Autostrada Brescia Verona Vicenza Padova SpA

Autostrada Brescia-Verona-Vicenza-Padova SpA is a wholly owned subsidiary of A4 Holding SpA and is the operator under a concession which was originally granted to A4 Holding in 1956, for the construction and management of the stretch of the A4 motorway running from Brescia to Padova. In 2012 the original grantor ANAS was substituted by the Ministry of Infrastructure and Transport as the Grantor.

The Notes will be secured on a senior secured basis by Security Interests created pursuant to the following Security Documents: (i) a pledge over shares of the capital stock of the Issuer, other than the 19.5% of the Issuer’s capital stock that is already pledged to Cassa di Risparmio del Veneto SpA; (ii) a “privilegio speciale” over movable present and future assets of the Issuer pursuant to Article 46, Paragraph 1-bis of Italian Legislative Decree No. 385 of 1 September 1993 as amended; (iii) a “privilegio generale” over movable present and future assets of the Issuer pursuant to Article 160 of Italian Legislative Decree No. 163 of 12 April 2006 as amended; (iv) a pledge over one or more bank accounts of the Issuer; and (v) any further security as from time to time determined by BNP Paribas Securities Services, Milan Branch.

The issuer derives its revenues through motorway activities carried out in accordance with the Concession Agreement granted for the construction and operation of the Motorway Assets. Revenues generated from motorway activities and royalties deriving from the other activities conducted on the basis of the Concession Agreement represent virtually all of the issuer’s revenues. Therefore, the ability of the issuer to meet its debt service obligations under the notes is highly dependent on the Concession Agreement.

Upon the expiry of the Concession Agreement, which is due on 31 December 2026, the network and related infrastructures included in the Motorway Assets which are the subject matter of the Concession Agreement must be transferred in excellent condition to the entity that replaces the issuer as holder of the concession or, if the concession is not awarded to a New Concessionaire, returned to the Grantor.