BOND AGREEMENT. between. DLG Finance A/S (Issuer) Dansk Landbrugs Grovvareselskab A.m.b.a. (Guarantor) and. Norsk Tillitsmann ASA (Bond Trustee)

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1 ISIN DK BOND AGREEMENT between DLG Finance A/S (Issuer) Dansk Landbrugs Grovvareselskab A.m.b.a. (Guarantor) and Norsk Tillitsmann ASA (Bond Trustee) on behalf of the Bondholders in the bond issue FRN DLG Finance A/S Senior Unsecured Bond Issue 2013/2018 1

2 TABLE OF CONTENTS 1 INTERPRETATION 3 2 THE BONDS 9 3 LISTING 10 4 REGISTRATION IN THE SECURITIES DEPOSITORY 10 5 PURCHASE AND TRANSFER OF BONDS 10 6 CONDITIONS PRECEDENT 10 7 REPRESENTATIONS AND WARRANTIES 12 8 STATUS OF THE BONDS AND SECURITY 14 9 INTEREST MATURITY OF THE BONDS AND REDEMPTION PAYMENTS ISSUER S ACQUISITION OF BONDS COVENANTS FEES AND EXPENSES EVENTS OF DEFAULT BONDHOLDERS MEETING THE BOND TRUSTEE MISCELLANEOUS 32 2

3 This agreement has been entered into on 19 June 2013 between (1) DLG Finance A/S (a company existing under the laws of Denmark with registration number as issuer (the Issuer ), and (2) the Bond Trustee, and (3) Dansk Landbrugs Grovvareselskab A.m.b.a. (a company existing under the laws of Denmark with registration number as guarantor (the Guarantor ). 1 Interpretation 1.1 Definitions In this Bond Agreement, the following terms shall have the following meanings: Attachment means the attachments to this Bond Agreement. Bond Agreement means this bond agreement, including any Attachments to it, each as amended from time to time. Bond Issue means the bond issue constituted by the Bonds. Bond Reference Rate means three months CIBOR. Bond Trustee means Norsk Tillitsmann ASA (a company existing under the laws of Norway with registration number ). Bondholder means a holder of Bond(s), as registered in the Securities Depository, from time to time. Bondholders Meeting means a meeting of Bondholders, as set out in Clause 16. Bonds means the debt instruments issued by the Issuer pursuant to this Bond Agreement. Business Day means a day (other than a Saturday or a Sunday) on which the Danish Central Bank s Settlement System, the Securities Depository and commercial banks in Denmark are open for general business. Business Day Convention means that if the relevant Payment Date originally falls on a day that is not a Business Day, an adjustment of the Payment Date will be made so that the relevant Payment Date will be the first following day that is a Business Day unless that day falls in the next calendar month, in which case that date will be the first preceding day that is a Business Day (Modified Following Business Day Convention). 3

4 Call Option shall have the meaning set out in Clause Change of Control Event means the Guarantor ceasing to control and own (legally and beneficially) directly or indirectly 100 per cent of the issued share capital and voting rights of the Issuer or that a person or a group of persons acting in concert, directly or indirectly, acquires (including by purchase, merger, etc.) or obtains Decisive Influence on the Guarantor. CIBOR means the interest rate which is published at Nasdaq (or through another system or on another website replacing the said system or website respectively) approximately 11 a.m. on a Business Day, or, if such publication does not exist, at that time corresponds to (i) the average of the quoted lending rates of Danish commercial banks on the interbank market in Copenhagen or, if only one or no such quotes are provided, (ii) the assessment of the Bond Trustee of the interest rate, which in the Bond Trustee s determination is equal to what is offered by Danish commercial banks, for the applicable period in the Copenhagen interbank market. If any such rate is below zero, CIBOR will be deemed to be zero. Compliance Certificate shall have the meaning given to it in Clause Danish Securities Trading Act means the Danish Securities Trading Act no. 219 dated 20 February 2013, as amended. Decisive Influence means a person having, as a result of an agreement or through the ownership of shares or interests in another person: a majority of the voting rights in that other person; or a right to elect or remove a majority of the members of the board of directors of that other person. When determining the relevant person s number of voting rights in the other person or the right to elect and remove members of the board of directors, rights held by the parent company of the relevant person and the parent company s Subsidiaries shall be included. Defeasance Pledge shall have the meaning given to it in Clause DKK" means the legal currency of Denmark. Equity Ratio means the ratio on a Group level of total equity (including minority interests) to total assets, in each case calculated on a consolidated Group level in accordance with GAAP as set out in the latest Financial Statement or Interim Accounts (as the case may be). Event of Default means the occurrence of an event or circumstance specified in Clause Exchange means a securities exchange or other reputable market place on which the Bonds are listed, or where the Issuer has applied for listing of the Bonds. 4

5 Finance Documents means (i) this Bond Agreement, (ii) the agreement between the Bond Trustee and the Issuer referred to in Clause 14.2, (iii) the Guarantee and (iii) any other document (whether creating a Security or not) which is executed at any time by the Issuer or any other person in relation to any amount payable under the Finance Documents. Financial Indebtedness means any indebtedness for or in respect of: (c) (d) (e) (f) (g) (h) moneys borrowed; any amount raised by acceptance under any acceptance credit facility or dematerialized equivalent; any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument; the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with GAAP, be treated as finance or capital lease; receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis); any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing; any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the mark to market value shall be taken into account); and the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs to (g) above (without double counting). Financial Statements means the audited unconsolidated and consolidated annual financial statements of the Guarantor for any financial year, drawn up according to GAAP, such accounts to include a profit and loss account, balance sheet, cash flow statement and report from the Board of Directors. GAAP means the generally accepted accounting practice and principles in the country in which the Guarantor is incorporated. Group means the Guarantor and its Subsidiaries, and a Group Company means the Guarantor or any of its Subsidiaries, including the Issuer. Guarantee means an unconditional irrevocable on-demand guarantee, as set out in Clause 8.3, from the Guarantor securing the Issuer s obligations under this Bond Agreement and any other Finance Document, including interest, costs and expenses. 5

6 Guarantor means Dansk Landbrugs Grovvareselskab A.m.b.a., a cooperative limited liability company existing under the laws of Denmark, with company registration number Interest Payment Date means 25 March, 25 June, 25 September and 25 December in each year and the Maturity Date. Interim Accounts means the unaudited unconsolidated and consolidated semiannual financial statements of the Guarantor for the semi-annual period ending on 30 June each year, drawn up according to GAAP. ISIN means International Securities Identification Number the identification number of the Bond Issue. Issue Date means 25 June Issuer Agent means the legal entity appointed by the Issuer to acts as its paying agent in the Securities Registry with respect to the Bonds. Issuer s Bonds mean any Bonds owned by the Issuer, any person or persons who has Decisive Influence over the Issuer, or any person or persons over whom the Issuer has Decisive Influence. Leverage Ratio means the ratio on a Group level of net interest bearing debt (NIBD) to earnings before interest, taxes, depreciation and amortization (EBITDA) (according to GAAP), in each case calculated on a consolidated Group level in accordance with GAAP as set out in the latest Financial Statement. Manager means the manager(s) for the Bond Issue, being Danske Bank A/S, Nordea Bank Danmark A/S and Nykredit Bank A/S. Margin means four point twenty five per cent (4.25%) per annum. Material Adverse Effect a material adverse effect on: the financial condition, results of operations or general affairs or trading position, of the Issuer, the Guarantor or the Group (taken as a whole), the Issuer s or the Guarantor s ability to perform and comply with its obligations under any of the Finance Documents; or (c) the validity or enforceability of any of the Finance Documents. Material Subsidiary any Subsidiary of the Guarantor: whose net profits (consolidated in the case of a Subsidiary which itself has Subsidiaries) and/or whose total gross assets (consolidated in the case of a Subsidiary which itself has Subsidiaries) represent not less than 7.5 per cent of the consolidated net profits, or, as the case may be, the consolidated total gross assets of the Guarantor and its Subsidiaries taken as a whole, all as calculated by reference to the latest financial statements (consolidated or, as the case may be, unconsolidated) of the Subsidiary and the then latest Financial Statements of the Guarantor; provided that in the case of a Subsidiary acquired after the end of the financial period to which the then latest Financial Statements of the Guarantor relate for the purpose of applying each of the foregoing tests, the reference to the Guarantor s latest 6

7 Financial Statements shall be deemed to be a reference to such Financial Statements as if such Subsidiary had been shown in such Financial Statements by reference to its then latest relevant financial statements, adjusted as deemed appropriate by the Guarantor s auditors for the time being after consultation with the Guarantor; or to which is transferred all or substantially all of the business, undertaking and assets of another Subsidiary which immediately prior to such transfer is a Material Subsidiary, whereupon (i) in the case of a transfer by a Material Subsidiary, the transferor Material Subsidiary shall immediately cease to be a Material Subsidiary and (ii) the transferee Subsidiary shall immediately become a Material Subsidiary, provided that on or after the date on which the relevant financial statements for the financial period current at the date of such transfer are published, whether such transferor Subsidiary or such transferee Subsidiary is or is not a Material Subsidiary shall be determined pursuant to the provisions of paragraph above. Maturity Date means 25 June Any adjustment will be made according to the Business Day Convention. Obligor means the Issuer and the Guarantor. Outstanding Bonds means the Bonds not redeemed or otherwise discharged. Party means a party to this Bond Agreement (including its successors and permitted transferees). Payment Date means a date for payment of principal or interest under this Bond Agreement. "Permitted Disposal" means any sale, lease, license, transfer or other disposal which is on arm's length terms: (c) (d) (e) (f) of inventory (in Danish: varelager ), securities held as current assets or cash made by any member of the Group in the ordinary course of trading of the disposing entity; of any asset by a member of the Group (other than the Issuer and the Guarantor) to another member of the Group; of assets (other than shares, businesses, real property and intellectual property) in exchange for other assets comparable or superior as to type, value and quality; of obsolete or redundant vehicles, plant and equipment for cash; of cash equivalent investments for cash or in exchange for other cash equivalent investments; of assets up to an amount enabling the Group to comply with the financial covenants set out in Clause 13.4(d) (Restrictions on Financial Indebtedness) and Clause 13.4(e) (Restrictions on disposals), provided, always, that the 7

8 proceeds from such sale, lease, license, transfer or other disposal are used to reduce the Obligors senior debt, and provided, further, that such sale, lease, license, transfer or other disposal does not conflict with the restrictions in Clause 13.3(e) (Disposal of business); and (g) of assets (other than shares) for cash where the higher of the market value and net consideration receivable (when aggregated with the higher of the market value and net consideration receivable for any other sale, lease, license, transfer or other disposal not allowed under the preceding paragraphs) does not exceed DKK 100,000,000 (or its equivalent in any other currency) during any financial year of the Guarantor. "Permitted Financial Indebtedness" means (i) Financial Indebtedness outstanding on the date hereof and Financial Indebtedness obtained to refinance such existing Financial Indebtedness, (ii) Financial Indebtedness arising under a foreign exchange transaction for spot or forward delivery entered into in connection with protection against fluctuation in currency rates where that foreign exchange exposure arises in the ordinary course of trade, but not a foreign exchange transaction for investment or speculative purposes, (iii) acceptance of prepayments from customers and (iv) lease or hire purchase contracts which would, in accordance with GAAP, be treated as finance or capital lease, up to an amount of DKK 25,000,000. Put Option shall have the meaning given to it in Clause Securities Account Controller means a Bondholder s account manager in the Securities Depository. Securities Depository means the securities depository in which the Bond Issue is registered, being VP Securities A/S (VP) in Denmark. Security means any encumbrance, mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect. Security and Covenant Defeasance shall have the meaning given to it in Clause Stamdata means the web site maintained by the Bond Trustee. Subsidiary means a company over which another company has Decisive Influence. Tangible Equity Ratio means the ratio on a Group level of total equity (including minority interests) less intangible assets to total assets less intangible assets, in each case calculated on a consolidated Group level in accordance with GAAP as set out in the latest Financial Statement or Interim Accounts (as the case may be). US Securities Act means the U.S. Securities Act of 1933, as amended. Voting Bonds means the Outstanding Bonds less the Issuer s Bonds. 8

9 1.2 Construction In this Bond Agreement, unless the context otherwise requires: (c) (d) (e) (f) (g) headings are for ease of reference only; words denoting the singular number shall include the plural and vice versa; references to Clauses are references to the Clauses of this Bond Agreement; references to a time is a reference to Copenhagen time unless otherwise stated herein; references to a provision of law is a reference to that provision as it may be amended or re-enacted, and to any regulations made by the appropriate authority pursuant to such law, including any determinations, rulings, judgments and other binding decisions relating to such provision or regulation; an Event of Default is continuing if it has not been remedied or waived; and references to a person shall include any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality). 2 The Bonds 2.1 Binding nature of this Bond Agreement By virtue of being registered as a Bondholder (directly or indirectly) with the Securities Depository, the Bondholders are bound by the terms of this Bond Agreement and any other Finance Document, without any further action required to be taken or formalities to be complied with, see also Clause This Bond Agreement is available to anyone and may be obtained from the Bond Trustee or the Issuer. The Issuer shall ensure that this Bond Agreement is available to the general public throughout the entire term of the Bonds. This Bond Agreement may be published on Stamdata or such other venues as decided by the Bond Trustee. 2.2 The Bonds The Issuer has resolved to issue a series of Bonds in the total aggregate nominal amount of DKK 1 billion (Danish kroner 1,000,000,000). The denomination of each Bond is DKK 1,000,000. The Bonds shall rank pari passu between themselves. The Bond Issue will be described as DLG Finance A/S FRN The ISIN of the Bond Issue will be DK

10 The tenor of the Bonds is from and including the Issue Date to the Maturity Date. 2.3 Purpose and utilization 3 Listing The net proceeds of the Bonds shall be applied towards the general corporate purposes of the Issuer, including the acquisition of a majority of the shares in Team AG. 3.1 The Issuer shall apply for listing of the Bonds on NASDAQ OMX First North Bond Market, Copenhagen. 3.2 If the Bonds are listed, the Issuer shall ensure that the Bonds remain listed until they have been discharged in full. 4 Registration in the Securities Depository 4.1 The Bond Issue and the Bonds shall prior to disbursement be registered in the Securities Depository according to the Danish Securities Trading Act and the terms and conditions of the Securities Depository. 4.2 The Issuer shall ensure that correct registration in the Securities Depository is made and shall notify the Securities Depository of any changes in the terms and conditions of this Bond Agreement. The Bond Trustee shall receive a copy of the notification. The registration may be executed by the Issuer Agent. 4.3 The Bonds have not been registered under the US Securities Act, and the Issuer is under no obligation to arrange for registration of the Bonds under the US Securities Act. 5 Purchase and transfer of Bonds 5.1 Bondholders may be subject to purchase or selling restrictions with regard to the Bonds, as applicable from time to time under local laws to which a Bondholder may be subject (due e.g. to its nationality, its residency, its registered address, its place(s) for doing business). Each Bondholder must ensure compliance with applicable local laws and regulations at its own cost and expense. 5.2 Notwithstanding the above, a Bondholder which has purchased the Bonds in breach of applicable mandatory restrictions may nevertheless utilize its rights (including, but not limited to, voting rights) under this Bond Agreement. 6 Conditions Precedent 6.1 Disbursement of the net proceeds of the Bonds to the Issuer will be subject to the Bond Trustee having received the documents listed below, in form and substance satisfactory to it, at least two Business Days prior to the Issue Date: this Bond Agreement, duly executed by all parties thereto; 10

11 (c) (d) (e) (f) (g) (h) (i) (j) (k) certified copies of all necessary corporate resolutions of the Issuer to issue the Bonds and execute the Finance Documents; a power of attorney from the Issuer to relevant individuals for their execution of the relevant Finance Documents, or extracts from the relevant register or similar documentation evidencing such individuals authorisation to execute the Finance Documents on behalf of the Issuer; certified copies of (i) the Certificate of Incorporation or other similar official document for the Issuer, evidencing that it is validly registered and existing and (ii) the Articles of Association of the Issuer; the Issuer s latest Financial Statements and Interim Accounts (if any); confirmation from the Manager that the applicable prospectus requirements (ref the EU prospectus directive (2003/71 EC) have been fulfilled; to the extent necessary, any public authorisations required for the Bond Issue; confirmation that the Bonds have been registered in the Securities Depository; the Bond Trustee fee agreement set out in Clause 14.2, duly executed; copies of any written documentation used in the marketing of the Bonds or made public by the Issuer or the Managers in connection with the Bond Issue; and any statements or legal opinions reasonably required by the Bond Trustee (including any capacity corporate opinions for each Obligor and opinions related to the validity, perfection and enforceability of the Finance Documents). The documents listed in items, (c), (d), (e), and (i) above shall also be delivered by each other Obligor. 6.2 The Bond Trustee may, in its reasonable opinion, waive the deadline or requirements for documentation as set out in Clause Disbursement of the net proceeds from the Bonds is subject to the Bond Trustee s written notice to the Issuer, the Managers and the Issuer Agent (if applicable) that the documents have been controlled and that the required conditions precedent are fulfilled. 6.4 On the Issue Date, subject to receipt of confirmation from the Bond Trustee pursuant to Clause 6.3, the Managers shall make the net proceeds from the Bond Issue available to the Issuer. 11

12 7 Representations and Warranties 7.1 Each of the Issuer and the Guarantor represents and warrants, jointly and severally, to the Bond Trustee that: Status The Issuer is a limited liability company and the Guarantor is a cooperative limited liability company. Each is duly incorporated and validly existing and registered under the laws of the Kingdom of Denmark, and has the power to own or lease its property and assets and carry on its business as it is being conducted and is lawfully qualified to do business in all material respects in those jurisdictions in which business is conducted. Power and authority It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, this Bond Agreement and any other Finance Document to which it is a party and the transactions contemplated by those Finance Documents. (c) Valid, binding and enforceable obligations This Bond Agreement and each other Finance Document to which it is a party constitutes (or will constitute, when executed by the respective parties thereto) its legal, valid and binding obligations, enforceable in accordance with their respective terms, and on registration with the Securities Depository and payment by the Managers of the net proceeds, the Bonds will constitute, legal, valid, binding and enforceable obligations of the Issuer, (subject to general principles of law limiting creditors' rights generally). (d) Non-conflict with other obligations The entry into and performance by it of this Bond Agreement and any other Finance Document to which it is a party and the transactions contemplated thereby do not and will not conflict with, or result in a breach of or default under, (i) any applicable law or regulation or judicial or official order; (ii) its constitutional documents; or (iii) any agreement or instrument which is binding upon it or any of its assets or in respect of indebtedness in relation to which it is a surety. (e) Authorizations and consents All authorisations, consents or approvals (and if applicable resolutions, licences, exemptions, filings, notarizations or registrations) required: (i) (ii) to enable it to enter into, exercise its rights and comply with its obligations under this Bond Agreement or any other Finance Document to which it is a party; and to carry on its business as presently conducted and as contemplated by this Bond Agreement, have been obtained or effected and are in full force and effect. 12

13 (i) (ii) (f) No Event of Default No Event of Default exists or is likely to result from the making of any drawdown under this Bond Agreement or the entry into, the performance of, or any transaction contemplated by, any Finance Document. No other event or circumstance is outstanding which constitutes (or with the expiry of a grace period, the giving of notice, the making of any determination or any combination of any of the foregoing, would constitute) a default or termination event (howsoever described) under any other agreement or instrument which is binding on it or any of its Subsidiaries or to which its (or any of its Subsidiaries ) assets are subject which has or is likely to have a Material Adverse Effect. (g) Litigation No litigation, arbitration or administrative proceedings or investigations of or before any court, arbitral body or agency which, if adversely determined, is likely to have a Material Adverse Effect have (to the best of its knowledge and belief) been started or threatened against it or any of its Subsidiaries. (h) Financial Statements Its most recent Financial Statements fairly and accurately represent the assets and liabilities and financial condition of the Group (taken as a whole) as at the date as of which it was prepared and of the result of the operations of the Group (taken as a whole) during the period then ended, and have been prepared in accordance with GAAP, consistently applied. (i) No Material Adverse Effect Since the date of the Financial Statements, there has been no change in its business, assets or financial condition that is reasonably likely to have a Material Adverse Effect. (j) No misleading information Any factual information provided by it to the subscribers or the Bond Trustee for the purposes of this Bond Issue was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated; the information does not, to the best knowledge of the Issuer and the Guarantor, omit to state any material fact necessary to make such information, opinions, predictions or intentions (in the context of the issue, offering and sale of the Bonds) not misleading in any material respect. (k) No withholdings The Issuer is not required to make any deduction or withholding from any payment which it may become obliged to make to the Bond Trustee or the Bondholders under this Bond Agreement. 13

14 (l) Pari passu ranking Its payment obligations under this Bond Agreement, including the Guarantee, or any other Finance Document to which it is a party rank at least pari passu as set out in Clause 8.1. (m) Security No Security exists over any of the present assets of any Group Company in conflict with this Bond Agreement. 7.2 The representations and warranties set out in Clause 7.1 are made on the execution date of this Bond Agreement, and shall be deemed to be repeated on the Issue Date. 8 Status of the Bonds and security 8.1 The Bonds shall constitute senior debt obligations of the Issuer and the Guarantee shall constitute senior payment obligations of the Guarantor. The Bonds shall rank at least pari passu with all other unsecured obligations of the Issuer and the Guarantee shall rank at least pari passu with all other unsecured obligations of the Guarantor (in each case save for such claims which are preferred by bankruptcy, insolvency, liquidation or other similar laws of general application) and shall rank ahead of subordinated debt. 8.2 The Bonds, including accrued but unpaid interest, costs and expenses, shall be secured by the Guarantee. 8.3 Guarantee and Indemnity Guarantee and Indemnity: The Guarantor irrevocably and unconditionally: (c) guarantees as principal obligor to the Bond Trustee and the Bondholders punctual payment and performance by the Issuer of all the Issuer s obligations under the Finance Documents; undertakes with the Bond Trustee and the Bondholders that whenever the Issuer does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand (in Norwegian: påkravsgaranti) pay that amount as if it was the principal obligor; and indemnifies the Bond Trustee and the Bondholders immediately on demand against any cost, loss or liability suffered by the Bond Trustee and the Bondholders if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 8.3 (Guarantee and Indemnity) if the amount had been recoverable on the basis of a guarantee. 14

15 8.3.2 Continuing guarantee: This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Issuer under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part Reinstatement: If any payment by the Issuer or any discharge given by the Bond Trustee or the Bondholders (whether in respect of the obligations of the Issuer or otherwise) is avoided or reduced as a result of insolvency or any similar event: the liability of each Obligor shall continue as if the payment, discharge, avoidance or reduction had not occurred; and the Bond Trustee and the Bondholders shall be entitled to recover the value or amount of that security or payment from the Obligors, as if the payment, discharge, avoidance or reduction had not occurred Waiver of Defences: The obligations of the Guarantor under this Clause 8.3 (Guarantee and Indemnity) will not be affected by an act, omission, matter or thing which, but for this Clause 8.3 (Guarantee and Indemnity), would reduce, release or prejudice any of its obligations under this Clause 8.3 (Guarantee and Indemnity) (without limitation and whether or not known to it or the Bond Trustee or the Bondholders) including: (c) (d) (e) (f) (g) any time, waiver or consent granted to, or composition with, the Issuer or other person; the release of the Issuer or any other person under the terms of any composition or arrangement with any creditor; the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, the Issuer or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security; any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the Issuer or any other person; any amendment, supplement, extension (whether of maturity or otherwise) or restatement (in each case, however fundamental and of whatsoever nature) or replacement of a Finance Document or any other document or security; any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or any insolvency or similar proceedings. 15

16 8.3.5 Immediate Recourse: The Guarantor waives any right it may have of first requiring the Bond Trustee or the Bondholders to proceed against or enforce any other rights or security or claim payment from any person before claiming from the Guarantor under this Clause 8.3 (Guarantee and Indemnity). This waiver applies irrespective of any law or any provision of a Finance Document to the contrary Appropriations: Until all amounts which may be or become payable by the Issuer under or in connection with the Finance Documents have been irrevocably paid in full, the Bond Trustee and the Bondholders may: refrain from applying or enforcing any other moneys, security or rights held or received by the Bond Trustee and the Bondholders (or any agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and the Guarantor shall not be entitled to the benefit of the same; and hold in an interest-bearing account any monies received from any Guarantor or on account of the Guarantor s liability under this Clause 8.3 (Guarantee and indemnity) Deferral of the Guarantors' Rights: Until all amounts which may be or become payable by the Issuer under or in connection with the Finance Documents have been irrevocably paid in full and unless the Bond Trustee otherwise directs, the Guarantor will not exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents: (c) (d) (e) (f) to be indemnified by the Issuer; to claim any contribution from any other guarantor of the Issuer's obligations under the Finance Documents; to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by the Bond Trustee or the Bondholders; to bring legal or other proceedings for an order requiring the Issuer to make any payment, or perform any obligation, in respect of which the Guarantor has given a guarantee, undertaking or indemnity under Clause 8.3 (Guarantee and indemnity); to exercise any right of set-off against the Issuer; and/or to claim or prove as a creditor of the Issuer in competition with the Bond Trustee or the Bondholders. If the Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to 16

17 enable all amounts which may be or become payable to the Bond Trustee and the Bondholders by the Issuer under or in connection with the Finance Documents to be repaid in full on trust for the Bond Trustee and the Bondholders and shall promptly pay or transfer the same to the Bond Trustee for application to the Bondholders. 8.4 The Guarantee is being furnished by the Guarantor pursuant to a request made by the Issuer in connection with the Bond Issue. 8.5 The Guarantee is effective from the date hereof and expires automatically without notice upon the final discharge in full of any and all obligations of the Issuer pursuant to the Bond Agreement and the other Finance Documents. 9 Interest 9.1 The Issuer shall pay interest on the par value of the Bonds from, and including, the Issue Date at the Bond Reference Rate plus the Margin (together the Floating Rate ). 9.2 Interest payments shall be made in arrears on the Interest Payment Dates each year, the first Interest Payment Date falling in September The relevant interest payable amount shall be calculated based on a period from, and including, the Issue Date or one Interest Payment Date (as the case may be) to, but excluding, the next following applicable Interest Payment Date. 9.4 The day count fraction ( Floating Rate Day Count Fraction ) in respect of the calculation of the payable interest amount shall be Actual/360, which means that the number of days in the calculation period in which payment being made divided by The applicable Floating Rate on the Bonds is set/reset on each Interest Payment Date by the Bond Trustee or Issuer Agent commencing on the Interest Payment Date at the beginning of the relevant calculation period, based on the Bond Reference Rate two Business Days preceding that Interest Payment Date. When the interest rate is set for the first time and on subsequent interest rate resets, the next Interest Payment Date, the interest rate applicable up to the next Interest Payment Date and the actual number of calendar days up to that date shall immediately be notified to the Issuer, the Issuer Agent, and if the Bonds are listed, the Exchange and simultaneously be published on Stamdata. 9.6 The payable interest amount per Bond for a relevant calculation period shall be calculated as follows: Interest = Face x Floating x Floating Rate Amount Value Rate Day Count Fraction 17

18 10 Maturity of the Bonds and Redemption 10.1 Maturity The Bonds shall mature in full on the Maturity Date, and shall be repaid at par (100%) by the Issuer Call Option If, in relation to the Bonds, as a result of any change in the laws of Denmark or of any political subdivision thereof or any authority or agency therein or thereof having power to tax or in the interpretation or administration of any such laws or regulations which becomes effective on or after the date of this Bond Agreement on the occasion of the next payment due in respect of the Bonds, the Issuer would be required to pay additional amounts as provided in Clause 14.6, the Issuer may, at its option redeem in whole but not in part (a Call Option ) on an Interest Payment Date the Bonds at their principal amount together with accrued interest (if any) thereon Should the Issuer exercise the Call Option, the Bond Trustee and the Bondholders must be informed of this (the Bondholders in writing via the Securities Depository) not more than forty (40) nor less than twenty (20) Business Days before the date of redemption On the settlement date of the Call Option, the Issuer shall pay to each of the Bondholders holding Bonds to be redeemed, in respect of each such Bond, the principal amount of such Bond (including any premium as stated above) and any unpaid interest accrued up to and including the settlement date Bonds redeemed by the Issuer in accordance with this Clause shall be discharged against the Outstanding Bonds Change of control (Put) Upon the occurrence of a Change of Control Event, each Bondholder shall have the right to require that the Issuer acquires its Bonds (a Put Option ) at a price of 101 % of par plus accrued interest The Put Option must be exercised within two months after the Issuer has given notification to the Bond Trustee of a Change of Control Event. Such notification shall be given as soon as possible after a Change of Control Event has taken place The Put Option may be exercised by each Bondholder by giving written notice of the request to its Securities Account Controller. The Securities Account Controller shall notify the Issuer Agent of the redemption request. The settlement date of the Put Option shall be the third Business Day after the end of the two month exercise period of the Put Option On the settlement date of the Put Option, the Issuer shall pay to each of the Bondholders holding Bonds to be redeemed, the principal amount of each such Bond 18

19 (including any premium pursuant to Clause ) and any unpaid interest accrued up to (but not including) the settlement date. 11 Payments 11.1 Covenant to pay The Issuer will on any Payment Date (or any other due date pursuant to any Finance Document) unconditionally pay to or to the order of the Bond Trustee all amounts due under this Bond Agreement or any other Finance Document The covenant contained in Clause shall be for the benefit of the Bond Trustee and the Bondholders Payment mechanics If no specific order is made by the Bond Trustee under Clause , the Issuer shall pay all amounts due to the Bondholders under this Bond Agreement or any other Finance Document by crediting the bank account nominated by each Bondholder in connection with its securities account in the Securities Depository Payment shall be deemed to have been made once the amount has been credited to the bank which holds the bank account nominated by the Bondholder in question, but if the paying bank and the receiving bank are the same, payment shall be deemed to have been made once the amount has been credited to the bank account nominated by the Bondholder in question, see however Clause In case of irregular payments, the Bond Trustee may instruct any Obligor or Bondholders of other payment mechanisms than described in Clause or above. The Bond Trustee may also obtain payment information regarding Bondholders accounts from the Securities Depository or account managers Subject to Clause 11.3, payment by the Issuer in accordance with this Clause 11.2 shall constitute good discharge of its obligations under Clause Set-off and counterclaims No Obligor may apply or perform any counterclaims or set-off against any payment obligations pursuant to this Bond Agreement or any other Finance Document Interest in the event of late payment In the event that any amount due under this Bond Agreement or any Finance Document is not made on the relevant due date, the unpaid amount shall bear interest from the due date at an interest rate equivalent to the interest rate according to Clause 9 plus five per cent (5.00%) per annum The interest charged under this Clause 11.4 shall be added to the defaulted amount on each respective Interest Payment Date relating thereto until the defaulted amount has been repaid in full. 19

20 The unpaid amounts shall bear interest as stated above until payment is made, whether or not the Bonds are declared to be in default pursuant to Clause 15.1, cf. Clauses Partial payments If the Bond Trustee or the Issuer Agent receives a payment that is insufficient to discharge all the amounts then due and payable under the Finance Documents, that payment shall be applied in the following order: (c) first, in or towards payment of any unpaid fees, costs and expenses of the Bond Trustee under the Finance Documents; secondly, in or towards payment of any accrued interest due but unpaid under the Bond Agreement, pro rata and without any preference or priority of any kind; and thirdly, in or towards payment of any principal due but unpaid under the Bond Agreement, pro rata and without any preference or priority of any kind. 12 Issuer s acquisition of Bonds The Issuer has the right to acquire and own Bonds (Issuer s Bonds). The Issuer s holding of Bonds may at the Issuer s discretion be retained by the Issuer, sold or discharged. 13 Covenants 13.1 General The Issuer undertakes from the date of this Bond Agreement and until such time that no amounts are outstanding under this Bond Agreement or any other Finance Document, to the Bond Trustee, as further set out in this Clause Information Covenants The Issuer shall: (c) without being requested to do so, promptly inform the Bond Trustee in writing of any Event of Default, any event or circumstance which the Issuer understands or ought to understand may lead to an Event of Default and any other event which may have a Material Adverse Effect; without being requested to do so, inform the Bond Trustee in writing if any member of the Group agrees to sell or dispose of all or a substantial part of the Group s assets or operations, or change the nature of the Group s business; without being requested to do so, procure that the Guarantor prepare Financial Statements and make them available on its website in the English language (alternatively by arranging for publication at Stamdata) as soon as 20

21 they become available, and not later than 120 days after the end of the financial year; (d) (e) (f) (g) (h) (i) (j) without being requested to do so, procure that the Guarantor prepare Interim Accounts and make them available on its website in the English language (alternatively by arranging for publication on Stamdata) as soon as they become available, and not later than 60 days after the semi-annual period ending on 30 June each year; at the request of the Bond Trustee, report the balance of the Issuer s Bonds; without being requested to do so, send the Bond Trustee copies of any statutory notifications of the Issuer or the Guarantor, including but not limited to in connection with mergers, de-mergers and reduction of the Issuer s or the Guarantor s share capital; if the Bonds are listed on an Exchange, without being requested to do so, send a copy to the Bond Trustee of its notices to the Exchange; if the Issuer, the Guarantor and/or the Bonds are rated, without being requested to do so, inform the Bond Trustee of its rating and/or the rating of the Bond Issue, and any changes to such ratings; without being requested to do so, inform the Bond Trustee of changes in the registration of the Bonds in the Securities Depository; and within a reasonable time, provide such information about the Issuer s or the Guarantor s business, assets and financial condition as the Bond Trustee may reasonably request The Obligors shall in connection with the publication of financial reports under Clause (c) and (d), confirm to the Bond Trustee in writing the Obligors compliance with the covenants in this Clause 13, unless the Bond Trustee explicitly waives such requirement. Such confirmation shall be undertaken in a certificate, substantially in the form set out in Attachment 1 hereto, signed by the Chief Executive Officer or Chief Financial Officer of the Obligors (a Compliance Certificate ). In the event of non-compliance, the Compliance Certificate shall describe the non-compliance, the reasons therefore as well as the steps which the Issuer has taken and will take in order to rectify the non-compliance General Covenants Pari passu ranking The Obligors shall ensure that their obligations under this Bond Agreement and any other Finance Document shall at all time rank at least pari passu as set out in Clause 8.1. Mergers The Obligors shall not, and shall ensure that no other Group Company shall, carry out any merger or other business combination or corporate reorganization involving a consolidation of the assets and obligations of an Obligor or any of the Subsidiaries 21

22 with any other companies or entities if such transaction would have a Material Adverse Effect. (c) De-mergers The Obligors shall not, and shall ensure that no other Group Company shall, carry out any de-merger or other corporate reorganization involving a split of an Obligor or any of the Subsidiaries into two or more separate companies or entities, if such transaction would have a Material Adverse Effect. (d) Continuation of business The Obligors shall not cease to carry on their business, and shall procure that no substantial change is made to the general nature of the business of the Group from that carried on at the date of this Bond Agreement, and/or as set out in this Bond Agreement. (e) Disposal of business The Obligors shall not, and shall procure that no other Group Company shall, sell or otherwise dispose of all or a substantial part of the Group s assets or operations, unless: (i) (ii) the transaction is carried out at fair market value, on terms and conditions customary for such transactions; and such transaction would not have a Material Adverse Effect. (f) Arm s length transactions The Obligors shall not, and the Obligors shall ensure that no other Group Company shall, enter into any transaction with any person except on arm s length terms and for fair market value. (g) Corporate status The Obligors shall not change its type of organization or jurisdiction of incorporation. (h) Compliance with laws The Obligors shall, and shall ensure that all other Group Companies shall, carry on its business in accordance with acknowledged, careful and sound practices in all material aspects and comply in all material respects with all laws and regulations it or they may be subject to from time to time Special covenants Negative pledge So long as any amount remains outstanding under the Bonds, neither the Guarantor nor the Issuer shall, and the Guarantor shall not permit any of its Subsidiaries to, directly or indirectly, create, incur or suffer to exist any Security upon the whole or any part of the Group s present or future undertaking, assets or revenues for any 22

23 bonds, notes, debentures or debt securities (or any similar instrument under applicable law). Listing of the Bonds The Obligors shall ensure that the Bonds are listed on the First North Bond Market, Copenhagen within 4 months from the Issue Date. (c) Maintenance of listing The Obligors shall ensure that the Bonds shall remain listed on the First North Bond Market, Copenhagen as long as any Bonds are outstanding. (d) Restrictions on Financial Indebtedness The Obligors shall not (and the Guarantor shall ensure that no member of the Group will) incur any Financial Indebtedness other than Permitted Financial Indebtedness unless: (i) (ii) (iii) the Equity Ratio is (A) at least 20 per cent if calculated with reference to the latest Financial Statements or (B) at least 18 per cent if calculated with reference to the latest Interim Accounts; the Tangible Equity Ratio is at least 10 per cent calculated with reference to the latest Financial Statements or the latest Interim Accounts (as the case may be); and the Leverage Ratio calculated with reference to the latest Financial Statements is less than (A) 8.0:1 in the first twelve (12) months following the Issue Date, (B) 7.75:1 in the period being twelve (12) to twenty-four (24) months following the Issue Date and (C) 7.50:1 in the period thereafter. (e) Restrictions on disposals Without prejudice to the restrictions in Clause 13.3(e) (Disposal of business) the Obligors shall not (and the Guarantor shall ensure that no member of the Group will) enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset other than a Permitted Disposal unless: (i) (ii) (iii) the Equity Ratio is (A) at least 20 per cent if calculated with reference to the latest Financial Statements or (B) at least 18 per cent if calculated with reference to the latest Interim Accounts; the Tangible Equity Ratio is at least 10 per cent calculated with reference to the latest Financial Statements or the latest Interim Accounts (as the case may be); and the Leverage Ratio calculated with reference to the latest Financial Statements is less than (A) 8.0:1 in the first twelve (12) months following the Issue Date, (B) 7.75:1 in the period being twelve (12) to twenty-four (24) months following the Issue Date and (C) 7.50:1 in the period thereafter. 23