginning 1 July 2014 for payments from sources within the United States and will apply to foreign passthru payments (a term not yet defined) no earlier than 1 January 2017. This withholding would potentially apply to payments in respect of the Bonds if (i) the Bonds are characterised as equity for U.S. federal income tax purposes or (ii) the Bonds are materially modified on or after the grandfathering date, which is the date that is six months after the date on which final U.S. Treasury regulations defining the term foreign passthru payment are filed with the Federal Register.

The United States and a number of other jurisdictions have announced their intention to negotiate intergovernmental agreements to facilitate the implementation of FATCA (each, an IGA ). Pursuant to FATCA and the “Model 1” and

“Model 2” IGAs released by the United States, an FFI in an IGA signatory country could be treated as a Reporting FI not subject to withholding under FATCA on any payments it receives. Further, an FFI in a Model 1 IGA jurisdiction would generally not be required to withhold under FATCA or an IGA (or any law implementing an IGA) (any such withholding being FATCA Withholding ) from payments it makes. The Model 2 IGA leaves open the possibility that a Reporting FI might in the future be required to withhold as a Participating FFI on foreign passthru payments and payments that it makes to Recalcitrant Holders. Under each Model IGA, a Reporting FI would still be required to report certain information in respect of its account holders and investors to its home government or to the IRS. The U.S. Department of the Treasury and Belgium have announced an intention to enter into an IGA based on the Model 1 IGA.

If the Issuer does not become a Participating FFI, Reporting FI, or is not treated as exempt from or in deemed compliance with FATCA, the Issuer may be subject to FATCA Withholding on payments received from U.S. sources and Participating FFIs. Any such withholding imposed on the Issuer may reduce the amounts available to the Issuer to make payments on the Bonds. If the Issuer becomes a Participating FFI under FATCA, the Issuer and financial institutions through which payments on the Bonds are made may be required to withhold FATCA Withholding if (i) any FFI through or to which payment on such Bonds is made is not a Participating FFI, a Reporting FI, or otherwise exempt from or in deemed compliance with FATCA or (ii) an investor is a Recalcitrant Holder.

While the Bonds are in dematerialised form and held within the clearing systems, it is expected that FATCA will not affect the amount of any payments made under, or in respect of, the Bonds by the Issuer, any paying agent and the X/N System, given that each of the entities in the payment chain between the Issuer and the participants in the clearing systems is a major financial institution whose business is dependent on compliance with FATCA and that any alternative approach introduced under an IGA will be unlikely to affect the Bonds.

FATCA is particularly complex and its application is uncertain at this time. The above description is based in part on regulations, official guidance and model IGAs, all of which are subject to change or may be implemented in a materially different form. Prospective investors should consult their tax advisers on how these rules may apply to the Issuer and to payments they may receive in connection with the Bonds.

TO ENSURE COMPLIANCE WITH IRS CIRCULAR 230, EACH TA XPAYER IS HEREBY NOTIFIED THAT: (A) ANY TAX DISCUSSION HEREIN IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED BY THE TAXPAYER FOR THE PURPOSE OF AVOIDING U.S. FEDERAL INCOME TAX PENALTIES THAT MAY BE IMPOSED ON THE TAXPAYER; (B) ANY SUCH TAX DISCUSSION WAS WRITTEN TO SUPPORT THE PROMOTION OR MARKETING O F THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN; AND (C) THE TAXPAYER SHOU LD SEEK ADVICE BASED ON THE TAXPAYER’S PARTICULAR CIRCUMSTANCES FROM AN IND EPENDENT TAX ADVISER.

SUBSCRIPTION AND SALE

Bond Purchase Agreement

Pursuant to the terms of the Bond Purchase Agreement, the Issuer has agreed to issue the Bonds to the Original Bond Purchasers and the Lead Arranger on the Issue Date.

Pursuant to the Bond Purchase Agreement, the Original Bond Purchasers shall subscribe and pay for the Initial Issue Bonds on the Issue Date at a purchase price equal to 100 per cent. of the principal amount of the Initial Issue Bonds, being €2,900,000. The Forward Purchase Bonds will be subscribed and paid for by the Lead Arranger on the Issue Date at a purchase price equal to 100 per cent. of the principal amount of the Forward Purchase Bonds, being €575,000,000. Immediately following the purchase of the Forward Purchase Bonds by the Lead Arranger, the Issuer shall repurchase the Forward Purchase Bonds from the Lead Arranger on the Issue Date at the price equal to 100 per cent. of the principal amount of the Forward Purchase Bonds and the Lead Arranger shall transfer the Bonds to the Bond Custodian (for and on behalf of the Issuer).

Certain Bond Purchasers will be obliged to purchase certain of the Forward Purchase Bonds on each Bond Purchase Date in the principal amounts equal to the Purchaser Commitments specified in the table headed “Aggregate Purchaser Commitments” below, unless either:

(a) (i) an Event of Default is subsisting; and

(ii) the Issuer and the Bond Purchasers have received a certificate from the Technical Adviser which confirms that a PBCE Funding Shortfall exists and, taking into account the PBCE Available Amount, in the opinion of the Technical Adviser the Completion Date cannot be achieved on or before the PBCE Longstop Date; or

(b) an Insolvency Event occurs in relation to the Issuer; or

(c) for as long as EIB is a Bond Purchaser, an Event of Default is subsisting as a result of a breach by the Issuer of certain compliance and environmental obligations, or as a result of any prohibited payments under the terms of the Common Terms Agreement and EIB has delivered notice to the Issuer and each other Bond Purchaser in accordance with the Bond Purchase Agreement to confirm that it will exercise its right not to purchase the Forward Purchase Bonds.

Transfer

The Bond Purchasers may only transfer or assign their rights or obligations under the Bond Purchase Agreement:

(a) to any other Bond Purchaser without consent provided that such transferee or assignee has acceded to the Bond Purchase Agreement; or

(b) to any other entity provided that the following conditions are met:

(i) the prior written consent of the Issuer is obtained (such consent not to be unreasonably withheld or delayed); and

(ii) with the prior consent of the Security Trustee which shall be deemed to be given if the transfer is to a reputable bank, financial institution, fund, trust or other institutional investor, which has its principal place of business and registered office located in a member state of the European Union and a long term credit rating of “A-” or better by either Standard & Poor’s or Fitch or “A3” or better by Moody’s (or which posts a letter of credit issued by a bank rated “A-” or better by either Standard & Poor’s Fitch or A3 or better by Moody’s to back its commitment); and

(c) provided such transferee or assignee has acceded to the Bond Purchase Agreement.

Aggregate Purchaser Commitments

The Purchaser Commitments are in addition to the Bonds purchased by the Original Bond Purchasers on the Issue Date.

Bond Purchaser Aggregate Purchaser Commitment (€)

EIB € 144,500,000.00

ALLIANZ ALD FONDS € 600,000.00

ALLIANZ VKRENTEN DIREKT FONDS € 100,000.00

ALLIANZ RFG FONDS € 100,000.00

ALLIANZ VGI 1 FONDS € 100,000.00

ALLIANZ GLRS FONDS € 100,000.00

RAS VITARIV € 21,900,000.00

RB/AZB VITARIV € 7,000,000.00

AZ DANNI € 12,400,000.00

ALLIANZ IARD € 25,800,000.00

ALLIANZ VIE € 77,400,000.00

ALLIANZ PV-RD FONDS € 100,000.00

ALLIANZGI-FONDS PKM DEGUSSA € 100,000.00

UNIVERSAL-INVESTMENT-GESELLSCHAFT MBH € 100,000.00

ALLIANZ APAV FONDS € 100,000.00

PP Note Commitments

Pursuant to the Bond Purchase Agreement and the terms of the PP Notes, the Issuer may, in respect of each Bond Purchase Date, offer to sell and transfer and each Relevant Investor may agree to purchase Forward Purchase Bonds (the Relevant Investor Offer) in the principal amount equal to the Relevant Investor’s PP Note Commitment on the PP Note Pay-Up Date falling on such Bond Purchase Date. If a Relevant Investor does agree to such purchase, it shall make payment of an amount equal to its PP Note Commitment on such Bond Purchase Date for the relevant Forward Purchase Bonds which shall discharge its obligation to pay-up its PP Note. In the event the Issuer does not offer to sell and transfer Forward Purchase Bonds to a Relevant Investor or the Issuer has offered to sell and transfer Forward Purchase Bonds to a Relevant Investor but that Relevant Investor has instead elected to pay up the relevant PP Notes, the Issuer shall cancel the Forward Purchase Bonds in an amount equal to the Relevant Investor’s PP Note commitment on such Bond Purchase Date, subject to the provisions of the Bond Purchase Agreement.

PP Noteholder (Relevant Investor) Aggregate PP Note Commitment (€)

ALLIANZ ALD FONDS 154,901,000.00

ALLIANZ VKRENTEN DIREKT FONDS 22,901,000.00

ALLIANZ RFG FONDS 19,101,000.00

ALLIANZ VGI 1 FONDS 19,101,000.00

ALLIANZ GLRS FONDS 19,101,000.00

ALLIANZ PV-RD FONDS 5,701,000.00

ALLIANZGI-FONDS PKM DEGUSSA 19,901,000.00

BUMA-UNIVERSAL-FONDS III 19,201,000.00

ALLIANZ APAV FONDS 7,601,000.00

Selling Restrictions

United States:

Each Bond Purchaser and the Joint Lead Managers understands that the Bonds have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act), and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S under the Securities Act (Regulation S) or pursuant to an exemption from the registration requirements of the Securities Act. Each Bond Purchaser and the Joint Lead Managers represents that it has offered and sold the Bonds, and agrees that it will offer and sell the Bonds (i) as part of their distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering and the Issue Date, only in accordance with Rule 903 of Regulation S. Accordingly, neither it, its affiliates nor any persons acting on its or their behalf have engaged or will engage in any directed selling efforts with respect to the Bonds, and it and they have complied and will comply with the offering restrictions requirement of Regulation S. Each Bond Purchaser and the Joint Lead Managers agrees that, at or prior to confirmation of sale of Bonds, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Bonds from it during the distribution compliance period a confirmation or notice to substantially the following effect:

“The Securities covered hereby have not been registered under the United States Securities Act of 1933, as amended (the Securities Act), and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and the Issue Date, except in either case in accordance with Regulation S under the Securities Act. Terms used above have the meanings given to them by Regulation S.”

Terms used in this paragraph have the meanings given to them by Regulation S.

For the purposes of this paragraph, “affiliate” has the meaning given to it in Rule 501(b) of Regulation D under the Securities Act.

United Kingdom:

(a) Each Bond Purchaser and the Joint Lead Managers has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the Bonds in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer; and

(b) Each Bond Purchaser and the Joint Lead Managers has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Bonds in, from or otherwise involving the United Kingdom.

General:

(i) Each Bond Purchaser and the Joint Lead Managers acknowledges that, save for having obtained the approval of the Prospectus by the CSSF as competent authority in Luxembourg under the Prospectus Directive, no further action has been or will be taken in any jurisdiction by any Bond Purchaser or the Joint Lead Managers that would permit an offer of the Bonds to the public, or possession or distribution of the Prospectus or any other offering material, in any country or jurisdiction where such further action for that purpose is required.

(ii) Each of the Bond Purchasers and the Joint Lead Managers undertakes that it will not, directly or indirectly, offer or sell any Bonds, or distribute the Prospectus or any other material relating to the

Bonds in or from any country or jurisdiction except in circumstances that will result in compliance with applicable laws, orders, rules and regulations.

GLOSSARY

Affiliate means a Subsidiary or a Holding Company of a person or any other Subsidiary of that Holding Company.

Amortisation Amount means:

(a) in respect of the Bonds, has the meaning given to it in Condition 4.2 (Scheduled Redemption) of the Conditions; and

(b) in respect of the PP Notes, has the meaning given to it in PP Note Condition 5.2 (Scheduled Redemption) of the PP Note Conditions.

Authorised Investment means at any time:

(a) euro-denominated certificates of deposit maturing within six months after the relevant date of calculation and issued by a bank or financial institution having a long term credit rating of either A3 or higher by Moody’s, or A- or higher by Standard & Poor’s or Fitch, and not convertible or exchangeable to any other security;

(b) any investment in euro-denominated marketable debt obligations issued or guaranteed by the government of any member state of the European Economic Area or any Participating Member State or by an instrumentality or agency of any of them, in each case, having a long term credit rating of either A3 or higher by Moody’s, or A- or higher by Standard & Poor’s or Fitch, maturing within six months after the relevant date of calculation and not convertible or exchangeable to any other security;

(c) euro-denominated commercial paper not convertible or exchangeable to any other security:

(i) for which a recognised trading market exists;

(ii) issued by an issuer incorporated in any member state of the European Economic Area or any Participating Member State (in a maximum aggregate amount of €3,000,000 per issuer);

(iii) which matures within 180 days after the relevant date of calculation; and

(iv) which has a credit rating of either A-2 or higher by Standard & Poor’s or F2 or higher by Fitch or P-3 or higher by Moody’s or, if no rating is available in respect of the commercial paper, the issuer of which has, in respect of its long term unsecured and non-credit enhanced debt obligations, an equivalent rating;

(d) any euro-denominated investment accessible within 30 days in money market funds which have a credit rating of either A-2 or higher by Standard & Poor’s or F2 or higher by Fitch or P-2 or higher by Moody’s or which invest substantially all their assets in securities of the types described in subparagraphs (a) to (c) above, or

(e) fixed term cash deposits with a bank or financial institution having a long term credit rating of either A3 or higher by Moody’s, or A- or higher by Standard & Poor’s or Fitch;

in each case, to which the Issuer is beneficially entitled at that time and which are not issued or guaranteed by the Issuer or subject to any Security Interest (other than one arising under the Security Documents).

Authorised Signatory means any person who is duly authorised by the Issuer or any Party and in respect of whom a certificate has been provided signed by a director of the Issuer or such Party setting out the name and signature of that person and confirming such person’s authority to act.

Authority Account Pledge means the account pledge between the Issuer as pledgor and the Authority as pledgee dated the Issue Date pursuant to which the Issuer grants a first ranking pledge in favour of the Authority in respect of the Insurance Proceeds Account and any receivables arising from the relevant Insurances.

Belgian Parallel Debt means all present and future obligations and indebtedness of the Issuer to the Security Trustee pursuant to Clause 3.6 (Parallel debt - Covenant to pay the Security Trustee) of the Common Terms Agreement.

Block Voting Instruction means a document issued by a Recognised Accountholder or the X/N System in accordance with the provisions of the STID;

Bond Creditors means:

(a) the Bondholders;

(b) if and to the extent there are any outstanding Purchaser Commitments under the Bond Purchase Agreement, the Bond Purchasers with such Outstanding Purchaser Commitments; and

(c) the PP Noteholders.

Bond Custody Agreement means the custody agreement dated on or about the Issue Date between the Issuer and the Bond Custodian.

Bond Custodian means Deutsche Bank AG, London Branch as bond custodian under the Bond Custody Agreement.

Bond Purchase Date means the Issue Date and each date specified in column 1 of the table in Part B of Schedule 1 of the Bond Purchase Agreement on which certain of the Bond Purchasers are obliged to purchase Forward Purchase Bonds from the Issuer in accordance with the terms of the Bond Purchase Agreement provided that if any such day is not a Target Settlement Day it shall be the next following Target Settlement Day.

Bonds means the €577,900,000 4.49% Secured Amortising Bonds due 2045 issued by the Issuer on the Issue Date.

Business Day means:

(a) in relation to any sum payable in euro, a TARGET Settlement Day;

(b) in relation to the PBCE Agreement, a Notice of Demand, and/or any amount drawn under the PBCE Letter of Credit, any reference to “Business Day” shall include a day on which commercial banks and the PBCE Provider are open for general business in Luxembourg;

(c) in relation to any sum payable in a currency other than euro, a day on which commercial banks and foreign exchange markets settle payments generally in Brussels and in the principal financial centre of the currency in which such financial indebtedness is denominated; and

(d) for any other reason where the context so requires, a day (other than Saturday or Sunday) on which commercial banks are open generally in Brussels, London and Luxembourg.

Capitalised Interest means where any accrued interest is due on any date during the Term of the PBCE Agreement but not paid in accordance with the PBCE Agreement then any such unpaid interest shall be capitalised by the PBCE Provider and shall be added to the principal amount of the Issuer’s reimbursement obligation pursuant to Clause 4.1(a)(i) of the PBCE Agreement in accordance with applicable law, interest shall accrue on any such Capitalised Interest, in each case, in accordance with applicable law.

Cashflow available for Debt Service or CFADS means, subject to certain adjustments, for any period:

(a) the aggregate of (without double counting):

(i) all amounts received by the Issuer for its own account pursuant to and in accordance with the provisions of the Project Documents;

(ii) Insurance Proceeds received by the Issuer (except proceeds applied or to be applied to repair or reinstate damaged assets or cover third party Liabilities);

(iii) remuneration on Project Accounts and any income from Authorised Investments, in each case received by the Issuer for its own account (net of Taxes);

(iv) Tax rebates;

(v) amounts received by the Issuer as liquidated damages or compensation under any Project Documents in respect of loss of revenue;

(vi) any withdrawals from the Maintenance Reserve Account, provided that the MRA Required Balance is maintained;

(vii) (only in relation to the first two Testing Dates) any costs of the Issuer relating to the period between the Availability Date and the first Test Date funded by the final drawdown under the Bond Purchase Agreement and provided for in the Operating Financial Model as CFADS for such period; and

(viii) other amounts as approved by the Security Trustee,

in each case received by the Issuer;

less (without double counting)

(b) the aggregate of:

(i) Operating Costs;

(ii) Project Costs;

(iii) Issuer Costs;

(iv) any amounts required to be credited to the Maintenance Reserve Account in order to maintain the MRA Required Balance;

(v) fees to the Account Bank, the Account Operator, the Project Agent, the Bond Custodian, the Paying Agents, the Bond Trustee and the Security Trustee; and

(vi) amounts used in replacement of assets sold or disposed of,

in each case paid by the Issuer, during that period, converted if necessary into euros at the actual rate of exchange achieved by the Issuer in respect of the receipt or payment at the Projected Spot Rate of Exchange on the date of projected receipt or payment.

Charged Property means:

(a) the whole of the property, rights, assets and undertakings of the Issuer and the rights attaching to the shares held by HoldCo in the Issuer that are the subject of the Security Interests expressed to be granted in favour of the Security Trustee as creditor in its own name and for its own account under the Belgian Parallel Debt and as trustee for itself and for the account of the Secured Creditors pursuant to the Security Documents and all proceeds of those Security Interests;

(b) all obligations expressed to be undertaken by the Issuer to pay amounts in respect of the Secured Liabilities to the Security Trustee as trustee for the Secured Creditors and secured by the Transaction Security together with all representations and warranties expressed to be given by the Security Providers in favour of the Security Trustee as trustee for the Secured Creditors;

(c) the Security Trustee’s interest in any trust fund created pursuant to Clause 7 (Turnover of Receipts) of the STID; and

(d) any other amounts or property, whether rights, entitlements, choses in action or otherwise, actual or contingent, which the Security Trustee is required by the terms of the Finance Documents to hold as trustee on trust for the Secured Creditors.

Commencement Certificate means the written notification by the Authority to the Issuer confirming that the conditions set out in the DBFM Agreement have been satisfied.

Commencement Date means the date on which the Commencement Certificate is given by the Authority to the Issuer.

Completion Requirements means the completion requirements set out in Appendix 7 (Technical Specifications) to the DBFM Agreement

Compliance Certificate means a certificate, substantially in the form of Schedule 3 (Form of Compliance Certificate) to the Common Terms Agreement, signed by an Authorised Signatory of the Issuer.

DBFM Direct Agreement means the Directe Overeenkomst and is defined in the DBFM Agreement as the agreement signed by the Authority, Security Agent and the Issuer on Financial Close, which is attached as Appendix 16 (Direct Agreement) of the DBFM Agreement.

Debt Service Cover Ratio means, in relation to any period, the ratio of CFADS to Debt Service for that period.

Debt Service Shortfall has the meaning given to it in Part C of Schedule 5 (Project Accounts and Cash Management) of the Common Terms Agreement.

Default means an Event of Default or any event or circumstance which would (with the expiry of a grace period, the giving of notice, the making of any determination or any combination of any of the foregoing), be an Event of Default.

Defaulting Purchaser has the meaning given to it in the Bond Purchase Agreement.

Designated Information means:

(a) each Designated Report;

(b) any Reinstatement Plan delivered by the Issuer pursuant to Clause 10.10 (Reinstatement) of the Common Terms Agreement;

(c) any remedial plan delivered pursuant to Clause 13.13 (Availability and Completion) of the Common Terms Agreement;

(d) all information delivered to the Project Agent pursuant to Clause 4.10 (Information: Miscellaneous) of the Common Terms Agreement (other than information delivered pursuant to paragraphs a(iii) or (a)(iv) of Clause 4.10, unless the Issuer directs the Project Agent to publish such information and in respect of paragraphs (a)(i) and (a)(v) only the information expressly required to be published on the Designated Website pursuant to such provisions); and

(e) any other information delivered to the Project Agent in accordance with the Finance Documents and which the Issuer directs the Project Agent to publish on the Designated Website.

Designated Report means each set of Financial Statements, each Compliance Certificate, each Periodic Report, each Project Budget and the Operating Financial Model each delivered by the Issuer pursuant to the Common Terms Agreement.

Designated Website means https://tss.sfs.db.com/investpublic or such other website chosen by the Issuer and the Project Agent and notified in writing to Bond Creditors as the site of publication of any Designated Information required to be published pursuant to the Common Terms Agreement.

Direct Agreements means each of the DBFM Direct Agreement, the EPC Direct Agreement and the MTC Direct Agreement.

Discretion Matter means any matter in which the Security Trustee may exercise its discretion to approve any request made in a STID Proposal without any requirement to seek the approval of any other Secured Creditor pursuant to paragraph 1.7 (Discretion Matters) of Schedule 2 (STID Decision-Making Protocol) of the STID.

Distribution means:

(a) dividends, charge, remuneration, fee (including, without limitation, payment of fees to a Shareholder or an Affiliate of a Shareholder other than as expressly permitted under the Transaction Documents) or other distribution (in cash or in kind);

(b) repayment of share premium reserve, or any other payment by a way of return on capital of, or other investment in, the Issuer or participation in the income or profits of the Issuer; or

(c) repayment, redemption, repurchase or return of the capital (of any tier) of the Issuer or any such other investment or any other such payment in respect of any debt (in cash or in kind) including payments or repayments in respect of any Subordinated Debt,

excluding, for the avoidance of doubt, any amounts which constitute Issuer Costs, the Completion Fee and any payment to the Shareholders permitted under the Finance Documents of amounts standing to the credit of the PBCE Reserve Account.

Distribution Conditions means:

(a) from and including the Issue Date to (and including) the Completion Date:

(i) no Event of Default is subsisting;

(ii) the Distribution is no more than the fee amount payable under the Shareholder Loan Agreements prior to the Completion Date, which shall be no more than an amount equal to 2.8% per annum of the principal amount outstanding of Shareholder Loans;

(iii) the Issuer is no more than 3 months behind the original Construction Programme as at the Issue Date unless the Technical Adviser certifies that, in its opinion, Completion will occur on a date no later than 3 months after the Scheduled Completion Date; and

(iv) no amounts have been drawn and not repaid under the PBCE Letter of Credit or the PBCE Agreement (including, without limitation, in respect of principal and interest);

(b) from (but excluding) the Completion Date each of the following conditions:

(i) the Historic DSCR is equal to, or greater than, 1.15:1 and the Projected DSCR is equal to, or greater than 1.15:1, in each case for the most recent Test Date;

(ii) the LLCR is equal to, or greater than, 1.20:1 for the most recent Test Date;

(iii) the DSRA is funded to the DSRA Required Balance;

(iv) the Maintenance Reserve Account is funded to the Required MRA Balance;

(v) no Event of Default or Default is continuing (or would occur as a result of the proposed distribution);

(vi) the first scheduled repayment of principal under the Bonds has been made;

(vii) no amounts have been drawn and not repaid under the PBCE Letter of Credit or the PBCE Agreement (including, without limitation, in respect of principal and interest);

(viii) no dispute is continuing in relation to any Assumptions, projections, forecasts or other information included in any Designated Report which could impact the calculation of the Historic DSCR, the Projected DSCR, the LLCR or whether any other Distribution Condition is satisfied and which has not been finally determined by an Expert in accordance with the provisions of the Common Terms Agreement, and

(ix) the amount of the Distribution does not exceed the amount standing to the credit of the Proceeds Account and available for transfer to the Distributions Account pursuant to Clause 1.4 (Proceeds Account) of Schedule 5 (Project Accounts and Cash Management) of the Common Terms Agreement.

Distributions Account means the account established or to be established in accordance with the Account Bank Agreement and Schedule 5 (Project Accounts and Cash Management) of the Common Terms Agreement.

DSCR Period means, on any Test Date, the two consecutive complete Testing Periods commencing after that Test Date or, if there are fewer than two complete Testing Periods commencing after that Test Date, the remaining Testing Period commencing after that Test Date.

DSRA Required Balance means:

(a) from (and including) the Issue Date to (but excluding) the final Bond Purchase Date, zero;

(b) from (and including) the final Bond Purchase Date to (but excluding) the first Test Date falling after the final Bond Purchase Date, an amount equal to the aggregate of all amounts payable in respect of Debt Service during such period; and

(c) on each Test Date thereafter, an amount equal to the aggregate of the amounts payable in respect of Debt Service during the Testing Period commencing on that Test Date.

Enforcement Action means:

(a) in relation to any Secured Liability:

(i) instructing the Bond Trustee to accelerate the Bonds or PP Notes or the acceleration of any Secured Liability or the making of any declaration that any Secured Liability is prematurely due and payable (other than as a result of it becoming unlawful for any of the Secured Creditors or the PBCE Provider to perform its obligations under, or of any voluntary or mandatory prepayment arising under, the Finance Documents);

(ii) the making of any declaration that any Secured Liability is payable on demand;

(iii) the making of a demand in relation to a Secured Liability that is payable on demand;

(iv) the exercise of any right of set-off, account combination or payment netting against the Issuer in respect of any Liability other than the exercise of any such right which is otherwise expressly permitted under the Finance Documents; and

(v) the suing for, commencing or joining of any legal or arbitration proceedings against the Issuer to recover any Secured Liability;

(b) the taking of any steps to enforce or require the enforcement of any Security Interest (including the revocation of any authorisation provided in, and the crystallisation of any floating charge forming part of, the Transaction Security);

(c) the entering into of any composition, compromise, assignment or arrangement with the Issuer; or

(d) the petitioning, applying or voting for, or the taking of any steps (including the appointment of any liquidator, receiver, administrator or similar officer) in relation to, the winding up, dissolution, administration or reorganisation of the Issuer or any of the Issuer’s assets or any suspension of payments or moratorium of any indebtedness of the Issuer, or any analogous procedure or step in any jurisdiction,

except that the following shall not constitute Enforcement Action:

(i) the taking of any action which is necessary (but only to the extent necessary) to preserve the validity, existence or priority of claims in respect of Secured 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; and

(ii) the PBCE Provider 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 Clause 2.4 (Covenants of the Issuer) of the PBCE Agreement

(B) obtaining specific performance (other than specific performance of an obligation to make a payment) of Clause 2.4 (Covenants of the Issuer) of the PBCE Agreement;

(C) requesting judicial interpretation of any provision of any Finance Document to which it is party with no claim for damages; or

(D) claiming for damages in an amount not exceeding EUR1,000,000 (such amount to be indexed on an accumulated annual basis by reference to the official general cost of living index in

Belgium and payable to the PBCE Provider on a subordinated basis on any Payment Date in accordance with the priority of payments set out in the Finance Documents).

Environmental Approvals shall mean any permit, licence, consent, approval or other authorisation and the filing of any notification, report or assessment required under or in respect of any Environmental Law.

Environmental Claim means any claim, proceeding, formal notice or investigation by any person pursuant to any Environmental Law.

Environmental Law means:

(a) EU law, standards and principles;

(b) applicable Belgian national laws and regulations; and

(c) applicable international treaties,

of which a principal objective is the preservation, protection or improvement of the Environment.

Environmental Permit means any permit, license, consent, approval and other authorisation and the filing of any notification, report or assessment required under any Environmental Law for the operation of the business of the Issuer conducted on or from the properties owned or used by the Issuer.

Equity Documents means the Articles of Association of the Issuer, the Shareholders Agreement and the Subordinated Finance Documents.

EUR, € or euro means the lawful currency of the Member States of the European Union which adopt or have adopted it as their currency in accordance with the relevant provisions of the Treaty on European Union and the Treaty on the Functioning of the European Union or their succeeding treaties.

EURIBOR shall have the meaning given to such term in the PBCE Agreement.

Expert means a person appointed by the Project Agent and having appropriate expertise with respect to, but no interest in the outcome of, the matter referred to him.

External Adviser means the Technical Adviser, the Insurance Adviser, the Financial Model Auditor, and any other professional appointed from time to time by the Secured Creditors in connection with the Project.

Extraordinary Resolution has the meaning given to it in paragraph 3.3 of Schedule 2 (STID Decision-Making Protocol) of the STID.

Final Discharge Date means the later to occur of the Senior Discharge Date, the PBCE Discharge Date and PP Noteholder Subordinated Liabilities Discharge Date.

Final Maturity Date means 30 September 2045.

Finance Documents means the Common Terms Agreement, the STID, the Account Bank Agreement, each Security Document, each Direct Agreement, the Master Definitions Agreement, the Bond Trust Deed, the Bond Purchase Agreement, the PP Note Subscription Agreement, the Paying Agency Agreement, the PBCE Agreement, the PBCE Letter of Credit, the Project Agent Appointment Agreement, the Bond Custody Agreement, the Clearing Agreement and any other document designated as a Finance Document by the Issuer and the Security Trustee.

Financial Close means the latest of (i) the date of issuance of the Bonds and (ii) the signing of the PBCE Letter of Credit.

Financial Indebtedness means (without double counting) any indebtedness for or in respect of:

(a) moneys borrowed or raised (whether or not for cash);

(b) any documentary or standby letter of credit facility;

(c) any acceptance credit;

(d) any bond, note, debenture, loan stock or other similar instrument;

(e) any finance or capital lease or hire purchase contract which would, in accordance with Applicable Accounting Principles, be treated as such;

(f) any amount raised pursuant to any issue of shares which are capable of redemption;

(g) receivables sold or discounted (other than on a non-recourse basis to the Issuer);

(h) the amount of any liability in respect of any advance or deferred purchase agreement if either one of the primary reasons for entering into such agreement is to raise finance or the relevant payment is advanced or deferred for a period in excess of 90 days;

(i) any termination amount due from the Issuer in respect of any derivative transaction that has terminated;

(j) any other transaction (including any forward sale or purchase agreement) which has the commercial effect of a borrowing (other than any trade credit or indemnity granted in the ordinary course of the Issuer’s trading and upon terms usual for such trade);

(k) any counter indemnity obligation in respect of any guarantee, indemnity, bond, letter of credit or any other instrument issued by a bank or financial institution; and

(l) any guarantee, indemnity or similar assurance against financial loss of any person in respect of any item referred to in paragraphs (a) to (k) above.

Financial Model means Financieel Model, as defined in the DBFM Agreement and being, at the Issue Date, in the agreed form and reviewed by the Financial Model Auditor and approved by the Authority, the PBCE Provider and by the Lead Arranger (on behalf of the Original Bond Purchasers) and thereafter as amended, varied or supplemented from time to time.

Financial Model Auditor means Ernst & Young and any replacement or substitute as permitted under the Finance Documents.

Financial Ratio means any of the Historic DSCR, Projected DSCR, the PBCE Rebalancing Historic DSCR, BLCR and the PBCE PLCR as set out in Clause 12 (Financial Covenants) of the Common Terms Agreement.

Financial Statements means, at any time, the financial statements of the Issuer, most recently delivered to the Project Agent in accordance with Clause 4.2 (Financial Statements) of the Common Terms Agreement.

Financier means a (legal) person that (be it through an agent, trustee or other representative or directly) has entered into a Financing Agreement with the Issuer, including a Bondholder and a PBCE provider.

Financing Agreement means:

a) all agreements, debt instruments or other arrangements under which credit facilities (including guarantee facilities and letters of credit) are granted directly or indirectly for the financing of the Works, including one or more bond issues and including the PBCE Documents;

b) other agreements, debt instruments, fee letters or arrangements showing that monies are (potentially) owed (including rating agency fees and agency fees) in relation to the financing of the Works;

c) instruments to hedge interest-rate risk, currency risk, inflation risk and other derivatives (or related options) concluded or taken out in relation to (the financing of) the Works;

d) arrangements relating to (a) and (b), including intercreditor agreements, security, guarantees and monoline wraps; and

e) letters of credit issued in connection with the Works,

but excluding subordinated loans provided to the Issuer by its shareholders.

Financing Costs means:

(a) all amounts payable in respect of the Bonds and the PP Notes;

(b) all amounts payable in respect of the PBCE Agreement and the PBCE Letter of Credit to the PBCE Provider (including any fees and expenses); and

(c) all amounts payable pursuant to the Finance Documents to the Security Trustee, the Bond Purchasers, the Bond Trustee, the Account Bank, the Account Operator, the Project Agent, the Bond Custodian and the Paying Agents.

Fitch means Fitch Ratings Ltd., or any successor to its rating business.

Form of Operating Financial Model means the form of the operating financial model delivered as a condition precedent to the Common Terms Agreement.

Funding Shortfall means at any time prior to the Completion Date, the aggregate (without double counting) of:

(a) the amount which is then projected and estimated in the Construction Budget to be the maximum liability of the Issuer to make payments (whether past due and unpaid, current and due or future) in respect of the Construction Costs prior to or on the Completion Date to ensure that the Completion Date occurs on or before the PBCE Longstop Date; and

(b) the amount of all other liabilities of the Issuer (including in respect of Operating Costs or sums due under the Finance Documents, excluding any sums due in respect of Bonds which are not the subject of Purchaser Commitments) projected in the current Construction Budget to become payable prior to the earlier of (i) the projected Completion Date and (ii) the PBCE Longstop Date,

exceeds the aggregate (without double counting) of:

(i) the sum of all amounts standing the credit of the Project Accounts which are available for application towards costs incurred under (a) and (b) above provided that such amounts are permitted to be withdrawn from the relevant account in accordance with the Finance Documents, and so long as an Event of Default would not occur as a result of the withdrawal of such amount from the relevant Project Account;

(ii) amounts to be paid by the Bond Purchasers to the Issuer on each subsequent Bond Purchase Date in accordance with the Purchaser Commitments as set out in Part B of Schedule 1 to the Bond Purchase Agreement;

(iii) the PP Note Commitments to be paid by the PP Noteholders on each PP Note Pay-Up Date;

(iv) any Project Revenues receivable by the Issuer during the period from the date of such calculation up to the earlier of (i) the projected Completion Date and (ii) the PBCE Longstop Date;

(v) any undrawn amount unconditionally and irrevocably due to the Issuer pursuant to the Equity Documents and Subordinated Finance Documents; and

(vi) the PBCE Available Amount.

Good Industry Practice means those levels of skill, care, expertise and standards of good trade practice as may reasonably be expected of an experienced entity which is not state-owned or operated (whether by a government, a public administration or any other state entity whatsoever) building, operating and maintaining a road broadly comparable to the Issuer and providing the same or substantially similar services (taking into consideration regulatory, legal and planning constraints applicable to the Issuer).

Governmental Authority means any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

Historic DSCR means, on any Test Date, the Debt Service Cover Ratio for the Historic Period ending on that Test Date.

Historic Period means:

(a) the Testing Period ending on the first Test Date; and

(b) after that, the two consecutive Testing Periods ending on each subsequent Test Date.

HoldCo means Via Brugge NV.

HoldCo Security Documents means the Issuer Share Pledge and any other documents pursuant to which HoldCo grants Security Interests in favour of the Security Trustee to secure the Issuer’s obligations under the Finance Documents.

HoldCo Shareholders means Jan De Nul NV, Asfalt-, Wegenis- en Bouwwerken NV, Aclagro NV, Inframan NV, Algemene Aannemingen Van Laere NV, Franki Construct NV and DG Infra+ NV and each party hereto from time to time which has any interest in the share capital of HoldCo and any person who accedes to the STID as a Shareholder.

Holding Company of any other person, means a person in respect of which that other person is a Subsidiary.

Initial Operating Budget means the operating budget delivered as a condition precedent to the Common Terms Agreement.

Insolvency Event means any event referred to in Clauses 13.6 (Insolvency) to 13.8 (Creditors’ process) of the Common Terms Agreement.

Insolvency Official means, in connection with any insolvency proceedings in relation to a company, a liquidator, provisional liquidator, administrator, administrative receiver, receiver, manager, nominee, supervisor, trustee, conservator, guardian or other similar official in respect of such company or in respect of all (or substantially all) of the company’s assets or in respect of any arrangement or composition with creditors.

Insurance Adviser means Marsh NV or any other person appointed by the Issuer with the Security Trustee’s consent.

Insurance Proceeds means all proceeds and amounts payable or paid in respect of any claim relating to the Project under any Insurances (net of costs and expenses associated with such claim).

Insurance Proceeds Account means the account established or to be established in accordance with the Account Bank Agreement and Schedule 5 (Project Accounts and Cash Management) of the Common Terms Agreement.

Insurances means, as the context may require, any contract or policy of insurance taken out by the Issuer from time to time, including in each case any future renewal or replacement of any such insurance whether with the same or different insurers and whether on the same or different terms.

Interface and Coordination Contract means the interface and coordination agreement entered into by the Issuer, the EPC Contractor and the MTC Contractor.

Investor Meeting means the annual meeting of the management of the Issuer and the Secured Creditors to be held within 8 weeks of the publication of the Periodic Report due in June in each year, and conducted in accordance with the requirements set out in the Common Terms Agreement.

Issuer Costs means, for any period, the following costs, expenses and fees (without double counting) properly incurred by the Issuer during such period in connection with the implementation of the Works (and for the operations in respect of paragraph (b) below) in accordance with the Transaction Documents:

(a) all costs, expenses and fees in connection with the management of the Issuer pursuant to any agreements for the provision of management services and/or personnel and/or employment costs:

(b) all insurance premiums in respect of the Insurances;

(c) all costs, expenses and fees required to be paid by the Issuer, including the costs, expenses and fees of the Technical Adviser, the Insurance Adviser and any legal or financial advisors, in each case in connection with the Project and/or the Transaction Documents;

(d) all Taxes (including VAT),

each as contemplated in the Financial Model and provided for in the then applicable Project Budget or otherwise as approved by the Security Trustee but excluding any Project Costs, Operating Costs and Financing Costs.

Issuer Discretion Matters means:

(a) where the EPC Contractor requests any change or changes to the schedule of Works within the Construction Programme with the consequence that it intends to claim payment for works carried out ahead of their originally scheduled time, in lieu of payment for Works that were scheduled to be carried out but have not yet been carried out, then the Issuer may agree to such changes, where the following conditions are met:

(i) the Issuer is not required to raise any additional Financial Indebtedness in connection with such changes;

(ii) the Technical Adviser has certified to the Security Trustee that the proposed changes to the Construction Programme and related costs are reasonable and have an equivalent value to the value of the Works which were scheduled to have been carried out but have not yet been carried out, and should not have an adverse impact on the critical path of the Construction Programme; and

(iii) if there is a cumulative delay to the Construction Programme, the delay is no more than two months from the original Construction Programme agreed at the Issue Date.

(b) entry into any new or replacement contract by the Issuer, provided that:

(i) there is no additional cost to the Issuer;

(ii) the value of the new or replacement contract is less than €10 million in aggregate (or €2 million per annum, if the contract is annual); and

(iii) the Technical Adviser has certified to the Security Trustee that the new or replacement contract is on reasonable terms and should not have an adverse impact on the Project.

(c) approval of any Change (as defined in the DBFM Agreement) and entry into such new contracts or amendments to the existing Project Documents as may be necessary in connection with such Change, provided that the Technical Adviser has certified to the Security Trustee that all additional risks and costs of the Issuer in relation to such Change have been passed to or fully compensated by the EPC Contractor, the MTC Contractor or the Authority, as relevant. Where such change results in an increase in the payments made by the Authority to the EPC contractor or MTC Contractor, the cumulative value of such payments shall not exceed €10 million for the EPC Contractor and €5 million for the MTC Contractor.

Issuer Gross-Up Amount means the additional amount that the Issuer is required to pay to any PP Noteholder under PP Note Condition 7(Taxation) as a result of the non-occurrence of a Relevant Event.

Issuer Shareholders means HoldCo and Via-Invest Vlaanderen NV and each party hereto from time to time which has any interest in the share capital of the Issuer and any person who accedes to the STID as a Shareholder.

Legal Reservations means:

(a) the principle that equitable remedies are remedies which may be granted or refused at the discretion of the court, the limitation of enforcement by laws relating to bankruptcy, insolvency, liquidation, reorganisation, court schemes, moratoria, administration- and other laws generally affecting the rights of creditors;

(b) the time barring of claims under applicable limitation laws (including the Limitation Acts), the possibility that an undertaking to assume liability for or to indemnify a person against non-payment of stamp duty may be void, defences of set-off or counterclaim; and

(c) any other general principles which are set out as qualifications as to matters of law in the legal opinions delivered to the Security Trustee under Schedule 1 (Conditions Precedent) to the Common Terms Agreement.

Liability means any present or future liability (actual or contingent), together with:

(a) any permitted novation, deferral or extension of that liability;

(b) any further advance which may be made under any agreement expressed to be supplemental to any document in respect of that liability, together with all related interest, fees and costs;

(c) any claim for damages or restitution in the event of rescission of that liability or otherwise;

(d) any claim flowing from any recovery by a payment or discharge in respect of that liability on grounds of preference or otherwise; and

(e) any amount (such as post-insolvency interest) which would be included in any of the above but for its discharge, non-provability, unenforceability or non-allowability in any insolvency or other proceedings.

Limitation Acts means the Limitation Act 1980 and the Foreign Limitation Periods Act 1984;

Luxembourg Stock Exchange means the Luxembourg Stock Exchange or such other body to which its functions have been transferred.

Material Adverse Effect means any event or change of circumstance, which has the effect of being or which is or is likely to be materially adverse to:

(a) the ability of any Material Project Party to meet its payment obligations and perform and comply with any of its other material obligations under the Transaction Documents to which it is a party;

(b) the business, operations, property, condition (financial or otherwise) of a Material Project Party;

(c) subject to the Legal Reservations, the validity, legality or enforceability of, or the rights or remedies of any Secured Creditor under the Finance Documents; or

(d) subject to Legal Reservations, the validity, legality or enforceability of, or the perfection, effectiveness or ranking of, or the value of any Security granted or purported to be granted pursuant to any of the Security Documents.

Material Project Party means any of (i) the Issuer, (ii) the EPC Contractor (excluding for the avoidance of doubt, each of its members and each member of any joint venture participating therein) (up until the end of the defects liability period under the EPC Contract or such longer period in case a claim under the contractual or defects liability would be outstanding, (iii) NY Ondernemingen Jan De Nul, for so long as it is a member of the EPC Contractor (up until the end of the defects liability period under the EPC Contract or such longer period in case a claim under the contractual or defects liability would be outstanding) and (iv) the MTC Contractor.

MRA Default means an Event of Default arising as a result of the amounts standing credit of the Maintenance Reserve Account being less than the MRA Required Balance pursuant to Clause 13.16 (MRA Required Balances) of the Common Terms Agreement.

MRA Required Balance means from the Test Date following the Availability Date the amount shown in the Operating Financial Model as the credit balance that should be maintained on the Maintenance Reserve Account, that being:

(a) 100 per cent. of the lifecycle maintenance costs during the next 12 months commencing on the Test Date in respect of which the Operating Financial Model was prepared;

(b) 66.67 per cent. of the lifecycle maintenance costs during the period from the date that is 12 months after the Test Date in respect of which the Operating Financial Model was prepared to (but excluding) the date that is 24 months after the Test Date in respect of which the Operating Financial Model was prepared;

(c) 33.33 per cent. of the lifecycle maintenance costs during the period from the date that is 24 months after the Test Date in respect of which the Operating Financial Model was prepared to (but excluding) the date that is 36 months after the Test Date in respect of which the Operating Financial Model was prepared.

Non-Cash Consideration means consideration in a form other than cash.

NPV means, as at a Test Date and in relation to any Testing Period commencing on or after that Test Date, an amount equal to the value of the projected CFADS as at the relevant Test Date for that Testing Period assuming that the projected CFADS were generated at the end of the relevant Testing Period and discounting the same at a rate equal to the interest rate payable on the Bonds.

Operating Budget means the Initial Operating Budget relating to the budget for the Operating Phase, as amended or updated in accordance with Clause 6 (Project Budgets) the Common Terms Agreement.

Operating Costs means, for any period, costs, expenses and fees (without double counting) properly incurred and due by the Issuer during such period in connection with the operation and maintenance of the Project in accordance with the Transaction Documents including:

(a) sums properly due to be paid by the Issuer during such period pursuant to the DBFM Agreement and/or the Maintenance Contract; and

(b) any other costs, expenses and fees (including employment costs) which it is agreed may be Operating Costs due to be paid during such period,

each as provided for and approved in the then applicable Operating Budget or otherwise as approved by the Security Trustee but excluding any Project Costs, Issuer Costs and Financing Costs.

Operating Financial Model means the Original Operating Financial Model as updated in accordance with Clause 4.7 (Semi-annual Operating Financial Model) of the Common Terms Agreement.

Operating Period Insurances means the insurance cover set out in Part B of Schedule 2 to the Common Terms Agreement.

Operating Phase means the period beginning on the Availability Date until the End Date.

Operating Report means the report to be delivered by the Issuer to the Technical Adviser pursuant to Clause 5.2 (Project Reports) of the Common Terms Agreement.

Operating Year means:

(a) in the case of:

(i) the first Operating Year, the period commencing on and from the first day of the Availability Phase and ending on 31 December of that year; and

(ii) each subsequent Operating Year, the consecutive period of 12 calendar months commencing on and from the first day after the expiration of the previous Operating Year; or

(b) any such other annual period as the Issuer and the Project Agent may from time to time agree.

Ordinary Resolution has the meaning given to it in paragraph 2.3 of Schedule 2 (STID Decision-Making Protocol) of the STID.

Original Construction Budget means the construction budget delivered as a condition precedent to the Common Terms Agreement.

Original Operating Financial Model means the operating financial model prepared by the Issuer and delivered to the Project Agent, the PBCE Provider and the Technical Adviser prior to the start of the Operating Phase pursuant to Clause 4.6 of the Common Terms Agreement, prepared on the basis of the Form of Operating Financial Model delivered as a condition precedent to the Common Terms Agreement.

Original Shareholders means the Issuer Shareholders and the HoldCo Shareholders.

Original Shareholder Lenders means DG Infra + NV, Inframan NV, Jan De Nul NV, Asfalt Wegenis En Bouwwerken NV, Aclagro NV, Algemene Aannemingen Van Laere NV, Franki Construct NV and Via-Invest Vlaanderen NV.

outstanding means, in relation to the Bonds or the PP Notes, all the Bonds or, as the case may be, PP Notes other than:

(a) those which have been redeemed in full in accordance with the Conditions or the PP Note Conditions;

(b) those in respect of which the date for redemption in accordance with the Conditions has occurred and for which the redemption moneys (including all interest and other amounts (if any) accrued thereon to such date for

redemption) have been duly paid (in the case of the Bonds) to the Principal Paying Agent or the Bond Trustee in accordance with the Paying Agency Agreement (and, where appropriate, notice to that effect has been given to the Bondholders in accordance with Condition 10 (Notices)) and remain available for payment in accordance with the Conditions; and

(c) those which have become void under Condition 7 (Prescription) of the Bonds or PP Note Condition 8 (Prescription) of the PP Notes.

provided that for each of the following purposes:

(i) the right to attend and vote at any meeting of the Bondholders or meeting of PP Noteholders or for the purpose of any Written Resolution;

(i) the determination of how many and which Bonds are for the time being outstanding for the purposes of Clauses 14 (Waiver, Authorisation and Determination), 15 (Modification) and 16 (Consent) of the Bond Trust Deed, Conditions 8 (Events of Default), 9 (Enforcement), 11 (Meetings of Bondholders), and 12 (Modification and Waivers), and PP Note Conditions 9 (Events of Default), 10 (Enforcement) and 13 (Modifications and Waivers) and the Provisions for Meetings of Bondholders and PP Noteholders; and

(iii) the exercise by the Bond Trustee of any trusts, powers, authorities, duties, discretions and obligations, whether contained in the Bond Trust Deed or provided by law in, or by reference to, the interests of the Bondholders and/or the PP Noteholders or any of them,

those Bonds and/or PP Notes (if any) which are for the time being held by or for the benefit of the Issuer or any Affiliate of the Issuer or any Subordinated Creditor shall be deemed not to remain outstanding.

Outstanding Purchaser Commitment means on any date, in relation to a Bond Purchaser, the Purchaser Commitment in relation to which there remain Forward Purchase Bonds which have not yet been purchased by that Bond Purchaser.

Participating Member State means a member state of the European Union that adopts or has adopted the euro as its lawful currency under the legislation of the European Community for European Monetary Union.

Party means a party to any Finance Document.

Pay-Up Notice means the notice to be delivered by the Issuer to the PP Noteholders in accordance with PP Note Condition 6.7 (Pay-Up Notice), substantially in the form set out in Schedule 2 to the PP Note Subscription Agreement.

Paying Agency Agreement means the agreement dated on or about the Issue Date between the Issuer, the Bond Trustee, the Principal Paying Agent and the other Paying Agents.

Paying Agents means, in relation to the Bonds, the several institutions (including, where the context permits the Principal Paying Agent) at their respective specified offices initially appointed as paying agents in relation to such Bonds by the Issuer pursuant to the Paying Agency Agreement and/or, if applicable, any successor paying agents at their respective specified offices in relation to the Bonds.

Payment means, in respect of any of the Secured Liabilities (or any other liabilities or obligations), a payment, prepayment, repayment, redemption, defeasance, cash collateralisation or discharge of those Secured Liabilities (or other liabilities or obligations).

Payment Date means:

(a) from the Issue Date to (and including) 31 March 2018, quarterly on 31 March, 30 June, 30 September and 31 December in each year; and

(a) thereafter, semi annual on each 31 March and 30 September in each year;

PBCE Agreement means the PBCE Letter of Credit and Reimbursement Deed dated on or about the Issue Date, between the Issuer, the Bond Trustee and the PBCE Provider.

PBCE Discharge Date means the first date on which all PBCE Liabilities have been irrevocably and unconditionally discharged to the satisfaction of the PBCE Provider, whether or not as a result of an enforcement, and the PBCE

Provider is under no further obligation to provide financial accommodation to the Issuer under the Finance Documents (including making any payments under the PBCE Letter of Credit).

PBCE Documents means the Common Terms Agreement, the STID, the PBCE Letter of Credit, the PBCE Agreement, the Security Documents, and any other document designated as such by the PBCE Provider, the Security Trustee and the Issuer.

PBCE Funding Shortfall means at any time prior to the Completion Date, that the aggregate at that time (without double counting) of:

(a) the amount which is then projected and estimated in the Construction Budget to be the maximum liability of the Issuer to make payments (whether past due and unpaid, current and due or future) in respect of the Construction Costs prior to or on the Completion Date to ensure that the Completion Date occurs on or before the PBCE Longstop Date; and

(b) the amount of all other liabilities of the Issuer (including in respect of Operating Costs or sums due under the Finance Documents, excluding any sums due in respect of Bonds which are not the subject of Purchaser Commitments) projected in the current Construction Budget to become payable prior to the PBCE Longstop Date,

exceeds the aggregate (without double counting) of:

(i) the sum of all amounts standing to the credit of the Project Accounts which are available for application towards costs incurred under (a) and (b) above provided that such amounts are permitted to be withdrawn from the relevant account in accordance with the Finance Documents, and so long as an Event of Default would not occur as a result of the withdrawal of such amount from the relevant Project Account;

(ii) amounts to be paid by the Bond Purchasers to the Issuer on each subsequent Bond Purchase Date in accordance with the Purchaser Commitments as set out in Part B of Schedule 1 to the Bond Purchase Agreement and PP Note Commitments to be paid by PP Noteholders on each PP Note Pay-Up Date;

(iii) any Project Revenues receivable by the Issuer during the period from the date of such calculation up to the earlier of (i) the projected Completion Date and the (ii) the PBCE Longstop Date; and

(iv) any undrawn amount unconditionally and irrevocably due to the Issuer pursuant to the Equity Documents and Subordinated Finance Documents.

PBCE Letter of Credit means the letter of credit issued under, and in accordance with the terms of, the PBCE Agreement.

PBCE Liabilities mean the Secured Liabilities owed by the Issuer to the PBCE Provider under or in connection with the PBCE Documents (other than those constituting Senior Liabilities).

PBCE Longstop Date means the earlier of (i) 12 months after the Scheduled Completion Date under the DBFM Agreement and (ii) 30 June 2020.

PBCE PLCR means, as at any Test Date, the ratio of:

(a) to Total NPV for that Test Date; to

(b) the aggregate of the Principal Amount Outstanding of the Bonds and the Principal Amount Outstanding of the PP Notes, less

(i) an amount equal to the PBCE Available Amount; and

(ii) an amount equal to the amount standing to the credit of the DSRA,

in each case as at close of business on that Test Date.

PBCE Rebalancing means the drawing on a PBCE Rebalancing Date of an amount equal to the PBCE Available Amount (less, if any, the amount to be drawn under the PBCE Letter of Credit to pay Debt Service on such Payment

Date) in order to fund (excluding, for the avoidance of doubt, any make-whole amounts, costs or indemnities associated therewith) the mandatory partial redemption of:

(a) the Bonds, pursuant to Bond Condition 4.5 (Mandatory Redemption – PBCE Rebalancing Event); and

(b) the PP Notes pursuant to PP Note Condition 5.6 (Mandatory Redemption – PBCE Rebalancing Event),

in each case, as a result of the occurrence of a PBCE Rebalancing Event.

PBCE Rebalancing Date means the Payment Date immediately following the Payment Date in respect of which a PBCE Rebalancing Event has occurred.

PBCE Rebalancing Event will be deemed to have occurred in respect of a Payment Date, during the Availability Phase, if on such Payment Date, the PBCE Letter of Credit has been drawn to pay Debt Service, and:



(i) the amount of the PBCE Letter of Credit drawn to pay Debt Service on that Payment Date (as calculated in accordance with Clause 1.4 of Part C (Debt Service Procedure and PBCE Drawing Mechanism for Debt Service Shortfalls) of the Common Terms Agreement), plus

(ii) any amounts previously drawn under the PBCE Letter of Credit and not repaid by the Issuer pursuant to Clause 4.1(a)(i) (Reimbursement) of this the PBCE Agreement,


(c) there has also been a draw under the PBCE Letter of Credit to pay Debt Service in respect of the previous three consecutive Payment Dates; or

(d) if:



(iii) the PBCE Provider has not delivered a further notice in writing prior to the day which is the 25th Business Day prior to the next Payment Date to the Issuer, the Bond Trustee and the Project Agent confirming that it is revoking such previous designation on the basis that the Issuer has demonstrated to its satisfaction that the PBCE Rebalancing Historic DSCR will no longer be less than 0.85:1 on the next Payment Date,

provided that, no PBCE Rebalancing Event shall be deemed to have occurred as a result of paragraphs (a) or (d) above for so long as a dispute is continuing in relation to any Assumptions or calculations relating to the BLCR level or the PBCE Rebalancing Historic DSCR level which has not been finally determined in accordance with the provisions of the Finance Documents.

PBCE Rebalancing Historic DSCR means the Historic DSCR adjusted so that the amounts standing to the credit of the DSRA on the relevant Test Date are deducted from the Debt Service.

PBCE Reserve Account means the account to be opened by the Issuer with the Account Bank if required pursuant to Clause 10.26 (PBCE Reserve Account) of the Common Terms Agreement and secured in favour of the PBCE Provider.

PBCE Reserve Account Maximum Balance means €9,000,000.

PBCE Reserve Amount means the lower of:

(a) an amount equal to €1.5 million on the first Payment Date on which the PBCE Reserve Condition applies, or following any release from the PBCE Reserve Account, the first Payment Date following such release on which the PBCE Reserve Condition applies, increasing by an additional €1.5 million on each following Payment Date on which the Issuer is required to make a payment to the PBCE Reserve Account in accordance with Clause 10.26 (PBCE Reserve Account) of the Common Terms Agreement until the PBCE Reserve Account Maximum Balance is reserved (each amount which is required to be reserved on the applicable Payment Date, being the Required Amount), provided that if less than the Required Amount is reserved in any period as a result of the operation of paragraph (b) below, any available amounts in excess of the Required Amount on any future Payment Date on which the PBCE Reserve Condition applies shall be paid to the PBCE Reserve Account up to an amount equal to such shortfall on any preceding Payment Date; and

(b) the amount available following payment from the Proceeds Account of all amounts ranking in priority thereto in accordance with Clause 1.4 (Proceeds Account) of Part A of Schedule 5 (Project Accounts and Cash Management) of the Common Terms Agreement.

PBCE Utilisation means any drawdown made by (or on behalf of) the Bond Trustee under the PBCE Letter of Credit.

Performance Discounts (PD) means Prestatiekorting and is defined in the DBFM Agreement as equal to €5,000 multiplied by the Penalty Points (PPs) awarded in the relevant Quarter.

Periodic Report means each report prepared by the Issuer and delivered to the Project Agent for publication on the Designated Website pursuant to Clause 4.8 (Periodic Reports) of the Common Terms Agreement.

Permitted Disposal means any sale, lease, licence, sub-licence, transfer or other disposal:

(a) permitted by, or contemplated under the Finance Documents;

(b) of Authorised Investments for cash or in exchange for other Authorised Investments;

(c) at arm’s length and on normal commercial terms of assets in exchange for other assets comparable or superior as to type, value and quality in accordance with Good Industry Practice;

(d) at arm’s length and on normal commercial terms of surplus, obsolete, redundant or worn-our assets not necessary for the implementation of the Project;

(e) where the aggregate value of the assets disposed of does not exceed EUR2.5 million in any financial year;

(f) constituting the creation of any Permitted Security Interest; or

(g) approved in advance by the Security Trustee.

Permitted Financial Indebtedness means any Financial Indebtedness:

(a) which is incurred under any Finance Document or Subordinated Finance Document;

(b) arising in respect of bonds or guarantees required by any Project Document for the conduct of the Issuer’s business arising in the ordinary course for so long as such bond or guarantee is required by such Project Document;

(c) not falling within paragraph (a) or (b) above, the aggregate outstanding principal amount of which (when aggregated with all other Financial Indebtedness incurred under this paragraph (c)) does not exceed EUR2.5 million;

(d) approved in advance by the Security Trustee.

Permitted Payment means:

(a) in respect of any Payment in respect of Senior Liabilities, any Payment made in accordance with Clause 3.1 (Payment of Senior Liabilities) of the STID;

(b) in respect of any Payment in respect of PBCE Liabilities, any Payment made in accordance with Clause 4.1 (Payment of PBCE Liabilities) of the STID;

(c) in respect of any Payment in respect of Subordinated Debt, any Payment made in accordance with Clause 6.2 (Permitted Payments: Subordinated Debt) of the STID; and

(d) in respect of any Payment in respect of PP Noteholder Subordinated Liabilities, any Payment made in accordance with Clause 5 (Permitted Payments: Payment of PP Noteholder Subordinated Liabilities) of the STID.

Permitted Security Interest means

(a) any Security Interest created pursuant to any Security Document;

(b) any Security Interest created pursuant to the Authority Account Pledge;

(c) any lien arising by operation of law and in the ordinary course of the Issuer’s trading (as carried on in accordance with the Transaction Documents);

(d) any set off or similar rights accruing under the Finance Documents or under the Project Agreement in favour of the Authority;

(e) any Security Interest arising out of retention to title provisions, hire purchase or conditional sale arrangements having similar effect in each case in a supplier’s standard conditions for the supply of goods acquired by the Issuer in the ordinary course of its business; or

(f) any other Security Interest approved in advance by the Security Trustee.

Permitted Width Restriction means Toegestane Versmalling and is defined in the DBFM Agreement as a reduction in the width of a traffic lane or hard shoulder which enables traffic to continue to flow, the traffic lane or hard shoulder being reduced to a width which complies with Ministerial Decree 07/05/1999 and Standard Specifications 250.

Pledged Assets means:

(a) the Pledged Receivables,

(b) the Pledged Accounts,

(c) the Pledged Securities, and

(d) the Distributions.

Pledged Receivables has the meaning given to it in Clause 3.1. of the Receivables, Accounts and Securities Pledge Agreement.

Pledged Accounts means the Project Accounts other than the Distributions Account.

PP Note Commitment means the commitment of each PP Noteholder per each €100,000 nominal amount of PP Notes set out in the table in Condition 6.4 (Pay-Up of PP Notes) of the PP Note Conditions.

PP Note Conditions means the terms and conditions of the PP Notes set out in Schedule 4 to the Bond Trust Deed, as may from time to time be amended, modified, varied or supplemented in the manner permitted under the Bond Trust Deed and the STID and any reference to a PP Condition should be construed accordingly.

PP Note Pay-Up Date means each of the dates specified in the table in Condition 6.4 (Pay-Up of PP Notes) of the terms and conditions of the PP Notes.

PP Note Subscription Agreement means the subscription agreement dated 17 March 2014 between the Issuer and the PP Noteholders relating to the subscription for the PP Notes on the Issue Date.

PP Noteholder and holder means, in respect of the PP Notes the person in whose name a PP Note is registered in the register of PP Noteholders maintained by or on behalf of the Issuer in accordance with the Bond Trust Deed.

PP Noteholder Subordinated Liabilities mean the Secured Liabilities owed by the Issuer to the PP Noteholders in respect of the Issuer Gross-Up Amount.

PP Noteholder Subordinated Liabilities Discharge Date means the first date on which all PP Noteholder Subordinated Liabilities have been irrevocably and unconditionally discharged to the satisfaction of the PP Noteholders, whether or not as a result of an enforcement, and the PP Noteholders are under no further obligation to provide financial accommodation to the Issuer under the Finance Documents.

Proceeds Account means the account established or to be established in accordance with the Account Bank Agreement and Schedule 5 (Project Accounts and Cash Management) of the Common Terms Agreement.


(a) in relation to any Bond, the original face value thereof less any repayment of principal made to the holder(s) thereof in respect of the Bonds; and

(b) in relation to any PP Note, the principal amount paid up on the Issue Date plus any amounts paid up on the PP Notes in accordance with PP Notes Condition 6.4 (Pay-Up of PP Notes) less any repayment of principal made to the holder(s) thereof in respect of the PP Notes.

Project Accounts means the Proceeds Account, the Maintenance Reserve Account, the Debt Service Reserve Account, the Insurance Proceeds Account, the Distributions Account and any other bank account of the Issuer opened from time to time in accordance with the provisions of the Finance Documents (including, without limitation, a PBCE Reserve Account, or any account in which Authorised Investments are held).

Project Agent Appointment Agreement means the Project Agent appointment agreement dated on or about the Issue Date and entered into by the Issuer, the Bond Trustee, the Security Trustee and the Project Agent.

Project Agent Instruction means an instruction from a Bond Creditor to the Project Agent substantially in the form set out in Schedule 2 (Form of Project Agent Instruction) of the Project Agent Appointment Agreement and which shall be posted on the Designated Website.

Project Budget means the Construction Budget or the Operating Budget, as the case may be.

Project Costs means:

(a) the Construction Costs; and

(b) the Completion Fee.

Project Documents means:

(a) the DBFM Agreement;

(b) the EPC Contract;

(c) the Maintenance Contract;

(d) the Interface and Coordination Contract;

(e) any Standby Letter of Credit; and

(f) any other documents designated as such by the Issuer and the Security Trustee.

Project Permits means Vergunningen Opdrachtgever as defined in the DBFM Agreement.

Project Schedule means Projectplanning and is defined in the DBFM as the schedule for the Works submitted to the Authority pursuant to Appendix 3 (Communications and Information Protocol) and Appendix 7 (Technical Specifications) of the DBFM Agreement.

Projected DSCR means, on any Test Date, the projection of the Debt Service Cover Ratio for each DSCR Period starting on that Test Date (the initial Test Date) and if there are amounts drawn and outstanding under the PBCE Letter of Credit, on each Test Date falling on or before the second anniversary of the initial Test Date in each case, as set out in the Operating Financial Model delivered for that Test Date.

Projected Spot Rate of Exchange means the mid rate between the projected spot rate of exchange for the purchase of one currency with another and the projected spot rate of exchange for the sale of that currency with that other currency, in each case in the London foreign exchange market at or about 11.00 a.m. on a particular day for delivery two Business Days later.

Project Report means any Construction Progress Report or any Operating Report.

Project Revenues means in respect of any period, the aggregate of all actual (or, as the case may be, forecast) sums of a revenue or income nature received (or, as the case may be, to be received) by or on behalf of the Issuer during that period including, without limitation:

(a) all payments received under or by virtue of the DBFM Agreement;

(b) amounts standing to the credit of the Insurance Proceeds Account and to be used in reinstatement;

(c) as a result of a disposal of any asset;

(d) all monies paid to the Issuer by way of subscription for shares;

(e) any liquidated damages or other amounts paid to the Issuer pursuant to any Project Document, whether recoverable by a direct claim against any contractor, Standby Letter of Credit or any other support contemplated in the Project Documents;

(f) withdrawals from the Maintenance Reserve Account provided the MRA Required Balance is maintained;

(g) all refunds of Tax of any kind; and

(h) interest, dividends and other income in respect of funds standing to the credit of the Project Accounts (except the Distributions Account) and the value of any Authorised Investments.

Property means, in relation to the Issuer, any asset of the Issuer.

Purchaser Commitment means the commitment of each Bond Purchaser as set out in the Bond Purchase Agreement.

QC Resolution has the meaning given to it in Schedule 3 (Meetings of Qualifying Creditors) of the STID.

Qualifying Creditors means the PBCE Provider, the Bondholders, the PP Noteholders and to the extent of any outstanding Purchaser Commitments under the Bond Purchase Agreement, the Bond Purchasers.

Qualifying Debt means the aggregate of:

(a) the Principal Amount Outstanding of the Bonds which have been sold by the Issuer pursuant to the Bond Purchase Agreement (other than the initial purchase of the Forward Purchase Bonds pursuant to Clause 3.2 of the Bond Purchase Agreement);

(b) the aggregate of each Purchaser’s Commitment which is outstanding under the Bond Purchase Agreement;

(c) the Principal Amount Outstanding of the PP Notes;

(d) the aggregate of the PP Note Commitments of each PP Noteholder which are outstanding under the PP Note Conditions; and

(e) any drawn and outstanding principal amounts under the PBCE Letter of Credit.

Quasi-Security means an arrangement or transaction under which the Issuer will:

(a) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by the Issuer;

(b) sell, transfer or otherwise dispose of any of its receivables on recourse terms;

(c) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or

(d) enter into any other preferential arrangement having a similar effect,

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

Rating Agency means any of Fitch, Moody’s and S&P. If at any time Fitch, Moody’s or S&P are replaced as a Rating Agency, then references to its rating categories shall be deemed instead to be references to the equivalent rating categories of the entity which replaces it as a Rating Agency.

Receivables, Accounts and Securities Pledge means the receivables, accounts and securities pledge agreement between the Issuer as Pledgor and the Security Trustee as pledgee dated the Issue Date.

Receiver means a receiver or receiver and manager or administrative receiver of the whole or any part of the Charged Property.

Recognised Accountholder means, in relation to one or more Bonds, the recognised accountholder (teneur de compte agréé/erkende rekeninghouder) within the meaning of Article 468 of the Belgian Code of Companies with which a Bondholder holds such Bonds on a securities account in the X/N System;

Recoveries means all amounts from time to time received or recovered by the Security Trustee pursuant to the terms of any Transaction Document following any Enforcement Action, other than any amounts standing to the credit of the PBCE Reserve Account which shall be applied in accordance with Clause 11.3 (PBCE Reserve Account) of the STID.

Reference Bond Dealers means Deutsche Bank AG, London Branch, and Belfius Bank SA/NV.

Reinstatement Plan means the plan agreed between the Issuer and the Technical Adviser to restore or repair the Road in accordance with Clause 10.10 (Reinstatement) of the Common Terms Agreement.

Reinstatement Works means the works performed in accordance with the Reinstatement Plan.

Relevant Change in Law means Relevante Wetswijziging and is defined in the DBFM Agreement as a change in Law or Regulations that enters into force after the BAFO and for which, on that date, no written notification or statement had been made to the Issuer by or on behalf of the relevant government, body or authority concerned, and:

(a) applies specifically to:

(i) the Issuer or Contractors under agreements similar to the DBFM Agreement; or,

(ii) the services that the Issuer provides or that are provided under agreements similar to this Contract; and

(b) situations in which the Issuer is placed in the unavoidable position of having to make additional capital investments (costs that are usually depreciated over more than one year) with an investment value of more than €50,000 per Relevant Change in Law; or,

(c) situations which, in combination with previous changes, results in the costs for the performance of the Works (other than capital investments and depreciation thereof) over the term of the Agreement increasing by an average amount of €10,000 per annum, provided that this has not been demonstrably offset as a result of application of the Price Adjustment Formula.

(d) and with the exception of a change in (i) the Law or Regulations relating to direct taxation or (ii) the Law and Regulations relating to renewable energy or (iii) Permits or (iv) internal policies of rating agencies.

Relevant Event means, in respect of any PP Note Commitment to be paid up on any PP Note Pay-Up Date, the Issuer electing to provide a Relevant Investor Offer Notice prior to the payment of the PP Note Commitment by or on behalf of the PP Noteholder.

Relevant Investor Offer Notice means a notice substantially in the form set out in Schedule 4 (Relevant Investor Offer Notice) to the Bond Purchase Agreement.

Repeating Representations means those representations in Clauses 9.1, 9.2(b), 9.4, 9.6, 9.15(b), 9.19(a), 9.19(e), 9.19(f), 9.23, 9.24 and 9.26 of the Common Terms Agreement.

Repetition Date means the date on which any Compliance Certificate is delivered.

Reports means each of the Technical Adviser Report, the Model Audit Report and the Insurance Report and the Legal Due Diligence Report.

Required Balance means either the DSRA Required Balance or MRA Required Balance as the case may be.

Required Rating means a long term credit rating of at least A (from S&P or Fitch) or A2 (from Moody’s) from at least two Rating Agencies, or such other rating as would be required in accordance with the published criteria of the relevant Rating Agency to maintain the current rating of the Bonds.

Road means Weg and is defined in the DBFM Agreement as the combination, firstly, of the Infrastructure and, secondly, of the Third Party Infrastructure components up to the date of provisional acceptance.

S&P means Standard & Poor’s Credit Market Services Europe Limited, or any successor to its rating business;

Scheduled Acceptance Date means Geplande Beschikbaarheidsdatum as defined in the DBFM Agreement.

Scheduled Completion Date means Geplande Voltooiingsdatum and is defined in the DBFM Agreement as the Date on which the Completion Certificate is scheduled to be issued, namely 5 September 2017.

Screen Rate means the rate of interest for deposits in EUR for the relevant period as published at 11h00, Brussels time, or at a later time acceptable to the PBCE Provider on the day (the “Reset Date”) which falls 2 (two) Target Settlement Days prior to the first day of the relevant period, on Reuters page EURIBOR 01 or its successor page or, failing which, by any other means of publication chosen for this purpose by the PBCE Provider.

If such Screen Rate is not so published, the PBCE Provider shall request the principal euro-zone offices of four major banks in the euro-zone, selected by the PBCE Provider, to quote the rate at which EUR deposits in a comparable amount are offered by each of them as at approximately 11h00, Brussels time, on the Reset Date to prime banks in the euro-zone interbank market for a period equal to the Representative Period. If at least 2 (two) quotations are provided, the rate for that Reset Date will be the arithmetic mean of the quotations.

If fewer than 2 (two) quotations are provided as requested, the rate for that Reset Date will be the arithmetic mean of the rates quoted by major banks in the euro-zone, selected by the PBCE Provider, at approximately 11h00, Brussels time, on the day which falls 2 (two) Target Settlement Days after the Reset Date, for loans in EUR in a comparable amount to leading European Banks for a period equal to the Representative Period.

If the rate resulting from the above is below zero, EURIBOR will be deemed to be zero.

If no rate is available as provided above, EURIBOR shall be the rate (expressed as a percentage rate per annum) which is determined by the PBCE Provider to be the all-inclusive cost to the PBCE Provider for the funding of the relevant drawing under the PBCE Letter of Credit based upon the then applicable internally generated reference rate of the PBCE Provider or an alternative rate determination method reasonably determined by the PBCE Provider.

Secured Creditors means the Security Trustee, the Bond Trustee, the Bondholders, the PP Noteholders, the PBCE Provider, the Bond Custodian, the Principal Paying Agent, each Paying Agent, the Project Agent, the Bond Purchasers, the Account Bank and the Account Operator.

Secured Liabilities means all Liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of the Issuer to the Secured Creditors and to the Security Trustee under the Finance Documents.

Securities Act means the United States Securities Act of 1933, as amended.

Security Documents means the Issuer Security Documents, the Sponsors Receivables Pledge and the HoldCo Security Document.

Security Interest means:

(a) any mortgage, pledge, lien, charge, assignment or hypothecation or other encumbrance securing any obligation of any person (or any mandate given to any person to create the same);

(b) any arrangement under which money or claims to money, or the benefit of, a bank or other account may be applied, set off or made subject to a combination of accounts so as to effect discharge of any sum owed or payable to any person; or

(c) any other type of preferential arrangement (including any title transfer and retention arrangement) having a similar effect.

Security Provider means the Issuer, the Original Shareholder Lenders and the Issuer Shareholders.

Senior Creditors means the Secured Creditors, other than the PBCE Provider (except for any amount owed to the PBCE Provider pursuant to Clause 4.2 (Charges, fess, costs and expenses) of the PBCE Agreement which constitute Senior Liabilities and for which the PBCE Provider shall be a Senior Creditor).

Senior Discharge Date means the first date on which all Senior Liabilities have been fully and finally discharged to the satisfaction of the Security Trustee, whether or not as the result of an enforcement, and the Senior Creditors are under no further obligation to provide financial accommodation to the Issuer under the Finance Documents.

Senior Liabilities means the Secured Liabilities owed by the Issuer to: (i) the Senior Creditors (other than the PP Noteholder Subordinated Liabilities), (ii) the PBCE Provider under Clause 4.2 (Charges, Fees, Costs and Expenses) of the PBCE Agreement and (iii) the Security Trustee for its own account under or in respect of the Security Documents.

Shareholder Lenders means the Original Shareholder Lenders, each party hereto which has any interest in the Shareholder Loans and any transferee of the Shareholder Loans which accedes to the STID as a Shareholder Lender.

Shareholder Loan Agreements means (i) the subordinated shareholder loan agreement I (construction phase) dated on or around 17 March 2014 and entered into between each of the Original Shareholder Lenders as lenders and the Issuer as borrower, and (ii) the the subordinated shareholder loan agreement II (operating phase) dated on or around 17 March 2014 and entered into between each of the Original Shareholder Lenders as lenders and the Issuer as borrower.

Shareholder Loans means the subordinated shareholder loans provided or to be provided by the Shareholder Lenders to the Issuer pursuant to the Shareholder Loan Agreements.

Shareholders means the Original Shareholders, each party hereto from time to time which owns any interest in the share capital of HoldCo or the Issuer and any person who accedes to the STID as a Shareholder.

Shareholders Agreement means the agreement dated on or around 17 March 2014 and entered into between the Original Shareholders and the Issuer.

Sponsors Receivables Pledge means the receivables pledge agreement in respect of receivables in connection with the Shareholder Loan Agreements with the Issuer dated on or about the Issue Date between the Original Shareholder Lenders as pledgors and the Security Trustee as pledgee.

Standby Letter of Credit is defined in the EPC Contract as a performance guarantee that the EPC Contractor shall obtain, maintain and renew, at its cost, in favour of Issuer and deliver it to Issuer (who is entitled to pledge the performance guarantee to the Financiers) at Financial Close, effective as from the Commencement Date.

STID means the security trust and intercreditor deed entered into on or about the Issue Date between, among others, the Security Trustee, the Bond Trustee, the Issuer, the Bond Purchasers, the PP Noteholders, the Shareholders, the Shareholder Lenders, the PBCE Provider, the Bond Custodian, the Paying Agents, the Account Bank and the Account Bank Operator.

STID Accession Undertaking means an undertaking substantially in the form set out in Schedule 1 (Form of STID Accession Undertaking) of the STID.

STID Decision-Making Protocol means the decision making process following the instigation of any STID Proposal as set out in Schedule 2 (STID Decision-Making Protocol) of the STID.

STID Proposal means a request made by the Issuer to the Security Trustee requesting the Security Trustee to approve any amendment or waiver, the grant of consent, the making of any determination, or the exercise of any right or discretion under, any Finance Document (other than any matter which constitutes an Issuer Discretion Matter).

Stock Exchange means the Luxembourg Stock Exchange Limited or any other or further stock exchange(s) on which any Bonds may from time to time be listed, and references to the relevant Stock Exchange shall, in relation to any Bonds, be references to the Stock Exchange on which such Bonds are, from time to time, or are intended to be, listed.

Subordinated Creditors means any Shareholder and any Affiliate of a Shareholder which is a creditor of Subordinated Debt and is a party to, or has acceded, to the STID, including without limitation the Shareholders and the Shareholder Lenders.

Subordinated Debt means all liabilities payable or owing by the Issuer to any of the Subordinated Creditors under or in connection with any Subordinated Finance Document.

Subordinated Finance Document means the Shareholder Loan Agreements and any agreement, contract or document evidencing any present or future liability owed by the Issuer to any of the Subordinated Creditors, including in each case any amendment or supplement thereto.

Subsidiary means:

(a) a subsidiary within the meaning of section 1159 of the Companies Act 2006 and, unless the context otherwise requires, a subsidiary undertaking within the meaning of section 1162 of the Companies Act 2006; and

(b) for the purposes of any Belgian company, a subsidiary within the meaning of article 5 and following of the Belgian Companies Code.

Supervening Event means Bijzondere Omstandigheid and is defined in the DBFM Agreement as a Force Majeure Event, Compensation Event, Delay Event or Postponed Completion Event.

Target Settlement Days means any day on which the TARGET 2 System is open.

TARGET2 System means the Trans-European Automated Real-time Gross Settlement Express Transfer System (TARGET2) or any successor thereof.

Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any related penalty or interest) and Taxes, taxation, taxable and comparable expressions will be construed accordingly.

Technical Adviser means Steer Davies and Gleave or any other person appointed by the Issuer with the Security Trustee’s consent.

Technical Assumptions means assumptions as to the following matters which are used in the preparation of the Operating Financial Model and which, together with the Economic Assumptions, are used as inputs in the Operating Financial Model:

(a) Project Revenues, including any deductions for penalty points under the DBFM Agreement;

(b) Issuer Costs (other than assumptions and relating to insurance premiums, Taxes and costs and expenses of advisers other than the Technical Adviser);

(c) Operating Costs (including a breakdown between amounts payable under the DBFM Agreement, the Maintenance Contract (with a distinction between regular and lifecycle maintenance costs) and other Operating Costs, if any); and

(d) Construction Costs.

Technical Specifications means Technisch Bestek and is defined in the DBFM Agreement as the technical specifications given in Appendix 7 (Technical Specifications) of the DBFM Agreement.

Term means with respect to the PBCE Agreement the period from, and including, the Issue Date to, but excluding, the earlier of: (a) the Senior Discharge Date; (b) 20 March 2047; and (c) termination of the PBCE Letter of Credit in accordance with Clause 24 (Termination of the PBCE Letter of Credit) of the STID.

Test Date means each Payment Date falling after the final Bond Purchase Date.

Testing Period means:

(a) the period from (and excluding) 30 September 2017 to (and including) the first Test Date; and

(b) each subsequent period from (and excluding) a Test Date to (and including) the next Test Date.

However, for the purpose of calculating the NPV for the PBCE PLCR during any period after the Final Maturity Date, Testing Periods will be consecutive periods of six months starting on the day following the final Test Date, with the last such period ending on the End Date.

Threshold means the threshold amount of Euro 25 million that the Issuer may withdraw from the Insurance Proceeds Account to the extent necessary to restore or repair physical damage or loss the Road following a particular event.

Total NPV means, for any Test Date, the aggregate of the NPVs for each complete Testing Period after that Test Date up to and including the Final Maturity Date or, in the case of any calculation of the PBCE PLCR, the End Date.

Transaction Documents means the Project Documents, the Finance Documents and the Equity Documents.

Transaction Security means the Security Interests created or intended to be created pursuant to the Security Documents.

Undrawn Forward Purchase Bonds means Forward Purchase Bonds which are held by or on behalf of the Issuer and which have not been transferred by the Issuer to the Bond Purchasers, any Relevant Investor or any other purchaser under Clause 7 (Remarketing) the Bond Purchase Agreement.

VAT means value added tax as provided for in Directive 2006/112/EC and imposed by VATA and legislation and regulations supplemental thereto and includes any other tax of a similar fiscal nature imposed (instead of, or in addition to, value added tax) elsewhere from time to time.

VATA means the Value Added Tax Act 1994.

Via-Invest means Via Invest Vlaanderen NV

Voted Bond Creditor Debt means Bond Creditor Debt held or represented by Bond Creditors which vote on the relevant STID Proposal.

Voted QC Debt means the Qualifying Debt held or represented by Qualifying Creditors which vote on the relevant QC Voting Matter.

Works means Werkzaamheden / Werken and is defined in the DBFM Agreement as the works that the Issuer must undertake and the services it must provide pursuant to the DBFM Agreement.

X/N System means the clearing system operated by the NBB or any successor thereto.

GENERAL INFORMATION

Authorisation

1. The issue of the Bonds, the entry into of the Transaction Documents to which it is a party and the granting of the Issuer Security was duly authorised by written resolutions of the Issuer dated 17 March 2014 and a resolution of the board of directors of the Issuer dated 17 March 2014.

The Issuer has obtained or will obtain from time to time all necessary consents, approvals and authorisations in connection with the issue and performance of the Bonds.

Approval, Admission to trading and Listing

2. Application has been made to the CSSF in its capacity as competent authority under the Prospectus Act 2005 to approve this document as a prospectus pursuant to the Prospectus Directive as implemented in Luxembourg by the Prospectus Act 2005.

Application has also been made to the Luxembourg Stock Exchange for the Bonds to be admitted to trading on Luxembourg Stock Exchange’s regulated market and to be listed on the Official List of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange’s regulated market is a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2004/39/EC).

Clearing Systems

3. The Bonds have been accepted for clearance through the NBB’s X/N System. The ISIN for the Initial Issue Bonds is BE6264859172 and the Common Code is 104843107.

The address of the X/N Clearing System is Boulevard de Berlaimont 14, B-1000 Brussels, Belgium.

No material adverse change and no significant change

4. There has been no material adverse change in the prospects of the Issuer since the date of its incorporation and there has been no significant change in the financial or trading position of the Issuer since the date of its incorporation.

Litigation

5. The Issuer is not and has not been involved in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer is aware) in the 12 months preceding the date of this document which may have or have in such period had a significant effect on the financial position or profitability of the Issuer.

Auditors

6. The auditors of the Issuer are BDO Bedrijfsrevisoren. The Issuer has not prepared, nor has it been required to prepare, any financial statements since the date of its incorporation. The auditors of the Issuer have no material interest in the Issuer.

The Issuer is required to prepare annual and semi-annual financial statements.

Documents Available

7. For so long as the Bonds are listed, copies of the following documents will be available for inspection from the registered office of the Issuer and from the office of Deutsche Bank Luxembourg S.A (in its capacity as listing agent) for the time being in 2, Boulevard Konrad Adenauer, 1115 Luxembourg:

(a) the constitutional documents of the Issuer;

(b) the future financial statements of the Issuer, including the audited annual financial statements and the unaudited semi annual financial statements delivered pursuant to the Common Terms Agreement; and

(c) copies of the following Transaction Documents:

(i) the Paying Agency Agreement;

(ii) the Bond Trust Deed;

(iii) the STID;

(iv) the PBCE Agreement;

(v) the Account Bank Agreement;

(vi) the Project Agent Services Agreement;

(vii) each of the Security Documents;

(viii) the Common Terms Agreement;

(ix) the Master Definitions Agreement;

(x) the DBFM Agreement;

(xi) the Bond Custody Agreement;

(xii) the Clearing Agreement;

(xiii) the Construction Contract (other than annexes thereto);

(xiv) the Maintenance Contract (other than annexes thereto).

In addition, copies of this Prospectus are available on the Luxembourg Stock Exchange’s website at www.bourse.lu.

8. The total expenses to be paid in relation to the admission of the Bonds to the Luxembourg Stock Exchange’s Official List and trading on the regulated market of the Luxembourg Stock Exchange are estimated to be approximately €16,600.

9. Under the Common Terms Agreement, the Issuer is required to provide certain ongoing information in relation to the Project to the Project Agent and to publish the same on a website (as described above). See “Description of the Common Terms Agreement”.

APPENDIX 1 SUMMARY FINANCIAL MODEL INFORMATION

Uses and Sources

Uses of Funds Sources of Fundsin EURk

Capex inc VAT, nominal 548 955 83.5% Sponsors subordinated debt 75 649 11.5%Bond interests 33 210 5.1% Bonds / PP Notes 577 900 87.9%Bond fees 28 388 4.3% Equity 4 043 0.6%Construction shareholder loan interests & fees 18 953 2.9% Deposit interest 4 0.0%Additional working capital requirement 9 546 1.5%Balance DSRA Deposits and Releases 18 545 2.8%Total funding requirement 657 597 100.0% Total funding sources 657 597 100.0%

The table below provides an overview of the projected sources and uses of funds for the project during the construction phase under the basecase assumptions.

Capital structure

Junior funds (Equity and Shareholder Loan Funding injected) 79 692 332Senior funds (Bonds) 577 900 000

Debt to equity ratio 87.88%

The chart below provides an overview of the capital structure during the entire project life, i.e. during both the construction and operationalphases. The project is to be financed by an expected mix of junior funding (equity and shareholder loan funding) and senior funding (bonds).The maximum debt to equity ratio of 87.88% is reached on 31/12/2017.

0%10%20%30%40%50%60%70%80%90%

100%

2012 2018 2024 2030 2036 2042

Debt to equity ratio

Debt to equity ratio

Cover ratios

The table and chart below provide an overview of the projected DSCR and LLCR ratios for the entire project duration (i.e. from constructionstart until the end of the concession) under the base case. The projected DSCR is on average 1.25 with a minimum of 1.25 on the Testing Datefalling in March 2019 . The projected LLCR is on average 1.38, with a minimum of 1.29 on the Testing Date falling in March 2018.

11,11,21,31,41,51,61,71,81,9

2

2012 2018 2024 2030 2036 2042

Senior Cover Ratios

LLCR ADSCR

Amortisation profile and Debt Service Reserve Account

The charts below provide projections of the bond drawdown and repayment profile, the balance of the Debt Service Reserve Account and thebond interest payment and principal repayment profiles under the base case scenario.

-

5 000

10 000

15 000

20 000

25 000

2012 2018 2024 2030 2036 2042

EUR '000

Debt Service Reserve Account Balance

DSRA Balance

-

5 000

10 000

15 000

20 000

25 000

2012 2017 2022 2027 2032 2037 2042

EUR '000

Bond Service

Bond repayments Bond interests

-

100 000

200 000

300 000

400 000

500 000

600 000

700 000

2012 2018 2024 2030 2036 2042

EUR '000

Bond Profile

Bond Balance

Availability Payments

Forecasted Life Cycle Maintenance Expenditure (in EURk, real terms)

Year Lifecycle Maintenance Expenditure Model year2017 0 52018 0 62019 0 72020 0 82021 0 92022 141 102023 28 112024 398 122025 65 132026 0 142027 1 428 152028 827 162029 208 172030 0 182031 54 192032 4 187 202033 194 212034 896 222035 262 232036 1 142 242037 1 834 252038 452 262039 96 272040 3 649 282041 8 427 292042 0 302043 0 312044 0 322045 0 332046 0 342047 0 35

The table below provides an overview of the projected Lifecycle Maintenance Expenditure. All numbers quoted in the table are in real terms,and hence to be updated with the actual inflation at the time of the cost occurrence.

The chart below shows the projected quarterly availability payments, split out between a non-indexed part (83.82% of the initial availabilitypayment at the end of construction) and a part which is to be indexed quarterly. The base case assumption is a 2% annualised indexation.

- 2 000 4 000 6 000 8 000

10 000 12 000 14 000 16 000 18 000

2013 2019 2025 2031 2037 2043

EUR

'000

Availability Payment

Non-indexed portion of Avalability Payments Indexed Portion of Availability Payments

THE ISSUER

VIA A11 NV Tragel 60

9308 Hofstade-Aalst Belgium

PBCE PROVIDER

European Investment Bank 98-100, boulevard Konrad Adenauer

L-2950 Luxembourg Luxembourg

BOND TRUSTEE AND SECURITY TRUSTEE

Deutsche Trustee Company Limited Winchester House

1 Great Winchester House London EC2N 2DB

United Kingdom

PRINCIPAL PAYING AGENT

Belfius Bank SA/NV Pachecolaan 44 1000 Brussel

PROJECT AGENT

Deutsche Bank AG, London Branch Winchester House

1 Great Winchester Street London EC2N 2DB

United Kingdom

LEGAL ADVISERS

To the Global Co-ordinator as to English law

Freshfields Bruckhaus Deringer LLP 65 Fleet Street

London EC4Y 1HS United Kingdom

To the Global Co-ordinator as to Belgian law

NautaDutilh Chaussée de la Hulpe 120

1000 Brussels Belgium

To the Issuer as to English law

Clifford Chance LLP 10 Upper Bank Street

London E14 5JJ United Kingdom

To the Issuer as to Belgian law

Stibbe Loksumstraat 25 1000 Brussels

Belgium

To the Bond Trustee and the Security Trustee as to English law

Freshfields Bruckhaus Deringer LLP 65 Fleet Street

London EC4Y 1HS United Kingdom

To the PBCE Provider as to English law

White & Case LLP 5 Old Broad Street

London EC2N 1DW United Kingdom

AUDITORS

To the Issuer

BDO Bedrijfsrevisoren Burg. Ven. CVBA 1935 Zaventem Da Vincilaan

9 bus E6 Belgium

LISTING AGENT

Deutsche Bank Luxembourg S.A. 2, Boulevard Konrad Adenauer

1115 Luxembourg Luxembourg

VIA A11 NV - IFLR. · PDF fileVIA A11 NV (incorporated as a public limited liability company...

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