sociedad concesionaria autovía de la plata, s.a

OFFERING CIRCULAR

Sociedad Concesionaria Autovía de la Plata, S.A.

(incorporated in Spain with limited liability)

€184,500,000

3.169 per cent. Bonds due 31 December 2041

Issue Price 100 per cent.

OFFERING CIRCULAR (DOCUMENTO INFORMATIVO DE INCORPORACIÓN) ON THE EVENTUAL

ADMISSION (INCORPORACIÓN) OF SECURITIES ON THE SPANISH ALTERNATIVE FIXED-INCOME

MARKET (MARF)

The €184,500,000. 3.169 per cent. Bonds due 31 December 2041 (the Bonds) have been issued by Sociedad Concesionaria

Autovía de la Plata, S.A. (the SPV, the Issuer or the Company), a corporation (Sociedad Anónima) organised under the

laws of Spain, registered in the Madrid Companies Register in volume 30,409, sheet 177, section 8ª, page M-547341, with

tax identification number A-86591278.

The Bonds are constituted by a trust deed (the Trust Deed) dated the Closing Date (as defined below) between the Issuer

and BNP Paribas Trust Corporation UK Limited as bond trustee (in this capacity, the Bond Trustee).

This offering circular (the Offering Circular) constitutes a Documento Informativo de Incorporación for the purposes of

admission (incorporación) of the Bonds to the Multilateral Trading System known as Alternative Fixed Income

Market (Mercado Alternativo de Renta Fija or MARF). MARF adopts the legal structure of a multilateral trading

facility (MTF), under the terms provided for in Articles 118 et seq. of the Law 24/1988 on Securities Market (LMV),

constituting an alternative, unofficial and not regulated market for the trading of fixed-income securities in accordance with

the provisions of Directive 2004/39/EC.

The Issuer will request the admission (incorporación) of the Bonds to trading on MARF within 30 days following the

Closing Date (as defined below). The denomination of the Bonds shall be €100,000.

Interest on the Bonds accrues from (and including) 27 May 2015 (the Closing Date). Interest on the Bonds is payable semi-

annually in arrear on 30 June and 31 December in each year, commencing on 30 June 2015. Payments on the Bonds will be

made without deduction for or on account of taxes in Spain to the extent described under and subject to the customary

exceptions described in "Terms and Conditions of the Bonds — Taxation".

The Bonds mature on 31 December 2041 but may be redeemed before then at the option of the Issuer in whole at any time at

their principal amount together with accrued interest and a make whole premium. The Bonds are also subject to redemption

in whole or in part, at their principal amount, together with accrued interest, at the option of the Issuer at any time in the

event of certain changes affecting taxation in Spain. In addition, if the Concession Agreement (as defined below) is

terminated, then the Issuer shall, upon receipt of the relevant Compensation (as defined below), immediately pay such

Compensation into the General Account (as defined below) and in the manner described herein redeem the Bonds in whole

at their principal amount, together with accrued but unpaid interest to such date, and, in certain circumstances, a make whole

premium. See "Terms and Conditions of the Bonds – Redemption and Purchase" for details of these and other circumstances

in which the Bonds may be redeemed early. The Bonds contain certain obligations for the Issuer, as detailed in Condition 5

(General Covenants) of the Bonds.

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The Bonds constitute senior obligations of the Issuer, to be secured as provided for in Condition 3 (Security). The Security

will be held in accordance with the terms of a security trust and subordination deed (the Security Trust and Subordination

Deed) dated the Closing Date between, inter alios, the Issuer and BNP Paribas Trust Corporation UK Limited as security

agent (in this capacity, the Security Agent). See also "Terms and Conditions of the Bonds – Security".

The Bonds are represented by book entries in Iberclear. See "Summary of Clearance and Settlement Procedures applicable

to Book-Entry Notes".

The Bonds are expected to be rated BBB by Standard & Poor's Rating Services (S&P) on or about the Closing Date. A

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 agency. S&P is established in the EU and registered under Regulation (EC) No 1060/2009

(the CRA Regulation).

Prospective investors should have regard to the factors described under the section of this Offering Circular headed "Risk

Factors" on page 16 of this Offering Circular.

This Offering Circular (Documento Informativo de Incorporación) is not a prospectus (folleto informativo) within the

meaning of Directive 2004/39/EC and has not been registered with the National Securities Market Commission (CNMV).

The offering of the Bonds does not constitute a public offering in accordance with the provisions of Article 30bis of the

LMV and therefore there is no obligation to approve, register and publish a prospectus (folleto informativo) with the CNMV.

As established by rule 2 of Circular 3/2014 of MARF, dated 29 October, this issuance of Bonds is intended exclusively for

professional and qualified investors in accordance with the provisions of Article 78bis 2 of the LMV and Article 39 of Royal

Decree 1310/2005 of 4 November, with regard to the admission of securities to trading on official secondary markets, public

offerings or subscription and the prospectus required for this purpose (Royal Decree 1310/2005).

No action has been taken in any jurisdiction to permit a public offering of the Bonds or the possession or distribution of the

Offering Circular or any other offering material in any country or jurisdiction where such action is required for said purpose.

SOLE ARRANGER AND GLOBAL COORDINATOR

HSBC BANK plc

JOINT BOOKRUNNERS

HSBC BANK plc

BANCO BILBAO VIZCAYA ARGENTARIA, S.A. BANCO SANTANDER, S.A.

The date of this Offering Circular is 27 May 2015

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IMPORTANT NOTICES

This Offering Circular in relation to the Bonds includes the required information as established in Annex 1-B of

Circular 3/2014 of MARF, dated 29 October, on admission and exclusion of securities on MARF and the

procedures with respect to the same.

None of the Issuer nor HSBC Bank plc, Banco Bilbao Vizcaya Argentaria, S.A. and Banco Santander, S.A. (the

Joint Bookrunners), the Bond Trustee nor the Security Agent has authorised anyone to provide information to

potential investors different from the information contained in this Offering Circular and other publicly

available information. Potential investors should not base their investment decision on information other than

that contained in this Offering Circular and alternative sources of public information. Any information or

representation not contained in this Offering Circular must not be relied upon as having been authorised by or

on behalf of the Issuer, the Joint Bookrunners, the Bond Trustee or the Security Agent.

Neither the delivery of this Offering Circular nor any sale made in connection herewith shall, under any

circumstances, create any implication that there has been no change in the affairs of the Issuer since the date

hereof or the date upon which this Offering Circular has been most recently amended or supplemented or that

there has been no adverse change in the financial position of the Issuer since the date hereof or the date upon

which this Offering Circular has been most recently amended or supplemented, or that the information

contained in it or any other information supplied in connection with the Bonds is correct as of any time

subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the

same.

To the fullest extent permitted by law, none of the Joint Bookrunners, the Bond Trustee nor the Security Agent

assumes any liability for the contents of the Offering Circular or for any other statement made or purported to be

made by the Joint Bookrunners, the Bond Trustee or the Security Agent or on their behalf in connection with the

Issuer or the issue and offering of the Bonds. The Joint Bookrunners, the Bond Trustee and the Security Agent

accordingly disclaim all and any liability whether arising in tort or contract or otherwise (save as referred to

above) which it might otherwise have in respect of this Offering Circular or any such statement.

None of the governing body of MARF, the CNMV, the Joint Bookrunners, the Bond Trustee nor the Security

Agent has approved or verified the contents of the Offering Circular, the financial statements of the Issuer, the

rating report or the risk of the issuance required under Circular 3/2014. The governing body of MARF does not

acknowledge or confirm the completeness, understanding or consistency of the information included in the

documentation provided to them by the Issuer in relation to the issuance of the Bonds.

The Bonds are represented by book entries in Iberclear (as defined below). The Issuer expressly declares that it

has met the requirements for registration and settlement of the transaction in Iberclear. See "Summary of

Clearance and Settlement Procedures applicable to Book-Entry Notes".

The Issuer accepts responsibility for the information contained in this Offering Circular. To the best of the

knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the case), the

information contained in this Offering Circular is in accordance with the facts and does not omit anything likely

to affect the import of such information.

The Issuer expressly declares that it is aware and knows the requirements and conditions necessary for

admission of the Bonds on MARF under current legislation and the requirements of its governing bodies and

expressly agrees to comply therewith.

This Offering Circular does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Joint

Bookrunners to subscribe or purchase, any of the Bonds. The distribution of this Offering Circular and the

offering of the Bonds in certain jurisdictions may be restricted by law. Persons into whose possession this

Offering Circular comes are required by the Issuer and the Joint Bookrunners to inform themselves about and to

observe any such restrictions.

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It is recommended that potential investors fully and carefully read the Offering Circular prior to any investment

decision. Potential investors should, in addition, have regard to each original document described, or referred to,

in this Offering Circular. All descriptions of documents referred to in this Offering Circular are qualified in their

entirety by reference to the terms of the original documents.

For a description of further restrictions on offers and sales of Bonds and distribution of this Offering Circular,

see the section of this Offering Circular headed "Sale of the Bonds".

The Bonds have not been and will not be registered under the U.S. Securities Act of 1933 (the Securities Act).

Subject to certain exceptions, Bonds may not be offered or sold within the United States or to U.S. persons.

Unless otherwise specified or the context requires, all references herein to euro or € are to the single currency

introduced at the start of the third stage of European Economic and Monetary Union pursuant to the Treaty on

the functioning of the European Union, as amended from time to time.

REGULATION OF INVESTMENTS IN SECURITISATIONS

The Issuer is of the opinion that the requirements of Articles 404-410 of the Capital Requirements Regulation

(Regulation (EU) No. 575/2013) and corresponding requirements adopted pursuant to Article 17 of the EU

Alternative Investment Fund Managers Directive (Directive 2011/61/EU) and Article 135(2) of the EU

Solvency II Directive (Directive 2009/138/EC, as amended by Directive 2014/51/EU) do not apply to the

Bonds. Investors in the Bonds are responsible for analysing their own regulatory position and none of the Issuer,

the Joint Bookrunners or any of the parties to the transaction of which the Bonds form part makes any

representation to any prospective investor or purchaser of the Bonds regarding the regulatory capital treatment

of their investment in the Bonds on the Closing Date or at any time in the future.

Articles 404-410 of the Capital Requirements Regulation, corresponding requirements under other regulations

and directives and any other changes to the regulation or regulatory treatment of the Bonds for some or all

investors may negatively impact the regulatory position of individual investors and, in addition, have a negative

impact on the price and liquidity of the Bonds in the secondary market.

FORWARD-LOOKING STATEMENTS

This Offering Circular contains various forward-looking statements regarding events and trends that are subject

to risks and uncertainties that could cause the actual results, performance or achievements of the Issuer to differ

materially from the information presented herein. Such forward-looking statements are based on numerous

assumptions regarding the Issuer's present and future business strategies and the environment in which the

Issuer will operate in the future.

When used in this Offering Circular, the words "estimate", "project", "intend", "anticipate", "believe", "expect",

"should", "plan", "targets", "aims", "will", "would", "may", "could", "continue" and similar expressions, as they

relate to the Issuer, its management and the Project, are intended to identify such forward-looking statements.

All statements other than statements of historical fact included in this Offering Circular, including, without

limitation, those statements regarding the Issuer's financial position, business strategy, management plans and

objectives for future operations, are forward-looking statements. These forward-looking statements involve

known and unknown risks, uncertainties and other factors, which may cause the Issuer's actual results,

performance or achievements, or industry results, to be materially different from any future results, performance

or achievements expressed or implied by these forward-looking statements. Readers are cautioned not to place

undue reliance on these forward-looking statements, which speak only as at the date hereof. Save as otherwise

required by any rules or regulations, the Issuer does not undertake any obligations publicly to release the result

of any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to

reflect the occurrence of unanticipated events.

Additional factors that could cause actual results, performance or achievements to differ materially include, but

are not limited to, those discussed under the section of this Offering Circular headed "Risk Factors". Any

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forward-looking statements contained in this Offering Circular speak only as at the date of this Offering

Circular.

Without prejudice to any requirements under applicable laws and regulations, the Issuer expressly disclaims any

obligation or undertaking to disseminate after the date of this Offering Circular any updates or revisions to any

forward-looking statements contained herein to reflect any change in expectations thereof or any change in

events, conditions or circumstances on which any such forward-looking statement is based.

Save as required by any applicable rules or regulations, the Issuer is not under any obligation to update any

forward-looking information set forth in this Offering Circular and does not intend to do so.

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Table of Contents

Page

TRANSACTION OVERVIEW ............................................................................................................................. 6

RISK FACTORS...................................................................................................................................................15

DESCRIPTION OF THE ISSUER .......................................................................................................................31

DESCRIPTION OF THE REGULATORY REGIME ..........................................................................................36

DESCRIPTION OF THE PROJECT ....................................................................................................................43

DESCRIPTION OF THE CONCESSION AGREEMENT AND THE CONSTRUCTION CONTRACT ..........48

SELECTED HISTORICAL FINANCIAL INFORMATION ...............................................................................57

SUMMARY OF THE FINANCE DOCUMENTS................................................................................................59

TERMS AND CONDITIONS OF THE BONDS .................................................................................................61

SALE OF THE BONDS......................................................................................................................................120

USE OF PROCEEDS..........................................................................................................................................122

FUNCTIONS OF THE REGISTERED ADVISER (ASESOR REGISTRADO) OF MARF ...............................123

SUMMARY OF CLEARANCE AND SETTLEMENT PROCEDURES APPLICABLE TO BOOK-ENTRY NOTES................................................................................................................................................................125

TAXATION ........................................................................................................................................................128

GENERAL INFORMATION .............................................................................................................................136

SIGNATURES....................................................................................................................................................138

Annex 1 Financial Statements of the Issuer for the year ending 31 December 2014 ..........................................141

Annex 2 Financial Statements of the Issuer for the year ending 31 December 2013 ..........................................142

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TRANSACTION OVERVIEW

Structure Diagram

The Issuer

The Issuer is a special purpose joint stock company, incorporated under the laws of Spain on 15 November

2012. The registered office of the Issuer is at Plaza Manuel Gómez Moreno 2, Edificio Alfredo Mahou, 28020,

Madrid, with telephone number +34 980 161 300. The Issuer is registered at the Madrid Mercantile Registry

under volume 30,409, sheet 177, section 8ª, page M-547341, with tax registration number A-86591278.

The Project

The construction, maintenance and operation of a 49km-long new section of the A-66 highway between

Benavente and Zamora under a concession agreement for the concession period with an availability-based

remuneration scheme. See "Description of the Project".

Transaction Parties

Issuer Sociedad Concesionaria Autovía de la Plata, S.A.

Shareholders The shareholders of the Issuer are the following parties, each

holding shares in the following share percentages:

Meridiam Infrastructure Finance II S.à.r.l. (50%)

Acciona Infraestructuras, S.A.U. (25%)

Cintra Infraestructuras, S.A. (25%)

Security Agent BNP Paribas Trust Corporation UK Limited, whose

registered office is at 55 Moorgate, London EC2R 6PA,

United Kingdom, or any successor thereto appointed in

accordance with the terms of the Security Trust and

Subordination Deed.

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Account Bank Banco Bilbao Vizcaya Argentaria, S.A.

Bond Trustee BNP Paribas Trust Corporation UK Limited, whose

registered office is at 55 Moorgate, London EC2R 6PA,

United Kingdom, has been appointed as trustee for the

holders from time to time of the Bonds pursuant to the Trust

Deed.

Sole Arranger and Global Coordinator HSBC Bank plc.

Joint Bookrunners HSBC Bank plc, Banco Bilbao Vizcaya Argentaria, S.A. and

Banco Santander, S.A.

Agent Banco Bilbao Vizcaya Argentaria, S.A.

The Bonds

Name of the Issuance Issuance of Bonds by Sociedad Concesionaria Autovía de la

Plata S.A. 2015.

Amount €184,500,000

Currency Euro

Pricing Date 12 May 2015

Closing Date 27 May 2015

Form The Bonds have been issued in uncertificated, dematerialised

book-entry form (anotaciones en cuenta) in euro in an

aggregate nominal amount of €184,500,000 and

denominations of €100,000 (pursuant to which 1,845 Bonds

have been created).

Registration, clearing and settlement The Bonds are registered with the Spanish Sociedad de

Gestión de los Sistemas de Registro, Compensación y

Liquidación de Valores, S.A. Unipersonal (Iberclear) as

managing entity of the central registry of the Spanish

clearance and settlement system (the Spanish Central

Registry).

Investors in the Bonds who do not have, directly or indirectly

through their custodians, a participating account with

Iberclear may participate in the Bonds through bridge

accounts maintained by each of Euroclear Bank S.A./N.V.

(Euroclear) and Clearstream Banking, société anonyme,

Luxembourg (Clearstream Luxembourg) with Iberclear.

ISIN Code The Spanish National Numbering Agency (Agencia Nacional

de Codificación de Valores) has assigned the following ISIN

to the Bonds: ES0205068002.

Title and transfer In accordance with Article 15 of Royal Decree Law 116/1992

of 14 February on representation of securities through book

entries and clearing and settlement of securities transactions

(Real Decreto 116/1992, de 14 de febrero, sobre

representación de valores por medio de anotaciones en

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cuenta y compensación y liquidación de operaciones

bursátiles) (RD 116/1992), each person shown in the

registries maintained by the respective Iberclear Members (or

the Spanish Central Registry itself if the Bondholder is an

Iberclear Member) as being a holder of Bonds shall be

considered the holder of the principal amount of the Bonds

recorded therein and Bondholder shall be construed

accordingly.

One or more certificates (each a Certificate) attesting to the

relevant Bondholder's holding of the Bonds in the relevant

registry will be delivered by the relevant Iberclear Member

or, where the Bondholder is itself an Iberclear Member, by

Iberclear (in each case, in accordance with the requirements

of Spanish law and the relevant Iberclear Member's or, as the

case may be, Iberclear's procedures) to such Bondholder

upon such Bondholder's request.

Each Bondholder will be treated (except as otherwise

required by Spanish law) as the legitimate owner of the

relevant Bonds for all purposes (whether or not it is overdue

and regardless of any notice of ownership, trust or any

interest or annotation of, or the theft or loss of, the Certificate

issued in respect of it).

The Bonds are issued without any restrictions on their

transferability. In accordance with Article 12 of RD

116/1992, title to securities represented through book entries

(as is the case with regard to the Bonds) may pass through

book transfer. Consequently, the Bonds may be transferred

and title to the Bonds may pass (subject to Spanish law and

to compliance with all applicable rules, restrictions and

requirements of Iberclear or, as the case may be, the relevant

Iberclear Member) upon registration in the relevant registry

of each Iberclear Member and/or the Spanish Central

Registry itself, as applicable.

Clearing Systems Iberclear, Clearstream Luxembourg and Euroclear.

Denomination of Bonds €100,000

Status and Ranking The Bonds constitute direct, senior and unconditional

obligations of the Issuer, to be secured on a first priority basis

as contemplated in Condition 3 (Security), and upon

insolvency of the Issuer will rank pari passu among

themselves (unless, with respect to a Bondholder, the Bonds

qualify as subordinated claims pursuant to article 92 and

subsequent of the Law 22/2003 (Ley Concursal) of 9 July

2003 (the Spanish Insolvency Law), as amended and save

for such obligations that may be preferred by provisions of

law that are mandatory and of general application). The

Security will be held in accordance with the terms of a

security trust and subordination deed dated the Closing Date

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between, inter alia, the Issuer and the Security Agent.

Interest Interest on the Bonds accrues from (and including) the

Closing Date. The Bonds are interest-bearing and interest

will be calculated on the Principal Amount Outstanding of

each Bond on an Actual/360 (non-adjusted) basis. Interest

will accrue at the fixed rate of 3.169 per cent. per annum and

will be payable semi-annually in arrear, on 30 June and 31

December in each year, commencing on 30 June 2015.

Scheduled Redemption The Bonds will be redeemed in part on 30 June and 31

December in each year according to the schedule set out at

Condition 7.2 (Scheduled Redemption). See "Terms and

Conditions of the Bonds" below.

Optional Redemption for Taxation The Issuer may, at its option, redeem: (i) all (but not some

only) of the Bonds; or (ii) only such Bonds in respect of

which Additional Amounts are required to be paid, in each

case at their Principal Amount Outstanding plus accrued but

unpaid interest, pursuant to Condition 7.5. (Redemption for

taxation). See "Terms and Conditions of the Bonds" below.

Optional Redemption The Issuer may, at any time and at its option, redeem the

Bonds in whole but not in part at their Principal Amount

Outstanding plus accrued interest and a make whole

premium, pursuant to Condition 7.6. (Optional Redemption).

See "Terms and Conditions of the Bonds" below.

Mandatory Early Redemption There will be a Mandatory Early Redemption of the Bonds

upon receipt by the Issuer of compensation proceeds under

the Concession Agreement on termination pursuant to

Condition 7.3 (Mandatory Early Redemption-Termination

Notice). See "Terms and Conditions of the Bonds" below.

Such early redemption will occur at par, and, in certain

circumstances, with payment of an additional make whole

premium, as described in more detail under Condition 7.3.

(Mandatory Early Redemption-Termination Notice). See

"Terms and Conditions of the Bonds" below.

Events of Default See Condition 11 (Events of Default) under "Terms and


Withholding Tax Payments of principal, interest and any other amounts

(including, where applicable, make whole premium) payable

in respect of the Bonds will be made free and clear of and

without withholding or deduction for or on account of, any

tax imposed or levied by or within Spain or by or within any

department, political subdivision or governmental authority

of or in Spain having power to tax, unless required by law. If

so required by law, the Issuer shall pay any additional

amounts to Bondholders in respect of any amounts required

to be withheld or deducted, subject to certain exceptions as

described in Condition 10 (Taxation) under "Terms and

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Issue Price 100 per cent. of Principal Amount Outstanding.

Final Maturity Date 31 December 2041

Purchases The Issuer may at any time purchase Bonds in the open

market or otherwise at any price. Any Bonds purchased by

the Issuer may be cancelled and, if so cancelled, may not be

reissued or resold.

Ratings The rating to be assigned to the Bonds on or around the

Closing Date is expected to be BBB from Standard & Poor's

Rating Services.

A credit 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.

Each credit rating should be evaluated independently of any

other rating and, among other things, will depend on the

performance of the business of the Issuer from time to time.

Admission to trading and listing Application will be made to MARF, within 30 days

following the Closing Date, for the Bonds to be admitted to

trading (incorporados) on this multilateral trading system in

accordance with the rules of such system.

Governing law The Bonds, and any non-contractual obligations arising out

of or in connection with the Bonds, are governed by, and

shall be construed in accordance with, English law, except

that the form and the status of the Bonds as described in

Condition 1 (Form, Denomination and Status) and the title to

the Bonds and transfer of the Bonds as described in

Condition 2 (Register, Title and Transfers) as set out in the

section of this Offering Circular headed "Terms and

Conditions of the Bonds" will be governed by Spanish law.

The Initial Security Documents and any non-contractual

obligations arising out of or in connection with the Initial

Security Documents will be governed by Spanish law.

Selling Restrictions There are restrictions on the offer, sale and transfer of the

Bonds in the United Kingdom, the United States and Spain

and other relevant jurisdictions, and such other restrictions as

may be required in connection with the offering and sale of

the Bonds (see the section headed "Sale of the Bonds"

below).

Information The Issuer will be obliged to make available to the Bond

Trustee, the Security Agent and the Bondholders certain

important information relating to the Project, including

(among other information):

(a) within 30 days of each Calculation Date, a

Compliance Certificate containing information

specified in Condition 4.6 (Compliance Certificate)

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of the Trust Deed;

(b) as soon as reasonably practicable following the

preparation thereof, any Updated Base Case (as

defined in, and prepared in accordance with

Condition 4.5 (Updated Base Case);

(c) within 30 days of each Calculation Date, a duly

completed Investor Report, containing the

information required pursuant to Condition 4.7

(Investor Report); and

(d) within 15 days, before the start of each of its

financial years, a budget as required by Condition

4.8 (Budget).

Security, Cash Flows and Priorities of Payment

Security The initial Security will consist of the following first ranking

Security Interests, each governed by Spanish law:

(a) a pledge over the Issuer's assignable rights, present

and future, and receivables under: (i) the Project

Documents; (ii) certain Insurances taken out by the

Issuer with regard to the Project; and (ii) any letter

of credit (avales) granted in favour of the Issuer

with regards to the Project, including the

Expropriation Letters of Credit and the Construction

Performance Bonds;

(b) a pledge over the Project Accounts; and

(c) a pledge over the Issuer's share capital.

Investors should see the section of this Offering Circular

headed "Summary of the Finance Documents-Initial Security

Documents" for more details.

Pre-Enforcement Priorities of Payment Prior to the enforcement of the transaction security, subject to

certain exceptions, including for Compensation paid into the

General Account which is required by Condition 7.3

(Mandatory Early Redemption – Termination Notice) to be

applied to redeem the Bonds, and subject to any Equity Cure

Amount paid into the General Account having been applied

to redeem the Bonds (in whole or in part), as may be required

in accordance with Condition 7.4 (Mandatory Prepayment –

Equity Cure), the Issuer may only withdraw amounts from

the General Account if they are applied for the following

purposes in the following order:

(a) first, in payment of all fees, costs and expenses

incurred by the Bond Trustee and the Security

Agent under or in connection with the Finance

Documents;

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(b) second, in payment of all fees, costs and expenses

incurred by any Administrative Party (other than the

Bond Trustee and Security Agent) under or in

connection with the Finance Documents;

(c) third, payment of any Project Costs then due but

unpaid;

(d) fourth, payments of all interest on the Bonds;

(e) fifth, scheduled principal instalments under the

Bonds;

(f) sixth, on the Closing Date and on each Calculation

Date, a transfer to the Debt Service Reserve

Account to the extent required by the Account Bank

Agreement;

(g) seventh, on the Closing Date and on each

Calculation Date, a transfer to the Maintenance

Reserve Account to the extent required by the

Account Bank Agreement;

(h) eighth, in or towards satisfaction of any mandatory

early redemption under Condition 7.3 (Mandatory

Early Redemption – Termination Notice);

(i) ninth, in or towards satisfaction of any optional

redemption under Condition 7.5 (Redemption for

Taxation);

(j) tenth, in or towards satisfaction of any optional

redemption under Condition 7.6 (Optional

Redemption);

(k) eleventh, in and towards payment of any and all

other amounts due under the Bonds; and

(l) twelfth, to the extent permitted by and in accordance

with Condition 5.20 (Restricted Payments), a

transfer to the Distribution Account.


headed "Summary of the Finance Documents" for more

details on the Project Accounts and the Account Bank

Agreement.

Post-Enforcement Priorities of Payment To the extent permitted by applicable law, all amounts

received or recovered by the Security Agent in connection

with the Finance Documents or the realisation or

enforcement of all or any part of the transaction security must

be held by the Security Agent and applied (at any time as the

Security Agent, in its discretion, sees fit) in the following

order of priority:

(a) first, on a pro rata and pari passu basis, in or

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towards payment of any unpaid fees, costs and

expenses and all other liabilities (including by way

of indemnity) of the Bond Trustee, Security Agent

and any receiver or delegate appointed under the

Initial Security Documents;

(b) second, on a pro rata and pari passu basis, in or

towards payment of any fees, costs and expenses of

any other Secured Creditor under or in connection

with any Finance Document;

(c) third, in or towards payment of all interest due under

the Bonds;

(d) fourth, in or towards payment of all principal then

due under the Bonds;

(e) fifth, in or towards payment of any and all other

amounts due under the Bonds; and

(f) sixth, the surplus (if any), subject to any mandatory

provision of any applicable law, to the Issuer or

other person entitled to it.



details.

Project Accounts The Issuer will be required to maintain the following bank

accounts with the Account Bank in accordance with the

Account Bank Agreement:

(a) the General Account;

(b) the Debt Service Reserve Account;

(c) the Maintenance Reserve Account;

(d) the Insurance Proceeds Account and Disposal

Proceeds Account; and

(e) if opened, the Expropriation Reserve Account.



details on the Project Accounts and the Account Bank

Agreement.

Restricted Payments Subject to certain exceptions for Permitted Payments or

Permitted Transactions, the Issuer may only make Restricted

Payments from funds standing to the credit of the

Distribution Account. The Issuer will be allowed to pay

amounts into the Distribution Account on satisfaction of the

following conditions:

(a) no Default is subsisting or would result from making any

such Restricted Payment;

14

(b) the balance of the Debt Service Reserve Account is at

least the Debt Service Reserve Minimum Balance;

(c) the balance of the Maintenance Reserve Account is at

least the Maintenance Reserve Minimum Balance;

(d) the Forecasted DSCR on the most recent Calculation

Date is at least 1.15:1;

(e) the Historic DSCR on the most recent Calculation Date

is at least 1.15:1;

(f) the BLCR taking into account the proposed Restricted

Payment on the most recent Calculation Date is at least

1.15:1; and

(g) the Issuer is in compliance with its obligations under

paragraph (d) of Condition 5.25 (Project Accounts).

Investors should see Condition 5.20 (Restricted Payment) of

the section of this Offering Circular headed "Terms and

Conditions of the Bonds" for more details.

Amounts standing to the credit of the Distribution Account

will be available for distribution by the Issuer to the

Shareholders at any time, without restriction.

15

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.

Factors which the Issuer believes may be material for the purpose of assessing the market risks associated with

the Bonds are also described below.

The Issuer believes that the factors described below represent the principal risks inherent in investing in the

Bonds, but the Issuer may be unable to pay interest, principal or other amounts on or in connection with the

Bonds for other reasons, and the Issuer does not represent that the statements below regarding the risks of

holding the Bonds are exhaustive. Prospective investors should also read the detailed information set out

elsewhere in this Offering Circular (including any documents incorporated by reference herein) and reach their

own views prior to making any investment decision. Prospective investors should note that the risks relating to

the Issuer, its industry and the Bonds summarised in the section of this document headed "Transaction

Overview" are the risks that the Issuer believes to be the most essential to an assessment by a prospective

investor of whether to consider an investment in the Bonds.

RISK FACTORS RELATING TO THE ISSUER AND PROJECT

The Issuer has limited business operations and sources of funds

The Issuer is a special purpose vehicle with no business operations other than those in relation to the

construction, operation and maintenance of the Project. Following the Closing Date, the Issuer's principal

sources of funds to meet its obligations under the Bonds will be revenues generated by the Project. Other than

such amounts, the Issuer will not have any other funds available to it to meet its obligations under the Bonds.

Insufficiency of the level of cover provided by the Construction Performance Bonds

Under the Construction Contract, the Contractor assumes, subject to agreed liability caps in certain cases, all

risks, responsibilities, terms, conditions, rights and obligations related to the Works established for the Issuer

under the Concession Agreement. See the sections of this Offering Circular headed "Description of the Project"

and "Description of the Concession Agreement and Construction Contract".

The Contractor has posted Construction Performance Bonds (as defined in the section of this Offering Circular

headed "Description of the Concession Agreement and the Construction Contract") to secure its obligations

under the Construction Contract. However, amounts payable under the Construction Performance Bonds may be

insufficient to satisfy the potential liability to the Issuer in the event the Contractor does not fulfil its obligations

under the Construction Contract. In such event, the Issuer would be responsible for any amount in excess due to

the Authority, which could adversely affect the Issue’s ability to make payments under the Bonds.

Early termination of the Concession Agreement

According to the LCSP (as defined below), there are a number of early termination events which entitle the

parties to terminate the Concession Agreement: extinguishment of the legal personality of the Issuer; the

declaration of insolvency; mutual agreement by the parties; Issuer's delay in meeting its deadlines; failure to

comply with any essential obligation under the Concession Agreement; the Authority's delay for more than eight

months in complying with its payment obligations; and certain force majeure events. See the section of this

Offering Circular headed "Description of the Regulatory Regime".

The Concession Agreement provides that, on early termination of the Concession Agreement (for any reason),

the Issuer has a right to be compensated by the Authority for the amount (importe) of its investment (in relation

to the expropriation of the Land, execution of the construction Works and acquisition of the goods that are

necessary for the operation of the Concession Agreement), taking into account depreciation in relation to the

16

time pending for the termination of the Concession Agreement and the economic and financial plan. The

resulting amount has to be determined within a six-month period.

The concept of compensation for the amount of the investment is not defined in the regulatory framework

applicable to the Project, nor does the regulatory framework establish a methodology for determining it. In an

early termination scenario, the Issuer expects that the Authority would determine the early termination payment

by reference to the economic and financial plan which makes reference to the financial statements of the Issuer.

However, absent any guidelines, there can be no assurances as to how the calculations for determining the early

termination payment shall be carried out by the Authority. One approach would be for the early termination

payment to be determined by reference to the book value of the assets as they appear in the Issuer's financial

statements, but a more conservative calculation would also be possible (whereby the book value of the assets is

estimated with a different account and depreciation method to that used by the Issuer).

In case of termination for reasons attributable to the Authority, the Authority shall also compensate the Issuer

for any damages caused to it. In order to determine the amount of compensation due, in accordance with law,

the future profits that the Issuer will fail to receive should be taken into account, based on operating results of

the last five years where possible, and the loss of value of the works and installations that shall not be delivered

to the Authority, considering the level of depreciation. However, there are no specific guidelines determined by

the law or Spanish Supreme Court decisions.

If the Concession Agreement is terminated for reasons attributable to the Issuer, the Concession Performance

Bond (as defined in the section of this Offering Circular headed "Description of the Concession Agreement and

the Construction Contract") shall be enforced and the Issuer shall indemnify the Authority for any damages

incurred in excess of the amount obtained from the enforcement of the Concession Performance Bond.

In case of events of force majeure that result in the termination of the Concession Agreement, the Authority

shall compensate the Issuer for the works already carried out and the higher cost in which the Issuer has incurred

into as a result of the indebtedness with third parties.

The Authority's estimate of amounts payable to the Issuer upon early termination may be less than the Issuer's

estimate, which could result in the Issuer receiving insufficient funds to satisfy its payment obligations under a

mandatory early redemption scenario. Under applicable law, the Authority is empowered to make the final

determination of the amount payable to the Issuer and, as a result, the amounts payable by the Authority upon

early termination may not be sufficient or sufficiently timely to enable the Issuer to meet its payment obligations

under the Bonds on a timely basis.

Force majeure

Various events are characterised in the Concession Agreement as force majeure events, principally war,

earthquakes and flooding, which directly cause the Issuer to be unable to comply with all or a material part of its

obligations under the agreement. Upon the occurrence of a force majeure event, the Issuer will be relieved from

liability to the extent that it is unable to perform its obligations. In case of force majeure events that completely

impede the execution of the Issuer's obligations under the Concession Agreement, the Concession Agreement

will be terminated and the Authority shall compensate the Issuer as set forth above.

In the event that the term of the Concession Agreement is suspended due to a force majeure event, the

Availability Payments expected to be received for such term may be adjusted as the Issuer will only be paid for

the operations carried out. Although, in such a situation, the Issuer may be able to recover Availability Payments

through an extension of the term of the Concession Agreement, its ability to make timely payments on the

Bonds may be adversely affected.

Events not covered by insurance policies

Although the Issuer is required to subscribe and maintain at its expense insurance policies throughout the term

of the Concession Agreement with respect to the Works (including contractors’ "all risks" insurance, accident

17

cover insurance, civil liability insurance and property damage insurance), events may occur that may not be

covered by those policies.

Environmental risk

Under the Concession Agreement, any environmental risk that arises during the operation phase of the

Concession or related to major overhauls, which may be required for keeping the infrastructure suitable for its

use during the term of the Concession or the conservation of the infrastructure since the moment in which it is

put into service after the first works are finished, shall be the responsibility of the Issuer. Therefore, once the

maintenance depot and service area have been received by the Issuer, the Contractor will no longer be

responsible for site condition and security.

In addition, pollution cover is provided under the Project's insurance policies. To the extent that the Contractor

is not liable to indemnify the Issuer and there is no insurance cover, the Issuer may have a residual risk in

respect of environmental liabilities.

Handback

The Concession Agreement provides that the Works are to be handed back to the Authority following the

termination or expiration of the Concession Agreement in a working condition sufficiently perfect to provide the

services and complying with the quality of service indicators without any deduction or infringement. In relation

to this, the Authority may carry out inspections in the area of the Concession as to determine the compliance by

the Issuer of its obligations under the Concession Agreement. Inspections may be carried out only during the

term of the Concession.

Failure to satisfy this condition could result in the liability of the Issuer to the Authority under the Concession

Agreement. Any such expenses in excess of budgeted amounts could adversely affect the Issuer's ability to

make payments under the Bonds.

Expropriations costs

Pursuant to the Construction Contract, the Issuer must make available to the Contractor all land required for the

development of the Works (the Lands). On the date of execution of the Construction Contract, and following

the relevant expropriation procedure legally established, the Issuer had obtained legal availability to provide

access for the Contractor of all Lands affected by the Works.

To run the expropriation processes, the Issuer has appointed a third party, Inserinco, s.l.,an experienced

company in relation to expropriation on road projects in Spain to undertake the expropriation. The Issuer has

been able to secure prices with 94% of landowners through mutual agreement with 100% access secured. For

the remaining 74 landowners who did not accept the mutual agreement, expropriations will be processed via an

administrative procedure which could ultimately go before an administrative jury. The Issuer has established a

worst case budget where: (i) prices proposed by landowners are accepted; and (ii) where no proposal is put

forward, the budgeted amount equals three times historical prices. Each of the Shareholders of the Issuer has put

in place an Expropriation Letter of Credit with a top tier European bank to cover what the Issuer estimates to be

the worst case amount that the Issuer might have to pay under these proceedings.

However, amounts payable under the expropriation process may exceed the amounts covered under the

Expropriation Letters of Credit. In such event, the Issuer would be responsible for any amount in excess due to

the landlords which could adversely affect the Issuer’s ability to make payments under the Bonds.

Availability Payments

Availability Payments will be made on a monthly basis by the Public Works Ministry (Ministerio de Fomento)

and therefore are a direct obligation of the Spanish Government. The Issuer is exposed to the credit quality of

the Kingdom of Spain and the willingness of the Government to continue to make its contractual availability

payments which could impact the Issuer's ability to make timely payments of the Bonds.

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Availability Payment Deductions

The Issuer has prepared a Financial Model analysing the amounts and timing of receipt of payments under the

Concession Agreement and payments due to the Contractor and in respect of debt service, which has resulted in

an expectation that the Issuer will always have sufficient excess revenues to meet the cover ratios set out in the

Concession Agreement and to meet its payment obligations to Bondholders. Availability Payments may be

reduced if the Issuer fails to meet certain quality of service indicators and availability of road sections indicators

specified in the Concession Agreement, subject to certain grace periods and other reliefs/exceptions. In

circumstances where there is a service shortfall, and deductions and/or penalties are incurred under the

Concession Agreement, then the risk of deductions and/or penalties will fall on the Issuer.

In relation to the above, during the exploitation phase, the penalties to be imposed by the Authority (which will

be deducted from the Availability Payments) cannot exceed 20% of the income obtained for the operation of the

Road during the prior year. If such limits are exceeded, the Authority may terminate the Concession Agreement.

The 20% limit applies to all penalties and is separate from the readjustments to the Monthly Fee.

Where the deductions and/or penalties arise from any activities of the Contractor, responsibility for such

deductions and/or penalties will be passed to the Contractor subject to the agreed limitations on liability (which

are subject to certain specified exclusions). In other circumstances, this risk may reduce the Issuer's revenues

which may adversely affect the Issuer's ability to make payments on the Bonds.

Indexation

Under the Concession Agreement, 85% of the value of the monthly Availability Payments is indexed based on

the Spanish National Consumer Price Index (Índice de Precios al Consumidor) (CPI). This index is calculated

by the Spanish National Statistics Institute (Instituto Nacional de Estadística) and measures variations in prices

of a selected group of goods and services typically consumed by Spanish families. As a result, the index may not

precisely reflect variations in prices of the goods and services required by the Issuer to satisfy its operations and

maintenance obligations. There is a risk that the indexation factor as calculated under the Concession

Agreement will not fully reflect the underlying price inflation of the Project's operating costs. The Issuer's cost

of financing is fixed and therefore in a deflationary scenario revenues will reduce in line with the indexed

payments which will reduce the debt service coverage ratios. This risk is borne by the Issuer and could result in

the Issuer's available cash flow being insufficient to meet its payment obligations in respect of the Bonds on a

timely basis.

No recourse against contractors

None of the Contractor, its sub-contractors or the sub-contractors of the Issuer has any obligation to make

payments under the Bonds or otherwise compensate the Bondholders for any unpaid amount under the Bonds

and as such the Bondholders will have no recourse against any of them.

Quality of Service Indicators

Individual Quality of Service (QoS) indicators have prescribed correction factors covering quality of Roads,

safety, accidents and lane availability. Any correction factor will be applied monthly until such time as the

performance is recovered and the QoS indicator is met. The operation and maintenance strategy of the Issuer is

designed to mitigate the risk of failing QoS requirements. Penalties may be applicable if rectification of the QoS

indicator factor is not completed within the prescribed timescales. Both penalties and the correction factor could

be applied concurrently, in case of underperformance. Lane closures beyond the control of the Issuer should not

incur penalties if reacted to within prescribed timescales. The operation and maintenance strategy of the Issuer is

to conduct regular inspections of the asset quality and adherence to the QoS standards which should minimise

the level of penalties applicable. Penalties could be applicable on a case by case basis for scenarios not subject

to performance indicators under the QoS requirements.

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The Issuer's advisers have calculated that the penalties could range between 5% and 26% of the Monthly Fee,

depending on the severity of the breach. If penalties are applied, this could adversely affect the Issuer's ability to

make payments under the Bonds.

Dependence on third parties

The Issuer is a party to contracts with a number of other third parties that have agreed to perform certain

services in relation to the Bonds (e.g. financial institutions and insurance companies). Disruptions in such

services or failures by such third parties to carry out these services could require the Issuer to obtain

replacement services, which may be more costly or unavailable. The inability of the Issuer to obtain the

provision of such services could have an adverse effect on its ability to make payments under the Bonds and/or

early redemption of the Bonds.

Change in Law

Poor economic conditions have affected, and continue to affect, government budgets and threaten the

continuation of government subsidies such as feed-in tariffs, tax benefits and other similar subsidies that benefit

the Issuer’s business. Such conditions may also lead to adverse changes in law, such as the amendments to the

Spanish tax law affecting the Issuer's ability to deduct finance costs. The reduction or elimination of such

subsidies or adverse changes in law could have a material adverse impact on the profitability of the Project and

therefore on the Issuer's ability to make payments under the Bonds.

Increase of operating and maintenance costs

As costs are not fixed via a contract, the Issuer is exposed to fluctuations in the price and supply of items

required for the operation and maintenance of the Project. The ability to outsource in the future and the

experience of the Contractor mitigates this risk; however, they do not fully eliminate the Issuer's exposure to

commodity prices and supply risk, which could materially and adversely affect the profitability of the Project

and therefore could adversely affect the Issuer's ability to make payments under the Bonds.

There is a risk that the expected timing of maintenance expenditure will change due to defects found in the

future or higher than expected traffic volumes. Under the Construction Contract, there is a one year warranty for

defective materials from the Contractor and unlimited liability of the Contractor in relation to the repairs and

remedies of the defects set forth in the Acta de Comprobación de Obras or that are noticed after the signing of

the Acta de Comprobación de Obras and that, pursuant to the Concession Agreement, the Terms of Tender and

the applicable legislation, shall be borne by the Issuer. Traffic forecasts have been provided by the Authority,

and forecasted traffic is well below the design level of the Project assets.

Health and safety regulations

The Issuer is responsible for complying with all health and safety regulations regarding the development of the

Project. However, under the Construction Contract, this risk will be passed down to the Contractor (subject to its

overall caps on liability). See “Description of the Concession Agreement and the Construction Contract-

Penalties and Limitation of liability”).To the extent that, due to the caps on liability of the Contractor, there is a

remaining amount to pay in relation to penalties imposed by the Authority or the Authority decides to terminate

the Concession Agreement, the Issuer may have a residual risk which could adversely affect the Issuer's ability

to make payments under the Bonds.

RISK FACTORS RELATING TO THE SECURITY

The Bonds will not be secured initially

The Bonds will not be secured initially by the Security under the Initial Security Documents. Although the

Issuer and the Shareholders executed the Initial Security Documents on the Closing Date, the validity and

effectiveness of such documents are subject to (i) the fulfilment of a condition subsequent (condición

suspensiva) (which shall be attested by the Notary through the relevant annotation (diligencia) on the Initial

20

Security Documents) and completion of certain other perfection requirements. That condition subsequent

requires (i) that Banco Bilbao Vizcaya Argentaria, S.A. (BBVA) (as settlement agent) issues a certificate

confirming that BBVA has made the relevant payments to Banco Bilbao Vizcaya Argentaria, S.A. (as operative

agent) under the commercial facility agreement and to Banco Bilbao Vizcaya Argentaria, S.A. and to Banco

Santander, S.A. (as swap providers) under the Hedging Agreements and (ii) that EIB has confirmed to the

Notary (by email) the receipt of the relevant payment made by BBVA.

Under the Conditions, the Issuer has undertaken to ensure that the Security is as described in paragraph (b) of

Condition 3 (Security) by no later than 1 June 2015 at 23:59 Madrid time. However, the Issuer cannot assure

that the condition subsequent will be fulfilled on the Closing Date or by this deadline, in which case the Security

under the Initial Security Documents would not be granted.

Insolvency of the Issuer before the granting of Security

As mentioned above, the Security will not be valid and effective until the fulfilment of the condition subsequent

and completion of certain other perfection requirements.

Furthermore, under section 90.2 of the Spanish Insolvency Law, the Security in order to be recognised in the

lists of creditors and assets should be valid and enforceable against third parties when the insolvency

proceedings are opened. However, according to article 1120 of Spanish Civil Code, if the condition is fulfilled,

the relevant Court would analyse since when the obligation under condition precedent is considered to be

binding which includes the possibility of considering to be retroactively binding since the very first moment in

which the obligation was granted if all the requirements were met at that moment (although under condition

precedent). We are not aware of any precedent in Spanish Insolvency Proceedings of the recognition of the

securities under condition precedent which are fulfilled after insolvency declaration. Hence, in case of

insolvency of the Issuer after the Closing Date and before the condition subsequent is fulfilled, the Bondholders

would face a risk of not benefitting from the Security within the insolvency proceedings (concurso), depending

on the construction of the relevant Court to be made between article 90.2 of the Spanish Insolvency Law and

article 1120 of the Spanish Civil Code.

Enforcement of Security may be affected by restrictions under Spanish insolvency law

Spanish insolvency law foresees a suspension of the enforcement powers held by creditors holding securities in

the event of insolvency of the debtor.

Article 5bis of the Spanish Insolvency Law 22/2003 of 9 July (the Spanish Insolvency Law) (Ley Concursal)

states that if a debtor notifies the commercial court (Juzgado de lo Mercantil) that it has started negotiating with

its creditors in order to obtain their approval regarding: (i) a refinancing agreement as referred to under article

71.bis.1 of the Spanish Insolvency Law; (ii) a refinancing agreement as referred to under the Fourth Additional

Provision (Disposición Adicional Cuarta) of the Spanish Insolvency Law; or (iii) an advance proposal of

arrangement between creditors (propuesta anticipada de convenio), its obligation to file an application for

volunteer insolvency shall be suspended for three months. Following those three months, the debtor will have an

additional period of one month to submit such application.

As from the date of such notice and during such pre-insolvency period, no court or out-of-court enforcement

proceedings of securities over any assets or rights of the debtor that are necessary for the continuity of its

business may be initiated, and those legal proceedings initiated prior to such notice shall be suspended.

Nevertheless, public law claims shall not be subject to this enforcement limitation.

In addition, no individual financial creditor may initiate enforcement actions against the debtor (and those

already initiated shall be suspended) if creditors holding at least 51% of the financial liabilities against the

debtor have expressly agreed to start negotiating with the debtor in order to arrange a refinancing agreement and

have also agreed not to file or continue enforcement actions against the debtor while the debtor and its creditors

are still negotiating.

21

Despite the foregoing, secured creditors will still be entitled to bring court or out-of-court enforcement

proceedings against the corresponding secured assets. However, once proceedings have been initiated, they shall

be immediately suspended.

Once the debtor is declared insolvent, enforcement of security over any assets of the debtor which are necessary

for the continuity of its business shall be suspended until the earliest of the following occurs: (i) the approval of

an arrangement between creditors, unless such agreement is binding on those secured creditors, in which case

the provisions under such agreement will apply; and (ii) in case the liquidation period has not been initiated, the

first anniversary of the declaration of insolvency. Enforcement shall be suspended even if, at the time of the

declaration of insolvency, the relevant notices of public auction have been published. The suspension may be

lifted or the commencement of enforcement proceedings may be possible if a court resolution which considers

that the charged asset is not necessary for the continuity of the debtor's business is obtained from the judge in

charge of the debtor's insolvency proceedings. Although, for the purposes of such declaration, the Spanish

Insolvency Law points out that those shares or participations in companies whose only activity is the holding of

one asset and the liabilities deemed necessary for its financing shall not be deemed necessary for the continuity

of the debtor's business, provided that the enforcement of securities over those shares or participations does not

lead to a termination event or an amending event that allows the insolvent debtor to maintain development of the

relevant asset, the interpretation of the corresponding Article of the Spanish Insolvency Law is controversial and

there are multiple interpretations between scholars and the existing case law. Finally, the enforcement of

Securities shall be subject to Spanish law and, in particular, to the Spanish Insolvency Law, when applicable,

which may lead to delays in enforcement.

Enforcement of Security may be affected by the appointment of a Security Agent

The Bondholders shall not have any individual powers in order to enforce any Security granted in respect of the

Bonds, except through the Security Agent, who shall enforce these rights following the instructions of the Bond

Trustee given in accordance with the Security Trust and Subordination Deed. Given that Spanish law does not

recognise the concept of a "security agent", there is uncertainty as to whether a Spanish court would recognise

the concept and authority of the Security Agent and whether this could eventually cause delays in the

enforcement of Security or prevent its enforcement in the terms stated under the Initial Security Documents.

Some lawyers maintain that a security agent would only be entitled to enforce Security to the extent that it

secures its part of the secured obligations, but not as per the part of the remaining creditors' secured obligations.

The Security Agent may be required to provide evidence of its representation of all the Secured Creditors in

order to enforce the Security. Therefore, validity and enforceability of the Security granted in favour of the

Bondholders through the Security Agent may be subject to certain limitations.

Release and registration of the non-possessory pledges over credit rights

Pursuant to Article 3 of Law 16 December 1954 on Chattel Mortgage and Non-possessory pledges (the Non-

Possessory Pledge Law), both the release of the Spanish law non-possessory pledges granted in relation to the

Existing Financing and the granting of the new Spanish law non-possessory pledge in relation to the Bonds have

to be executed before a Spanish notary and be formalised by virtue of a public deed (escritura pública) or a deed

(póliza). Both the release of the Spanish non-possessory pledges granted in relation to the Existing Financing

and the granting of the new Spanish non-possessory pledge have been executed subject to the condition

subsequent, as described above.

Once the condition subsequent is fulfilled, in order to be effective, Article 3 of the Non-Possessory Pledge Law

provides that the release of the Spanish non-possessory pledges granted in relation to the Existing Financing and

the granting of the new Spanish non-possessory pledge have to be registered with the corresponding Registry of

Moveable Assets (Registro de Bienes Muebles). Furthermore, pursuant to Article 418 of the Mortgage

Regulation (Reglamento Hipotecario) and Article 71 of the Non-Possessory Pledge Law, the Spanish notary

before whom the release of the Spanish non-possessory pledges granted in relation to the Existing Financing and

the new Spanish non-possessory pledge in relation to the Bonds have been granted, once executed, must send a

22

notice (comunicación) of the execution of such documents to the relevant Registry of Moveable Assets by

telefax on the Closing Date and in the corresponding order (i.e. the release of the Spanish non-possessory

pledges granted in relation to the Existing Financing will be sent first and immediately after the granting of the

new Spanish non-possessory pledge).

The recipient registrar shall make an annotation of document submission (asiento de presentación) (the

Annotation) on the Registry of Moveable Assets records. This will be done before any analysis by the

corresponding registrar is carried out on the submitted documents in order to reserve priority. The Annotation of

the documents will be made by order of reception (firstly the release of the Spanish non-possessory pledges

granted in relation to the Existing Financing, secondly the granting of the new Spanish non-possessory pledge)

on the date the corresponding telefax is received or, in case the telefax is received after the Moveable Assets

Registry business hours, on the business day immediately after. Pursuant to Article 24 of the Mortgage Law

(Ley Hipotecaria), which applies to non-possessory pledges in those aspects non expressly regulated in the Non-

Possessory Pledge Law, the date on which the Annotation is made will become the date of (retroactive) effective

registration of both the release of the Spanish non-possessory pledges granted in relation to the Existing Facility

and of the new Spanish non-possessory pledge once the registrar, after having reviewed the relevant documents,

effects their registration.

Under Article 17 of the Mortgage Law, the Annotation will protect against registration of any other document

that is contradictory to the terms of the document(s) being considered by the Moveable Asset Registry (for

example, a new non-possessory pledge) for a period of 60 business days.

As explained above, the perfection of the new Spanish non-possessory pledge is subject to its registration in the

relevant Movable Assets Registry. Spanish registrars are highly qualified law officers who will only accept

registration of the relevant documents upon examination of their conformity with mandatory Spanish law and

the relevant registrar may refuse to register such documents, or any amendment, assignment or transfer thereof

if he or she considers the documents have any rectifiable defects (defectos subsanables).

If, when analysing the new Spanish non-possessory pledge, the relevant registrar ascertains that it contains

rectifiable defects, pursuant to Article 38 of the Regulations on the Registration of the Chattle Mortgage and

Non-Possessory Pledge (Reglamento del Registro de Hipoteca Mobiliaria y Prenda sin Desplazamiento) and the

Third Additional Provision of the Non-Possessory Pledge Law, the Annotation will be automatically extended

for an additional period of 60 business days since the date on which the registrar’s assessment containing the

rectifiable defects is issued. The 60 business day’s period may be extended to 180 business days upon written

request to the Registrar.

Accordingly, the Security may be affected as follows:

(a) The release of the Spanish non-possessory pledges in relation to the Existing Financing and the

granting of the new Spanish non-possessory pledge must be registered with the corresponding

Moveable assets Registry in order to become effective.

(b) If the Spanish non-possessory pledges in relation to the Existing Financing are not released, the new

Spanish non-possessory pledge will rank second to the existing one.

(c) If the Registrar does not register the non-possessory pledges in relation to the Existing Financing right

away but requires further explanations/documentation, the analysis of the new non-possessory pledge

will be suspended until registration of the release is effective.

RISK FACTORS RELATING TO TAXATION

Certain payments in respect of the Bonds may be impacted by the EU Savings Directive

Under Council Directive 2003/48/EC on the taxation of savings income (the EU Savings Directive), Member

States of the European Union (the EU Member States and each an EU Member State) are required to provide

to the tax authorities of other EU Member States details of certain payments of interest or similar income paid or

23

secured by a person established in an EU Member State to or for the benefit of an individual resident in another

EU Member State or certain limited types of entities established in another EU Member State.

For a transitional period, Austria is required (unless during that period it elects otherwise) to operate a

withholding system in relation to such payments (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). The end of the

transitional period is 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).

On 24 March 2014, the Council of the European Union adopted a Council Directive (the Amending Directive)

amending and broadening the scope of the requirements described above. The Amending Directive requires EU

Member States to apply these new requirements from 1 January 2017, and if they were to take effect the

changes would expand the range of payments covered by the EU Savings Directive, in particular to include

additional types of income payable on securities. The Amending Directive would also expand the circumstances

in which payments that indirectly benefit an individual resident in an EU Member State must be reported or

subject to withholding. This approach would apply to payments made to, or secured for, persons, entities or

legal arrangements (including trusts) where certain conditions are satisfied, and may in some cases apply where

the person, entity or arrangement is established or effectively managed outside of the European Union.

However, on March 2015, the European Commission proposed the repeal of the Savings Directive from 1

January 2017 in the case of Austria and from 1 January 2016 in the case of all other Member States (subject to

ongoing requirements to fulfil administrative obligations such as the reporting and exchange of information

relating to, and accounting for withholding taxes on, payments made before those dates and certain other

transitional provisions in the case of Austria). This is to prevent overlap between the Savings Directive and a

new automatic exchange of information regime to be implemented under Council Directive 2011/16/EU on

Administrative Cooperation in the field of Taxation (as amended by Council Directive 2014/107/EU). The

proposal also provides that, if it proceeds, Member States will not be required to apply the new requirements of

the Amending Directive.

If a payment were to be made or collected through an EU Member State (or any non-EU country or territory

which has adopted similar measures in order to conform to the EU Savings Directive) which applies a

withholding tax system as referred to above and an amount of, or in respect of, tax were to be withheld from that

payment, neither the Issuer nor any Agent (as defined in the Terms and Conditions of the Bonds) 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 will be required to maintain a Agent in an EU Member State (if any) that

would not be obliged to withhold or deduct tax pursuant to the relevant national legislation implementing, or

introduced in order to conform to, the EU Savings Directive (so long as there was such a member state).

Potential investors who are in any doubt as to their tax position should consult their own independent tax

advisers.

The proposed financial transactions tax (FTT)

On 14 February 2013, the European Commission published a proposal (the Commission's Proposal) for a

Directive for a common FTT in Belgium, Germany, Estonia, Greece, Spain, France, Italy, Austria, Portugal,

Slovenia and Slovakia (the participating Member States).

The Commission's Proposal has very broad scope and could, if introduced, apply to certain dealings in the

Bonds (including secondary market transactions) in certain circumstances.

Under the Commission's Proposal, the FTT could apply in certain circumstances to persons both within and

outside the participating Member States. Generally, it would apply to certain dealings in the Bonds where at

least one party is a financial institution, and at least one party is established in a participating Member State. A

financial institution may be, or be deemed to be, "established" in a participating Member State in a broad range

24

of circumstances, including: (i) by transacting with a person established in a participating Member State; and (ii)

where the financial instrument which is subject to the dealings is issued in a participating Member State.

Joint statements issued by participating Member States indicate an intention to implement the FTT by 1 January

2016.

However, the FTT proposal remains subject to negotiation between the participating Member States, and the

scope of any such tax is uncertain. Additional EU Member States may decide to participate.

Prospective holders of the Bonds are advised to seek their own professional advice in relation to the FTT.

Payments made in respect of the Bonds may be subject to the Spanish withholding tax

Article 44 of Royal Decree 1065/2007, of 27 July 2007, as amended by Royal Decree 1145/2011, of 29 July

2011, (Royal Decree 1065/2007) sets out the reporting obligations applicable to preference shares and debt

instruments issued under Law 10/2014, dated 26 June 2014, on regulation, supervision and solvency of credit

institutions (Law 10/2014). The procedures apply to interest deriving from preferred securities (participaciones

preferentes) and debt instruments to which Law 10/2014 refers, including debt instruments issued at a discount

for a period equal to or less than 12 months.

According to section 4 of article 44 of Royal Decree 1065/2007, income derived from securities originally

registered with Iberclear will be paid by the Issuer, net of Spanish withholding tax (currently at a rate of 20%, to

be reduced to 19% as from 1 January 2016 onwards), if the recipient of the payment is an individual resident in

Spain for tax purposes and subject to Spanish Personal Income Tax. The Issuer will not pay any additional

amounts in respect of any such withholding tax.

However, interest payments made by the Issuer in respect of the Bonds for the benefit of non-Spanish tax

resident investors, or for the benefit of Spanish Corporate Income Tax taxpayers, will not be subject to Spanish

withholding tax, provided that the Iberclear Members that have the Bonds registered in their securities account

on behalf of third parties (as well as Euroclear and/or Clearstream, Luxembourg, if applicable) provide the

Issuer, in a timely manner, with a duly executed and completed statement in accordance with section 4 of article

44 of Royal Decree 1065/2007.

If the Iberclear Members fail or for any reason are unable to deliver a duly executed and completed statement to

the Issuer in a timely manner in respect of a payment of income made by the Issuer under the Bonds, such

payment will be made net of Spanish withholding tax, currently at the rate of 20% (to be reduced to 19% as

from 1 January 2016 onwards).

If this occurs, affected beneficial owners would receive a refund of the amount withheld, with no need for action

on their part, if the Iberclear Members submit a duly executed and completed statement to the Issuer no later

than the tenth calendar day of the month immediately following the relevant payment date.

If the aforesaid duly executed and completed statement were not to be provided to the Issuer, beneficial owners

may apply directly to the Spanish tax authorities for any refund to which they may be entitled, according to the

procedures set forth in the Spanish Non-Resident Income Tax Law.

Potential purchasers and sellers of the Bonds may be required to pay taxes or other documentary charges or

duties in accordance with the laws and practices of the country where the Bonds are transferred or other

jurisdictions

Potential purchasers and sellers of the Bonds should be aware that they may be required to pay taxes or other

documentary charges or duties in accordance with the laws and practices of the country where the Bonds are

transferred or other jurisdictions (other than Spain). Potential investors are advised not to rely upon the tax

summary contained in this Offering Circular but to seek the advice of a tax professional regarding their

individual tax liabilities with respect to the acquisition, sale and redemption of the Bonds. Only these advisers

are in a position to duly consider the specific situation of the potential investor. This investment consideration

25

has to be read in connection with the taxation sections of this Offering Circular. Such taxes or documentary

charges could also be due in case of a possible change of the tax residency of the Issuer. In addition, potential

purchasers should be aware that tax regulations and their application by the relevant taxation authorities change

from time to time. Accordingly, it is not possible to predict the precise tax treatment which will apply at any

given time.

Foreign Account Tax Compliance Act (FATCA)

While the Bonds are in global form and held within Euroclear or Clearstream, Luxembourg (together the

ICSDs), in all but the most remote circumstances, it is not expected that the new reporting regime and potential

withholding tax imposed by sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986 (FATCA) will

affect the amount of any payment received by the ICSDs (see the section of this Offering Circular headed

"Taxation – U.S. Foreign Account Tax Compliance Withholding"). However, FATCA may affect payments

made to custodians or intermediaries (including any clearing system other than the Clearing Systems) in the

payment chain leading to the ultimate investor if any such custodian or intermediary generally is unable to

receive payments free of FATCA withholding. It also may affect payments 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, including any IGA legislation, if

applicable), 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. Investors should consult their own tax adviser to obtain a more detailed explanation of FATCA and

how FATCA may affect them. Further, foreign financial institutions in a jurisdiction which has entered into an

intergovernmental agreement with the United Sates (an IGA) are generally not expected to be required to

withhold under FATCA or an IGA (or any law implementing an IGA) from payments they make.

RISK FACTORS RELATING TO THE BONDS

Risk of subordination and priority of credits in case of insolvency proceedings

Upon the insolvency declaration of the Issuer, the Issuer's obligations under the Bonds shall, to the extent

secured, rank as special privileged credits (créditos con privilegio especial) up to 90% of the fair value (valor

razonable) of the charged assets under the Security. Any amount which is not covered by the 90% of the fair

value shall rank as appropriate under the Spanish Insolvency Law, as amended (i.e. any principal overflow shall

rank as an ordinary claim against the Issuer and any interest overflow shall rank as a subordinated claim against

the same).

The 90% limitation was recently introduced to the Spanish Insolvency Law, there are some ongoing discussions

on the interpretation of the same. Some scholars consider that these limitations shall only apply to the ranking of

claims for the purposes of voting on a proposal for composition with creditors (convenio de acreedores) but

that, in any event, secured creditors shall be entitled to receive 100% of the proceeds obtained from the sale of

the charged assets. Other scholars consider that the limitation shall apply both to the ranking of claims but also

to the moneys that secured creditors may be entitled to receive upon the sale of the charged assets. In this

respect, if the latter interpretation proves to be the correct one, in the event that the charged assets under the

Security are sold once the Issuer has been declared insolvent, there is a risk that the moneys obtained from such

sale (either by virtue of an enforcement proceeding or by virtue of a sale that is carried out within the insolvency

proceedings) shall be allocated to the Issuer's obligations under the Bonds up to the amount of the special

privileged credits that have been recognised under the Bonds within the Issuer's insolvency proceedings. Any

amounts under the Bonds that are not covered by the amounts obtained from the sale of the charged assets under

the Securities shall rank as appropriate under the Spanish Insolvency Law, as amended.

26

With regard to the payment of claims under the Spanish Insolvency Law, the following rules apply:

(a) Before any of the creditors of the insolvency are paid, the insolvency administrators must deduct from

the insolvency estate such assets and rights not affected by a special privilege as are necessary to pay

the claims against the insolvency estate (créditos contra la masa).

(b) Creditors with a special privilege (broadly speaking, secured creditors and certain labour claims) are

paid out of the proceeds obtained on the sale of the charged assets or rights (or with the acquisition of

the secured asset by way of payment) but to the extent their claims remain unpaid, the unpaid claims

will be reclassified as appropriate.

(c) Creditors with a general privilege (créditos con privilegio general) (broadly speaking, certain tax and

labour claims among others) are paid out of assets remaining in the insolvency estate (e.g. after

deducting such assets and rights not affected by a special privilege as are necessary to pay the claims

against the insolvency estate and after selling the assets affected by a special privilege).

(d) Ordinary creditors are paid pro rata out of the assets remaining in the insolvency estate after the

creditors with a general privilege have been paid.

(e) Subordinated creditors cannot be paid until all ordinary claims have been paid, and are paid out of

assets remaining in the insolvency estate.

Finally, claims against the Issuer under the Bonds could be subordinated in an eventual insolvency proceeding

of the Issuer to the following extent:

(a) If they are reported late to the insolvency administrator of the Issuer.

(b) If they are contractually subordinated to all of the Issuer's creditors.

(c) With regard to interest, unless they are secured (subject to the 90% limitation described above).

(d) In the claims related to monetary penalties or other monetary sanctions.

(e) If they are held by persons that are specially related (personas especialmente relacionadas) (as defined

under article 93 of the Spanish Insolvency Law) to the Issuer.

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 should:

(a) have 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 Offering Circular and any

applicable supplement;

(b) have 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;

(c) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Bonds,

including if euro (the currency for principal and interest payments on the Bonds) is different from the

potential investor's currency;

(d) understand thoroughly the Conditions; and

(e) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for

economic, interest rate and other factors that may affect its investment and its ability to bear the

applicable risks.

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The Bonds are obligations of the Issuer only

The Bonds are solely obligations of the Issuer and will not be obligations or responsibilities of, or guaranteed

by, any other entity. In particular, the Bonds are not obligations of, and will not be guaranteed by, the Authority,

the Shareholders, the Bond Trustee, the Security Agent, the Joint Bookrunners or any of their respective

affiliates nor any other persons. Furthermore, no person other than the Issuer accepts or will accept any liability

whatsoever to Bondholders in respect of any failure by the Issuer to pay any amounts due under the Bonds.

Performance by the Issuer of its obligations is dependent upon certain third parties

The Issuer is a party to contracts with a number of other third parties that have agreed to perform certain

services in relation to the Bonds. These third parties include, but are not limited to, the Account Bank, the

Insurance Providers, the Authority, the Agent, the Construction Contractor and the Performance Bond

Providers. As an example, the Agent has agreed to provide payment services in connection with the Bonds

under the Agency Agreement. Disruptions in such services or failures by such third parties to carry out these

services could lead to a loss on the Bonds and/or early redemption of the Bonds.

Modification and waivers

The Conditions contain provisions for calling meetings of Bondholders to consider matters affecting their

interests generally. These provisions permit defined majorities to bind all Bondholders including Bondholders

who did not attend and vote at the relevant meeting and Bondholders who voted in a manner contrary to the

majority.

The Conditions also provide that the Bond Trustee may, subject to certain restrictions but without the consent of

Bondholders, agree to: (i) any modification of any of the provisions of the Trust Deed, the Conditions or any

other Transaction Document that is of a formal, minor or technical nature or is made to correct a manifest error

or an error which is, in the opinion of the Bond Trustee, proven; (ii) any other modification (save to the extent

that such modification is a Basic Terms Modification, as described in Condition 14.1(d) (Meetings of

Bondholders)); and (iii) any waiver or authorisation of any Event of Default or Potential Event of Default or

breach or proposed breach of any of the provisions of the Trust Deed, these Conditions or any other Transaction

Document that is, in the opinion of the Bond Trustee, not materially prejudicial to the interests of the

Bondholders.

Any such modification or waiver made by the Bond Trustee shall be binding on all Bondholders.

Approval of certain matters may be effected without the positive approval of Bondholders

Certain matters, including the approval of semi-annual Compliance Certificates under Condition 4 (Information

Covenants), are approved by Bondholders on a "Negative Approval" basis. A matter will be approved in this

way unless Bondholders representing not less than 25% of the nominal amount of the Bonds outstanding

express their disapproval within a specified period, which is usually ten days. Bondholders who do not respond

within that period will effectively be deemed to have approved the relevant matter. While documentation and

other matters will be notified to Bondholders through publication on an investor website and through publication

of a notice on the MARF stock exchange in accordance with Condition 18 (Notices), Bondholders who do not

respond within the specified period will have no subsequent rights of challenge in the event that the 25%

threshold of Bondholders have not, within the specified period, expressly disapproved the relevant matter.

A Bondholder's ability to enforce following the occurrence of an Event of Default is limited

Condition 13 (Enforcement) provides that enforcement action may only be taken by the Bond Trustee following

instructions from the Bondholders. Other than in limited circumstances, Bondholders have no individual rights

to enforce. Accordingly, the ability of Bondholders to take enforcement action is limited and may only be

effected in the circumstances described in that Condition. This provides, for example, that enforcement

instructions to the Bond Trustee may initially only be given by persons representing more than 66.6% of the

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nominal amount of Bonds outstanding (or, if at a duly convened meeting, 66.6% of the nominal amount of

Bonds attending that meeting) during the first six months and 50% thereafter. The limited ability of Bondholders

to take enforcement action may impact negatively on the efficacy of any such enforcement action,for example,

if action needs to be taken quickly following the occurrence of an Event of Default (e.g. upon insolvency of the

Issuer).

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 appropriate legal investments for it; (ii) the Bonds can be used as collateral

for various types of borrowing; and (iii) whether 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.

The value of the Bonds may be adversely affected by movements in market interest rates

Investment in the Bonds involves the risk that if market interest rates subsequently increase above the rate paid

on the Bonds, this will adversely affect the value of the Bonds.

Conflicts of interest generally

Conflicts of interest may arise during the term of the Bonds as a result of various factors involving certain

transaction parties. For example, such potential conflicts may arise because one or more of the Issuer's creditors

may also act in other capacities under the Finance Documents, although the relevant rights and obligations under

the Finance Documents are not contractually conflicting and are independent from one another.

Credit ratings assigned to the Issuer or the Bonds may not reflect all the risks associated with an investment

in the Bonds

The ratings assigned by the Rating Agency to the Bonds reflect only the views of the Rating Agency and in

assigning the ratings, the Rating Agency takes into consideration the credit quality of the Issuer and structural

features and other aspects of the transaction. There is no assurance that any such ratings will continue for any

period of time or that they will not be reviewed, revised, suspended or withdrawn entirely by the Rating Agency

as a result of changes in, or unavailability of, information or if, in the Rating Agency's judgment, circumstances

so warrant. If any rating assigned to the Bonds is lowered or withdrawn, the market value of the Bonds may be

reduced. Future events, including events affecting the Issuer and/or circumstances relating to the industry

generally, could have an adverse impact on the ratings of the Bonds.

One or more independent credit rating agencies may assign credit ratings to the Issuer or 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.

The Bonds are subject to exchange rate risks and exchange controls risks

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 the 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. The Issuer

has no control over the factors that generally affect these risks, such as economic, financial and political events

and the supply and demand for applicable currencies. In recent years, exchange rates between certain currencies

have been highly volatile and volatility between such currencies or with other currencies may be expected in the

future. Fluctuations between currencies in the past are not necessarily indicative, however, of fluctuations that

29

may occur in the future. An appreciation in the value of the Investor's Currency relative to the euro would

decrease the Investor's Currency-equivalent yield on the Bonds, the Investor's Currency-equivalent value of the

principal payable on the Bonds and the Investor's Currency-equivalent market value of the Bonds.

Government and monetary authorities may impose (as some have 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.

Regulatory initiatives may result in increased regulatory capital requirements and/or decreased liquidity in

respect of the Bonds

The Basel Committee on Banking Supervision (the Basel Committee) published a regulatory framework in

2006 (the Basel II Framework). The implementation of and/or changes to the Basel II Framework may affect

the capital requirements of certain investors in the Bonds and/or the liquidity of the Bonds and/or the risk

weighting of the Bonds for such investors.

The Basel Committee has approved significant changes to the Basel II Framework (Basel III), including new

capital requirements, minimum liquidity standards and a minimum leverage ratio for credit institutions. In

particular, the changes include new requirements for the capital base, measures to strengthen the capital

requirements for counterparty credit exposures arising from certain transactions and the introduction of a

leverage ratio as well as short-term and longer-term standards for funding liquidity (referred to as the Liquidity

Coverage Ratio and the Net Stable Funding Ratio, respectively). Member countries are required to implement

the new capital standards from January 2013, the Liquidity Coverage Ratio from January 2015 and the Net

Stable Funding Ratio from January 2018. The European authorities have implemented Basel III via the adoption

of Directive 2013/36/EU (CRD IV) and Regulation 575/2013 (CRR). CRD IV and the CRR will replace the

existing Capital Requirements Directives from 1 January 2014, with full implementation by January 2019;

however, the proposals allow individual EU Member States to implement the stricter definition and/or level of

capital more quickly than is envisaged under the CRR.

Investors should consult their own advisers as to: (i) the regulatory capital requirements in respect of the Bonds

and as to the consequences to and effect on them of the Basel II Framework, Basel III, CRD IV and the CRR

and any relevant implementing measures; and (ii) any other laws and regulations applicable to the investment in,

and the holding of, securities such as the Bonds. No predictions can be made as to the precise effects of such

matters on any investor or otherwise.

Change in law

The structure of the transaction and, among other things, the issue of, and terms and conditions of, the Bonds

and rating assigned to the Bonds are based on law (including tax law) and administrative practice in effect at the

date hereof 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 of any possible judicial decision or change

to such law, tax or administrative practice after the date of this Offering Circular and as to whether any such

change could materially adversely impact the value of the Bonds.

There may not be an active trading market for the Bonds, in which case the ability to sell the Bonds may be

limited

The Issuer cannot assure the holders of the Bonds as to the liquidity of any market in the Bonds, their ability to

sell the Bonds or the prices at which they would be able to sell their Bonds. Future trading prices for the Bonds

will depend on many factors, including, among other things, prevailing interest rates, operating results and the

market for similar securities.

Although an application will be made for the Bonds to be listed on MARF, the Issuer cannot assure that the

Bonds will be or will remain listed. Although no assurance is made as to the liquidity of the Bonds as a result of

the admission on MARF, the failure to be approved for admission or the exclusion (whether or not for an

30

alternative admission to listing on another stock exchange) of the Bonds from MARF may have a material effect

on a holder's ability to resell the Bonds, as applicable, in the secondary market.

As the Bonds are registered with Iberclear, investors will have to rely on their procedures for transfer,

payment and communication with the Issuer

The Bonds are in dematerialised form and are registered with Iberclear. Consequently, no physical notes have

been or will be issued. Clearing and settlement relating to the Bonds, as well as payment of interest and

redemption of principal amounts, will be performed within Iberclear's account-based system. The investors are

therefore dependent on the functionality of Iberclear's account-based system.

Title to the Bonds is evidenced by book entries, and each person shown in the Spanish Central Registry

managed by Iberclear and in the registries maintained by the respective participating entities in Iberclear (the

Iberclear Members) as having an interest in the Bonds shall be (except as otherwise required by Spanish law)

considered the holder of the principal amount of the Bonds recorded therein.

The Issuer will discharge its payment obligation under the Conditions by making payments through Iberclear.

Bondholders must rely on the procedures of Iberclear and its participants to receive payments. The Issuer has no

responsibility or liability for the records relating to, or payments made in respect of, holders of the Bonds

according to book entries and registries as described in the previous paragraph. In addition, the Issuer has no

responsibility for the proper performance by Iberclear or its participants of its obligations under their respective

rules and operating procedures.

A summary of clearance and settlement procedures applicable to book-entry notes in Spain is contained under

the section headed "Summary of Clearance and Settlement Procedures applicable to Book-Entry Notes" of this

Offering Circular.

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DESCRIPTION OF THE ISSUER

Origin and identification data

The Issuer is a Spanish public limited liability company (sociedad anónima), incorporated on 15 November

2012 with Spanish Tax ID Number A-86591278. Data related to its registration can be found at the Madrid

Mercantile Registry, volume 30409, sheet 177, section 8ª, page M-547341. Its registered office is at Plaza

Manuel Gómez Moreno 2, Edificio Alfredo Mahou, Madrid, 28020, Spain.

The share capital of the Issuer is represented by 46,125,000 shares of common stock with a par value of €1 each.

The share capital is fully subscribed and paid in at the Closing Date. As of the date of this Offering Circular, the

issued shares of the Issuer are owned in the following proportions: 50% Meridiam Infrastructure Finance II

S.à.r.l. (23,062,500 shares), 25% Cintra Infraestructuras, S.A. (11,531,250 shares) and 25% Acciona

Infraestruturas, S.A.U. (11,531,250 shares).

Principal Activities

The Issuer is a special purpose vehicle whose principal activities comprise the construction, maintenance and

operation of a 49 km-long new section of the A-66 highway between Benavente and Zamora (Castilla y León,

Spain) for a concession period of 30 years starting on 14 December 2012 and ending on 14 December 2042,

pursuant to the Concession Agreement. The Concession Agreement was commissioned by the Directorate

General of Roads of the Secretary of State for Infrastructure, Transport and Housing of the Public Works

Ministry (Dirección General de Carreteras, Organización y Funciones de la Secretaria General de

Infraestructuras del Ministerio de Fomento).

Directors

The table below sets forth the directors of the Issuer as of the date of this Offering Circular:

Name Board position Date of first appointment

Mr. David Delgado Romero Vice President 15 November 2012Mr. Thierry Edmond Deau Member 15 November 2012Acciona Corporación, S.A.* Member 15 November 2012Acciona Desarrollo Corporativo, S.A.** Member 15 November 2012Mr. Sergio Rodríguez Casado President 05 February 2014Meridiam Infrastructure Finance II S.à.r.l*** Member 15 November 2012Mr. Rufino Genaro Del Río Aparicio Member 07 March 2013Ms. Cristina Álvarez Fernández Member 23 September 2014

* Represented by Mr. Juan Antonio Santos de Paz.** Represented by Mr. Antonio Pérez de Arenaza Lamana.*** Represented by Mr. Antonio Fournier Conde.

The directors can be reached at the Issuer's registered office.

Biographical information

The following is the biographical information of each of the members of the board of directors:

Mr. David Delgado Romero: Mr. Delgado Romero has ten years of experience in the transportation and

infrastructure sector. Mr. Delgado Romero has been working with Meridiam SAS (Meridiam) since 2005 and

has participated in the closings of Limerick Tunnel (Ireland) and LIFT portfolio (UK) and led the A5 motorway

(Germany) closing in March 2009. Mr. Delgado Romero has also participated in the preparation of bids and

undertaken due diligence for projects in France, Portugal, Belgium, Romania, Spain and Poland. Mr. Delgado

Romero is a Civil Engineer from the Polytechnic University of Catalonia where he also gained a Master of

32

Science in Transportation. He also graduated from Harvard School of Government with a Master in Public

Administration.

Mr. Thierry Edmond Deau: Mr. Deau graduated from Ecole Nationale des Ponts et Chaussées engineering

school in Paris and began his career in Malaysia with the construction firm of GTM International. He then

joined France's Caisse des Dépôts et Consignations where he held several positions with its engineering

subsidiary Egis Projects, moving up from project manager, then director of concession projects to his

appointment as Chief Executive Officer of Egis in 2001. In addition to being in charge of international

operations for the Egis Group executive committee and serving on its risk management committee, Mr. Deau

was a member on some of the boards and the chairman on other boards of several subsidiaries. Mr. Deau

founded Meridiam in 2005 with the support of the Crédit Agricole group, and is currently Meridiam's Chairman

and Chief Executive Officer, as well as its main shareholder, along with several members of the team.

Mr. Sergio Rodríguez Casado: Mr. Rodríguez Casado joined Meridiam in 2013. He has worked for the last 15

years at BBVA including the last 7 years in the Project & Structured Finance department in Paris where he has

been directly involved, among other transactions in Europe, in some of the most important infrastructure

landmark transactions in France: HSL Nîmes-Montpellier, APRR's acquisition refinancing, HSL Tours-

Bordeaux, HSL BPL, A63 toll road, GSM-R, Prado Sud, A19 and the APRR toll road privatisation. Mr.

Rodríguez Casado graduated in Finance and Business Administration (E-2) from ICADE Business School,

Comillas University (Madrid, Spain).

Mr. Rufino Genaro Del Río Aparicio: Mr. Del Río Aparicio has over 19 years of experience in the infrastructure

and construction sectors, both in Spain and in international markets. He is a civil engineer, and worked three

years in Tecsa (Dragados), one of the leading construction companies in Spain, before moving to Madrid, where

he has been involved from 1999 in the development of Transport Infrastructure Projects in Cintra; first at Cintra

Aparcamientos (Cintra's car parking division; now Empark) in several positions: Project Manager (one year),

Regional Director (three years), and Development Director (one year). Then, as Managing Director of R4

Madrid-Ocaña Motorway project (two years). In 2007, he moved to Greece where he was appointed CEO of

Nea Odos, S.A. and also CEO of Kentrikí Odos, S.A. (investment of more than €2.4 billion in 6 years). In

March 2011, he moved back to Spain, as Managing Director of Autopista Madrid Sur (Radial 4) and Autopista

Alcala-O'Donnell. In March 2013, he was named Director for Spain at Cintra. Rufino has been involved in most

aspects of Infrastructure Projects with Cintra over the past 16 years with wide experience in Project Finance

(highways and car parks).

Ms. Cristina Álvarez Fernández: Ms. Álvarez Fernández is the head of the legal department of Cintra for

Europe. Ms. Álvarez Fernández joined Cintra in November 2006. Previously, she was an associate at

Cuatrecasas Gonçalves Pereira law firm (1996-2006). In 2004, she worked as a lawyer in the commercial law

department of the English law firm Herbert Smith Freehills at its London office. While at Cintra, she has

specialised in the negotiation and implementation of public-private partnerships projects (PPPs) related to

transportation infrastructure. Since joining Cintra in 2006 until 2014, Ms. Álvarez Fernández was responsible

for the legal department of Cintra – U.S.

Officers

The table below sets forth the officers of the Issuer as of the date of this Offering Circular:

Name Function

Mr. Jaime Platón Lamela Pascua Chief Executive Officer (CEO)

Mr. Alexandre Miguel Pérez Matos Chief Financial Officer (CFO)

Mr. Ignacio Martín González Chief Technical Officer (CTO)

The officers can be contacted at the Issuer's registered office.

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Biographical information

The following is the biographical information of each of the members of our senior management team:

Mr. Jaime Platón Lamela Pascua: Mr. Platón Lamela has ten years’ experience as an engineer for Ferrovial

Agroman and Cadagua. He previously acted as CEO for construction of the Serranopark car park Project in

Madrid.

Mr. Alexandre Miguel Pérez Matos: Mr. Pérez Matos has over ten years' experience in finance and accounting

roles at financial institutions and project companies. He previously acted as chief financial officer for

Transmontana Motorway Concession in Portugal.

Mr. Ignacio Martín González: Mr. Martín González has 12 years' experience as an engineer for Iberinsa and

Acciona. He previously acted as technical project manager for projects in Canada (NA30, Southeast Stoney

Trail, Rt. Hon. Herb Gray Parkway), Chile, Brazil and Spain.

Management and control

The Issuer is managed and controlled in Spain. As of the date of this Offering Circular, the Issuer is subject to,

and complies with, the Spanish Corporate Companies Act.

Employees

As of the date of this Offering Circular, the Issuer has five employees. The CEO and CTO are working for the

Issuer through service provider contracts entered into with Cintra and Acciona. The Issuer plans to hire and has

budgeted for 25 full time employees and four people at management level for the road maintenance services

when the operation activities are closer to their commencement.

Shareholders

Meridiam Infrastructure Finance II S.à.r.l.

The address of Meridiam Infrastructure Finance II S.à.r.l. is 5 allée Scheffer, L- 2520 Luxembourg, R.C.S.

149218. Meridiam Infrastructure Finance II S.à.r.l. is a wholly owned subsidiary of Meridiam Infrastructure

Europe II (SCA) SICAR.

Founded in 2005, Meridiam is a long-term independent investment firm specialising in the development,

financing, and management of public infrastructure projects through their core 25-year duration institutionally-

backed funds. Meridiam has more than 100 investment professionals and asset managers across offices in Paris,

New York, Istanbul and Toronto, among others.

With nearly €2.8 billion of assets under its management, Meridiam has to date invested in 40 projects and

received the Global Infrastructure Fund of the Year award in 2011 and European Infrastructure fund of the Year

2012, as well as the Infrastructure Journal Global transport investor of the year and North America transport

investor of the year awards in 2014. Meridiam obtained an ISO 9001 certificate for its responsible investment

process in January 2012.

Cintra Infraestructuras, S.A.

The address of Cintra Infraestructuras, S.A. (Cintra) is Plaza Manuel Gómez Moreno 2, Edificio Alfredo

Mahou, Madrid, 28020, Spain with additional offices in Austin, Texas (United States); Lisbon (Portugal);

Bogota (Colombia) and Sydney (Australia). Cintra Infraestructuras, S.A. is a subsidiary of Ferrovial, S.A.

Incorporated in 1998, Cintra develops and manages a portfolio of 28 concessions in countries such as Canada,

United States, Spain, United Kingdom, Portugal, Ireland and Greece, with a total of 2,200 km of roadways.

These assets include the 407 ETR highway in Canada; the Chicago Skyway in United States and Ausol, in

Spain. Cintra engages in managing the various stages of a project's life that range from the tender, financing,

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design, construction, and implementation of infrastructure, to operations and maintenance, and final handback to

the governing body concerned.

Cintra's investment totals more than €23,365 million and EBITDA of €276 million (2013). In 2014, Cintra was

awarded #2 Global Infrastructure Developer of the Year by Public Works Financing magazine. Additionally, the

NTE roads in Texas were awarded with two ARTBA Globes by the American Road & Transportation Builders

Association (ARTBA), the oldest and most highly respected U.S. transport infrastructure constructors'

association.

Acciona Infraestructuras, S.A.U.

The address of Acciona Infraestruturas S.A.U. (Acciona) is Avenida de Europa 18, La Moraleja, Alcobendas,

28108, Spain. Acciona covers all aspects of construction and offers its clients its experience in design,

engineering and execution of all kinds of works, as well as operations and maintenance. Acciona has a hundred-

year history of construction activity, and its philosophy is based on sustainability, quality, technology and

experience. It embarks upon all of its activities taking into consideration a range of environmental, social and

economic aspects under the overall principle of sustainability, and strives constantly to improve construction

processes, innovation and the application of steps aimed at protecting the environment.

Acciona develops two main lines of activity - civil works and building construction - which are arranged under

three strategic specialised business units: Tunnels & Railways, Roads & Bridges and Ports & Maritime Works.

Its organisational structure is completed with Acciona Engineering, Acciona Industrial and Acciona

Concessions, as well as high added value units such as the Metal Structure Workshop, Machinery Services,

Acciona Infrastructure Maintenance, and a number of specialist auxiliary companies. Acciona Concessions is

dedicated to the private development, design, construction, financing, management, operation and maintenance

of infrastructure in the social infrastructure sectors (hospital services and education centres), and transport

infrastructure (roadways, railways, ports and irrigation system).

Acciona operates as a 100% subsidiary of Acciona, S.A. Founded in 1861 as MZOV Railway Concession

company, it operates in infrastructure, energy, water and services in over 30 countries. Its corporate motto

"Pioneers in development and sustainability" reflects its commitment — across all its activities — to contribute

to economic growth, social welfare and the protection of the environment. This effort has been recognised

through its inclusion in the Dow Jones (DJSI) and FTSE4Good sustainability indexes. Acciona is quoted on the

Ibex-35 stock index, has a 33,000-strong workforce and posted revenues of €6,500 million in 2014.

Financial Statements

The Issuer has prepared financial statements for each of the years ended 31 December 2014 and 2013 (in

Spanish), in accordance with the applicable Spanish financial reporting framework (Spanish GAAP), which

have been audited by Deloitte, S.L. and are attached to this Offering Circular as Annexes 1 and 2, respectively.

Auditors

The Issuer has appointed Deloitte, S.L. as its auditor for each of the years ended at 31 December 2015, 31

December 2014 and 31 December 2013. The address of Deloitte, S.L. is Plaza Pablo Ruiz Picasso, 1, Torre

Picasso, 28020, Madrid, Spain.

Insurance

The Contractor has currently in place a construction risk insurance policy contracted with Generali España, S.A.

de Seguros y Reaseguros for the value of the construction cost for the whole of the Project throughout the

construction period. This is an "all risk" insurance, machinery and equipment and third party (civil) liability.

The sums insured are (i) construction: up to €148,204,555.43 (full budgeted value of the Works); (ii) civil

liability: €3 million per occurrence, with no limitation on the number of occurrences; (iii) sublimit per victim:

€300,000 (employers' liability); and (iv) Advance Loss of Profit (ALOP): €20,785,416.67.

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Additionally, the Issuer has currently in place a property damage insurance policy contracted with Royal & Sun

Alliance Insurance plc, Sucursal en España (RSA) for the operation under the Concession. The sums insured are

(i) property damage (course, structures, viaducts and tunnels) up to €151,352,403 and (ii) business interruption

up to €22,675,000, with a combined limit of compensation of up to €125,000,000.

Existing Financing

Bank facilities were made available by the European Investment Bank (EIB), on one hand, and by the Instituto

de Credito Comercial (ICO), Banco Bilbao Vizcaya Argentaria, S.A. (BBVA) and Banco Santander S.A., on

the other hand, in favour of the Issuer for the financing of the Project, pursuant to the relevant commercial

facility agreements. Both bank facilities are dated 31 July 2013 (the Existing Financing).

Two hedging agreements with Banco Bilbao Vizcaya Argentaria, S.A. – (BBVA) and Banco Santander S.A.

were signed under the Asociación Española de Banco Privado's model (Contrato Marco de Operaciones

Financieras) both of which were entered into as a deed on 31 July 2013 (the Hedging Agreements).

Both the Existing Financing and the Hedging Agreements will be repaid in full on the Closing Date with the

proceeds of the issuance of the Bonds.

By a decision dated 3 March 2015, the Spanish Secretary of State of Infrastructure, Transport and Housing

authorised the refinancing of the Project through the issuance of the Bonds.

Technical Adviser

Mott MacDonald has been appointed as Technical Adviser for the issuance of the Bonds. Mott MacDonald is a

global management, engineering and development consultancy adding value for public and private clients on

agenda-setting and next-generation projects worldwide.

Tribunal, administrative and arbitration proceedings

As of the date of this Offering Circular the Issuer is currently involved in a tribunal proceedings in relation to a

plot of land that was expropriated for the construction of the Road filed before the Tribunal Superior de Justicia

of Castilla y León, Valladolid (Spain). Although the claimants claim approximately €3,720,000 as

compensation, the Issuer believes that there is no reasonable legal basis to support a claim of such amount and,

in the worst case scenario, such amount would still not exceed €290,000. The Issuer expects that the tribunal

proceedings will last just over 1 year.

Additionally, the Issuer is involved in several administrative expropriation proceedings for smaller amounts as a

result of some expropriations which were undertaken in relation to the Project. The fair price is pending to be

determined by the relevant expropriation administrative juries.

Each of the Shareholders of the Issuer has put in place an Expropriation Letter of Credit with a top tier European

bank to cover for what the Issuer estimates to be the worst case amount that the Issuer might have to pay under

these proceedings.

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DESCRIPTION OF THE REGULATORY REGIME

The following is a brief summary of the Spanish regulatory regime applicable to the Project.

Roads in Spain are usually developed through the concession for public works regime. Roads developed

through the concession for public works regime are usually located on publicly owned land and involve the

exercise of public administrative powers relating to the regulation of traffic and local public roads. The

operation of public roads, which is usually granted to private parties under administrative concessions, is

subject to the ongoing control of the public authorities that grant the concessions.

The following summary applies to roads developed through the concession for public regime and which are

accordingly subject to the public regulatory regime.

Applicable legislation

The construction and operation of public roads pursuant to concessions granted by public authorities are

regulated in Spain by public laws which govern the construction, maintenance and operation of public roads and

contractual arrangements between private parties and Spanish public authorities. Public laws also impose certain

requirements and limitations with respect to various types of contracts entered into with public authorities.

In general, contracts entered into with public authorities in Spain are currently governed by the Public Sector

Contracts Law, a consolidated text approved by Legislative Royal Decree 3/2011 of 14 November (the TRLCSP).

Prior to the effectiveness of this restated text, the applicable legislation was Law 30/2007, dated 30 October, on

public sector contracts (the LCSP). In this regard, the Project is subject to the LCSP.

Public tender process and award

Concessions for public roads are awarded through a public tender process. Pursuant to the relevant legislation,

the public authorities enter into contracts for the concessions with private parties selected through the public

tender process. Under the public tender process, interested parties may submit their bids for the concession. The

specific conditions of the concession contract are set forth in the terms of tender (Pliegos de Condiciones

Administrativas y Técnicas) and in the contract itself. These conditions may differ and establish particular legal,

economic and technical terms for each type of contract and for each project. The specific legal and contractual

regime applicable to each concession contract is determined by the contract and the terms of tender for the

concession, as well as the relevant legislation in effect at the time the concession was awarded (hereinafter, the

terms of tender of the Project will be referred to as Terms of Tender).

Type of contract

The relevant legislation contemplates that public roads may be operated generally under three different types of

contracts: (i) a contract for the management of a public service without works (a "brown field" concession); (ii) a

contract for the management of a public service with works; and (iii) a contract for a concession of public works.

In this context, "works" refers to the construction of highway (a "green field" concession).

The primary type of contract used for the building and subsequent operation of public roads is a contract for a

concession of public works, which is the type of contract that has been used in the Project.

Term and renewal of administrative concessions

Contracts for a concession of public works have a maximum term of 40 years, extendable in certain

circumstances for 15% of the initial term. For any concession, the contract and the terms of tender will establish

the contract's term, which term may not exceed the maximum term permitted by the relevant legislation. The

Concession's term is for 30 years, counted from the day following signing of the agreement (i.e. until 14

December 2042).

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In certain circumstances, the term may be extended provided that such possibility of extension had been

contemplated in the terms of tender and that the maximum term permitted by the relevant legislation is not

exceeded. In this regard, the Terms of Tender establishes that the Concession term can only be extended when

the financial balance of the Concession is restored. If the activity or the execution of works is suspended due to

acts of the Public Works Ministry (Ministerio de Fomento) or to a force majeure event, this time will not be

counted as part of the Concession's term (see “Description of the Concession Agreement and the Construction

Contract - Term of the Concession Agreement”).

After the term of the contract expires (including the envisaged extensions), the contract may not be renewed

without undergoing a public tender process.

Risk assumption

The works are executed and the concessions are operated at the concessionaire's risk (riesgo y ventura).

Modifications of the concession

The authority may introduce changes in the contract for public interest, duly justifying its necessity. These

modifications may not affect the essential conditions of the contract. In this regard, extensions on the purpose of

the contract that cannot be integrated into the initial project through an amendment thereof or consisting in

providing independent use or directed to satisfy new purposes, may not be considered as modification of the

contract.

Under the applicable regulations, a public contract can only be modified in the following cases:

(a) when such modification (and its terms, limits and percentage of the price of the agreement that can be

modified, among other requirements) is expressly set out in the tender documents or concession itself;

or

(b) in any other event, under the following circumstances:

(i) the service is not adequate to satisfy the needs it was intended to cover due to mistakes

included in the project or technical specifications;

(ii) inadequacy of the project or of the specifications due to objective reasons consisting of

geological, hydrological, archaeological, environmental or similar conditions which determine

its unsuitability, which are discovered after contract award and which were not foreseeable by

exercising all care in accordance with good professional practice when the project or technical

specifications were drafted;

(iii) force majeure or an unexpected event that rendered it impossible to provide the service;

(iv) when it is convenient to incorporate new technical developments that will improve the

provision of the service and which were not available in the market prior to the awarding of

the contract; or

(v) it is necessary to adjust the provision of the service to new technical, environmental, urban,

safety or accessibility conditions passed after the granting of the concession.

The modification cannot alter the essential conditions set out for the bidding and the awarding of the concession.

In this sense, it can be understood that such essential conditions are altered in the following cases:

(a) when the modification substantially amends the functions and essential characteristics of the provision

to which the concession agreement refers;

(b) when the modification alters the relationship between the service and its price, based on the terms on

which such relationship was initially settled;

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(c) when a different professional qualification or solvency requirements are needed after the modification;

(d) when the modifications of the concession agreement (aggregated in the case of prior modifications) are

equal to or exceed 10% (above or below) the awarding price of the Concession; or

(e) in any other case in which it can be presumed that if the modification was known prior to awarding the

concession agreement, additional potential bidders could have been interested in the tender procedure

or that actual bidders would have filed a completely different bid.

Economic and Financial Plan

Bidders in the tender process are required to submit an economic and financial plan for the concession together

with their bid. This plan includes, among others, a detailed description of the system of tariffs, investment and

operating costs, payment obligations and the direct or indirect estimated financial costs (see the section of this

Offering Circular headed “Description of the Concession Agreement and the Construction Contract -

Concession Agreement – Economic and Financial Plan for the Concession”).

Concept of economic-financial rebalancing

The public authority that awards a concession contract has the authority to interpret the terms of the contract and

to amend the terms of the contract for "reasons of public interest". As a result, the authority cannot amend the

contract based on any political initiative but only under these limited circumstances (see "Modifications of the

concession" above).

The concept of reasons of public interest is not clearly defined in case law, and there is a risk in the

interpretation of this concept by the awarding authority. In any event, the awarding authority must justify the

existence of the reason of public interest in each particular case, and this interpretation may be challenged in

court.

In general, contracts are executed on the "principle of risk and venture" of the contractor, whereby the contractor

must assume the consequences that, in economic terms, may arise from the execution of the contract, as they

were agreed. Under Spanish law, the concept of financial rebalancing arises as a means to modulate the

application of the "principle of risk and venture" since its strict application could imply serious damage for the

contractor and for the public interest in certain events that could result in the breach of the concession, and

accordingly, of the public service inherent in it.

The public authority may rebalance the economic terms of the contract upon the occurrence of three general

types of events if such events result in a change which is detrimental to the concessionaire in the fundamental

economic balance that existed when the contract was awarded (and not just in a mere reduction of the expected

profits of the concessionaire):

(a) modification based on public interest reasons and in the events referred to above (see "Modifications of

the concession" above);

(b) the authority's acts or force majeure events which directly lead to a substantial breach of the economy

of the contract; and

(c) when any of the events occur or circumstances arise that, according to the terms of tender, might lead

to restoring the economic balance.

The concessionaire can make a claim to the public authority for financial rebalancing and must provide evidence

of the event and demonstrate the repercussions that result from the imbalance of the previously agreed terms.

The public authority may apply various measures to rebalance the economic-financial terms of the contract. In

general, the public authority will provide compensation for the imbalance that such amendments, measures or

events imply for the concessionaire or the loss and damage caused. The scope of the rebalancing will be the

amount necessary, in terms of prices, costs or other elements, to adjust, reasonably, the economic-financial

39

situation to that agreed in the concession contract. The degree of compensation (complete or partial) granted will

depend, essentially, on the cause of the imbalance.

The TRLCSP generally contemplates, depending on the circumstances, the following measures to achieve

rebalancing:

(a) amending the tariffs payable by users;

(b) in certain circumstances, amending the term of the contract (however, this would be subject to the

maximum legal term for the concession); and

(c) amending the clauses that contain the substantive economic terms of the contract.

The terms of tender and the terms of the concession contract may specifically limit the scope of the

circumstances under which a claim for financial rebalancing is available. The terms of tender and the terms of

the concession contract may specifically limit the scope of the circumstances under which a claim for financial

rebalancing is available. In this regard, according to clause 28.4 of the Terms of Tender of the Concession, the

following will not give right to the restoring of the Concession's financial balance:

(a) the carrying out of Area 2 and Area 3 works, with regards to those modifications, adjustment,

extensions or new road sections that belong to the same road infrastructure, that could be carried out by

the authority during the Concession's term, provided that their annual conservation cost (calculated

only for this purpose as 2% of the initial investment) and multiplied by the number of years during

which the Issuer has to maintain the same does not exceed 2% of the total investment cost in such Area

2 and Area 3 – this is, the Area 2 and Area 3 works that do not reach the referred limit, will not raise

the right to restore the financial balance of the Concession;

(b) the carrying out of the Area 2 and Area 3 works in the Area 1 road sections will not raise the right to

restore the financial balance of the Concession; and

(c) the alteration of local and regional road networks.

The recognition of the financial rebalancing in favour of the concessionaire generally implies an amendment to

the terms of the contract. Therefore, the rebalancing provisions are considered to be effective from the moment

of the contract amendment, without prejudice to the possibility of taking into consideration when the change that

prompted the rebalancing occurred when deciding the scope of the rebalancing.

Concession tariffs and other remuneration arrangements

The terms of tender and the contract establish the tariff scheme to remunerate the concessionaire. the issuer's

remuneration regime is a monthly fee based on the availability of the different road sections and the quality of

the service. Also, the terms of tender admit an additional remuneration arising from certain services (service

station, cashiers, car wash areas etc.) which are independent from the Issuer's base remuneration (see

“Description of the Concession Agreement and the Construction Conract – Remuneration of the Issuer”).

Authorisations and change of control clauses

Under some contractual arrangements, public authorities impose certain restrictions on the transfer of ownership

of the concessionaire and the guarantees and security interests that the concessionaire can grant to third parties.

For example, the concession contract may require the prior authorisation of the public authority in order for the

concessionaire to grant a mortgage over the concession. In some cases, a concession contract may contain a

change of control clause, which prohibits the transfer of the ownership of the concessionaire without the prior

approval of the public authority. In addition, public authorities may terminate the concession in the event that

insolvency or winding-up proceedings are instituted against the concessionaire.

General public procurement laws (including TRLCSP, Royal Decree-Law 3/2011, of 14 November (TRLCAP),

do not regulate transfers of shares in companies holding contracts or concessions. Although a legal theory of the

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Council of State (the supreme consultative council of the Spanish government) attempts to consider changes of

control through the transfer of shares the same as events of assignment of contracts or concessions (thus

requiring authorisation of the municipality for such transfer), the successive public procurement laws passed

have not adopted this approach. However, the terms of tender and specific contracts may contain provisions

requiring prior communication and authorisation for direct or indirect transfers of shares. Additionally, the

public authorities may choose to apply this theory of the Council of State which would require prior

authorisation for direct or indirect changes of control of the concessionaire, even though this is not explicitly

required in the terms of tender, the contract or applicable regulations.

In this regard, in accordance to the Terms of the Tender, the initial ownership of the shares shall coincide with

the shareholding structure proposed by the concessionaire in its bid. Any subsequent change in the shareholding

which implies an increase or decrease equal to or in excess of 1% of such shareholding is subject to prior notice

to the Public Works Ministry (see section of this Offering Circular headed “Description of the Concession

Agreement and the Construction Contract - Concession Agreement - Capital structure”).

Assignment of the concession

The TRLCSP generally contemplates that the concessionaire has the right to assign the concession, provided it

has obtained the authority's prior and express authorisation. In addition, the following requirements shall be met:

(i) the assignor has executed at least 20% of the concession's amount; (ii) the assignee has the capacity to enter

into contracts with a public administration and the solvency required for the concession (and is not prohibited

from entering into the contract); and (iii) the assignment is executed through a public deed.

The terms of tender establish that in the event of assignment of the concession, the minimum stakes in the Issuer

established in the terms of tender - at least 20% of the concessionaire's share capital must be subscribed by

companies which carry out activities related to the construction of road infrastructures, and 20% by companies

which carry out road infrastructure conservation and/or operation activities - shall, in any case, be maintained.

Mortgage of the concession

Pursuant to the TRLCSP, the concessionaire has the right to constitute a mortgage over the concession, subject

to the authority's prior authorisation. It is not possible to constitute a mortgage as a guarantee of debts not

related to the concession. The Issuer has not granted any mortgage under the Concession.

Termination of the concession

Under the current regulatory regime, a concession contract can be terminated under the following circumstances

(see “Description of the Concession Agreement – Early Termination of the Concession Agreement”):

(a) extinguishment of the legal personality of the concessionaire;

(b) court order of insolvency in a "concurso" proceeding or in any other proceeding;

(c) foreclosure proceedings are taken in respect of the concession and either the proceedings fail or there

are no interested third parties;

(d) mutual agreement between the authority and the concessionaire;

(e) seizure of the Concession by the authority for a term exceeding that foreseen in the applicable

regulations;

(f) eight months’ delay in the performance of the terms by the concessionaire or a breach of the term for

commencement of the performance of the contract;

(g) recovery (rescate) of the concession by the authority (recovery includes the unilateral and discretionary

provision by the authority declaring the concession terminated, notwithstanding the concessionaire's

proper fulfilment of its obligations);

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(h) suppression of the service for public interest reasons;

(i) impossibility to exploit the concession under its original terms as a consequence of decisions made by

the authority after the awarding of the concession;

(j) abandonment, withdrawal and non-compliance with essential conditions of the concession;

(k) impossibility of performance of the obligation on the initially agreed terms or certain probability of

causing serious damage to the public interest should the obligation continue to be performed on such

terms, where it is impossible to amend the contract; and

(l) any other circumstances expressly contemplated in the contract.

Termination is not automatic. The authority has to follow a procedure which can generally last between two and

six months. The authority can adopt cautionary measures related to the termination procedure.

The termination of the concession due to any of the above-mentioned causes will be declared by the authority

(ex officio or at the request of the concessionaire). The declaration of insolvency or the opening of the

liquidation phase, as well as the causes referred to in paragraphs (e), (g), (h) and (i) above will always lead to

the termination of the concession. In any other cases, the party who is not responsible for the termination can

decide to ask for the concession's termination.

Mutual agreement can only be a cause for termination when the concession is not under seizure by the authority

due to a serious infringement by the concessionaire, and provided that public interest reasons do not make it

unnecessary or inconvenient. In addition, where mutual agreement is the cause of termination, creditors will

have no control in respect of such termination other than under the terms of any other financing documents.

In the case of merger, prior administrative authorisation is mandatory for the acquirer or remaining company to

continue operating the concession and replace the prior concessionaire in all its rights and obligations. In case of

demerger, contribution or assignment of companies, the concession can only continue with the resulting

company when expressly authorised as so by the authority, taking into account the requirements for the

awarding in relation to the degree of development of the concession at the time any of the referred transactions

takes place.

Liability and compensation for termination of concession contract

In the event of the termination of a concession contract due to breach by the public authority, the authority will be

liable for payment of the loss and damage caused to the concessionaire. Likewise, a termination of the contract

due to the intentional breach by the concessionaire will result in the concessionaire being liable for

indemnifying the authority for the loss and damage caused. Such indemnification will be enforced first against

the performance bond provided by the concessionaire to the public authority.

In general (and unless the terms of tender and concession contract provide otherwise), in the event of an early

termination of a concession, regardless of whether or not such termination is attributable to the concessionaire,

the public authority will pay to the concessionaire an amount representing the investment the concessionaire has

made to develop the concession. In determining the amount of such investment, the amortisation of the

investment will be taken into account according to the time remaining to the expiry of the concession and to the

terms of the economic and financial plan provided by the concessionaire in its bid containing the estimated

economics expected under the concession. Once the pending amount has been determined, the payment has to be made

within six months.

With regard to the termination cause referred to in paragraph (f) of the section "Termination of the concession", above,

the concessionaire can opt between the termination of the concession (with the consequences explained in the next

paragraph) or to be paid the legal interest of the pending amounts (together with the principal), to be counted as from

the date which the payment should have been made or the goods should have been granted.

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With regard to the termination causes referred to in paragraphs (g), (h) and (i) of the section "Termination of the

concession" and without prejudice to what has been stated under the second paragraph above of this section, the

authority will indemnify the concessionaire for all damages suffered. Such damages will include loss of profit,

which will be estimated in accordance with the operating income obtained during the previous five years and the

loss of value of the works and installations that will not revert to the authority, taking into account their degree

of depreciation.

In the case of termination attributable to the concessionaire, the authority will enforce the definitive guarantee

provided by such concessionaire, who will be under an obligation to pay the authority for any damages caused

by its default, in excess of the definitive guarantee.

The authority can also decide the termination of the contracts related to: (i) the use of complementary areas; and

(ii) the commercial exploitation agreements (paying the relevant compensation, that will be assumed by the

concessionaire when the termination cause is attributable to the same). In the case of mutual agreement, the agreement

between the parties will prevail (see “Description of the Concession Agreement – Compensation upon termination

of the Concession Agreement”).

43

DESCRIPTION OF THE PROJECT

This overview highlights selected information appearing elsewhere in this Offering Circular. 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 Annexes hereto, appearing

elsewhere in this Offering Circular. Prospective investors should carefully consider the information set forth

under "Risk Factors" herein.

General aspects

The Secretary of State for Infrastructure, Transport and Housing of the Public Works Ministry (the Authority)

is the granting authority of the Concession. At the time of the granting of the Concession, the Authority was

known as the Secretary of State for Planning and Infrastructure.

On 24 August 2011, the Authority invited tenders for the Project. The tender announcement was published in

Spain's Official State Gazette (Boletín Oficial del Estado) on 24 August 2011, and subsequently modified by

announcements published on 25 August 2011 and 22 October 2011. In addition, the tender announcement was

published in Europe's Official Gazette on 26 August 2011. The tender announcement was also published in the

contracting platform of the Authority on 23 August 2011.

The opening of the bids took place on 27 October 2011. A consortium made up of Meridiam, Cintra and

Acciona (together, the Consortium) presented its bid on 20 September 2011 and was selected as the preferred

bidder on 18 September 2012. The Issuer, owned by Meridiam (50%), Cintra (25%) and Acciona (25%), was

incorporated on 15 November 2012 under Spanish law, as a special purpose vehicle for the Project.

The members of the Consortium have extensive experience and expertise in delivering both local and

international road construction projects as detailed above. See the section of this Offering Circular headed

"Description of the Issuer-Shareholders".

44

The Project involves the construction, maintenance and operation of a 49 km-long new section of the A-66

highway between Benavente and Zamora, Spain (the Road) for a concession period of 30 years starting on 14

December 2012 and ending on 14 December 2042, with construction starting in July 2013 and ending on 11

May 2015 (the Project). The Road is of strategic importance to Spain, forming part of the north-south corridor

(Ruta de la Plata) connecting Cadiz to Gijon and completing the upgrade of the corridor from Gijon to Sevilla.

The Project

The Road is classified as part of the European Union's Trans-European Transport Network (TEN-T), and the A-

66 is categorised as a T2 road, meaning it has expected daily volumes of between 200 to 799 heavy vehicles per

day for 20 years. Traffic forecasts expect low growth with heavy vehicles accounting for 500 vehicles per day,

well within the design specifications. Given the low expected usage of the A-66, the structure of the pavement is

expected to last well beyond 30 years. Under the proposed lifecycle arrangements the pavement will be

resurfaced every eight years. The Project incorporates straightforward structures: five viaducts, 34 overpasses

and 14 underpasses.

The largest structure is the Ricobayo Reservoir Viaduct with twin structures stretching 215 metres, which has

already been completed. Construction is split into three discrete sections:

45

Section 1: A6 (Castrogonzalo) to Santovenia del Esla

Section 1 comprises a 14.4 km-long section of road from A-6 heading south to the west of the river Esla and the

N-630. It includes, amongst other things, a new A-6 junction/redesign of Castrogonzalo junction (five

structures), a junction with the N-630 at Villaveza del Agua, a junction with the N-630/ZA-100 roads at

Santovenia del Esla, the relocation of a rest area from km 13 to km 14, and the Prado Ramiro viaduct. It will

include 12 overpasses (plus five A-6 junction structures) and four underpasses.

Section 2: Santovenia del Esla to Fontanillas de Castro

Section 2 comprises a 17.8 km section running parallel to the existing N-630 and passing near the Laguna de

Villafafila. It includes, among other things, a junction with the ZA-123, a junction with the N-630 at Riego del

Camino, a junction with the N-630 at Fontanillas de Castro, a service area on both sides of the highway and

three viaducts (Valdeoso Creek, Laguna Creek, and Riego del Camino Creek). It will include five underpasses

and ten overpasses.

Section 3: Fontanillas de Castro to Zamora

Section 3 comprises a final section of approximately 16.9 km that continues south on the east side of the

existing N-630. It includes, among other things, the south ramps of the junction at Fontanillas de Castro, a

junction with the N-630/N-631, a junction with the N-630 at Montamarta, a connection of the south end of the

project with the existing junction with the N-630 on the outskirts of Zamora and the Ricobayo Viaduct. It will

include five underpasses and seven overpasses.

The Issuer is responsible for expropriation of the Lands for the Project. The Issuer appointed an independent

party, Inserinco, S.L., to give support for the expropriation procedures on its behalf. The Land needed to be

expropriated consisted of 583 hectares split into 864 sections, and is 95% dry land farm land. The Issuer has

reached agreements with 94% of relevant landowners. With respect to the remaining landowners, the Issuer

attained access to the land at the beginning of the construction and administrative expropriation proceedings

related to the fair price of the plots are in their way. Each of the Shareholders of the Issuer has put in place an

Expropriation Letter of Credit with a top tier European bank to cover for what the Issuer estimates to be the

worst case amount that the Issuer might have to pay under these proceedings. Construction of the Project began

in July 2013 and is on schedule. Sections 1, 2 and 3 were completed on 11 May 2015. The total cost of the

Works with the refinancing assumptions amounts to €150,478 million for Area 1 (initial costs), €43,017 million

for Area 2 (Capex) and €54,711 million for Area 3 (maintenance).

Operation and maintenance

Operation and maintenance of the Road are to be managed in-house by the Issuer, with personnel directly

employed by it. The Issuer draws on the long history and experience of the Contractor managing similar projects

in Spain. A team of 25 employees will be employed directly by the Issuer to carry out the operation and

maintenance of the Road. Major maintenance work-streams have been sub-contracted by the Issuer to specialist

contractors through competitive tenders. The Issuer will oversee maintenance from a control depot located at the

N630 Riego del Camino Junction, midway through Section 2 of the Project. A control centre will be staffed 24

hours a day and will receive real time data from patrol vehicles which can also be monitored via GPS. Due to

expected low traffic levels (less than 5000 vehicles per day), all maintenance can be completed through lane

closures and use of a contraflow system planned within the QoS criteria.

Lifecycle expenditure

Pavement forms the largest portion (84%) of the major maintenance capital expenditure, as expected for a

project of this nature. The current plan sees major peaks in 2019-2022, 2027-2030 and 2035-2038 as follows:

- 2019-2022: Replacement of mainline surface and binder course;

- 2027-2030: Complete replacement of surfacing and binder course; and

46

- 2035-2038: Mainline surface course replaced with 50% surface course and 50% slurry seal of the

interchanges.

The lifecycle plan will be continuously updated based upon actual observed performance as measured through

ongoing pavement surveys and inspections. Spend profile in the final eight years of the Concession is sized to

meet the hand-back requirements. Regarding provision of the lifecycle, the Issuer intends to sub-contract major

maintenance work which allows, the best price to be secured from the most suitable provider. However, in the

event that the Issuer is unable to secure a sub-contract at an appropriate price, the members of the Consortium

have sufficient expertise to complete this work in-house.

QoS indicators

The QoS indicators are the objective parameters established and determined in order to guarantee that the

different elements of the Road are in a position to satisfy the optimum road and service conditions during the

term of the Concession. All the road sections have to comply with these indicators. Every month, correction

factors for the indicators will be determined, based on the criteria specified in the Concession Agreement. The

Authority is entitled to carry out inspections to verify compliance. The total correction factor will be the result

of the automatic application of all the individual correction factors. Measurements can be reviewed by the

Authority. The final correction factor will be applied to the formula for the calculation of the Availability

Payments as described in the section of this Offering Circular headed "Description of the Concession Agreement

and Construction Contract". In the event that the amount arising from applying the correction factor is less than

the Availability Payment, the difference will be deducted from the following Availability Payment. The

Concession Agreement provides that the Issuer, after having obtained the prior authorisation of the Dirección

General de Carreteras (DGC), is entitled to carry out any necessary actions to improve the quality of the

services and the status of the different Road sections.

Concession Agreement

The concession agreement along with the Terms of Tender relating to the Project was signed by the Authority

and the Issuer on 14 December 2012 (the Concession Agreement) (as further described in the section of this

Offering Circular headed "Description of the Concession Agreement and Construction Contract"). Under the

Concession Agreement, the Issuer will be entitled to receive the Availability Payments which commence from

the date of entry into operation (open to traffic) of the first Road section to be completed by the Issuer until the

end of the Concession. The Availability Payments shall be determined based on the Monthly Fee (as further

described in the section of this Offering Circular headed "Description of the Concession Agreement and

Construction Contract"). As per the Concession Agreement, the base Monthly Fee amounts to €1,889,583.33,

excluding VAT. The Monthly Fee is subject to adjustment in the event that QoS and other availability indicators

are not met. The Monthly Fee is not subject to adjustment based on traffic. The Monthly Fee is the only

payment obligation of the Authority under the Concession Agreement.

Construction Contract

On 31 July 2013, the Issuer entered into a design and build contract (the Construction Contract) with a joint

venture vehicle composed of Acciona Infraestructuras, S.A.U. and Ferrovial Agroman, S.A. (the Contractor)

(as further described in the section of this Offering Circular headed "Description of the Concession Agreement

and Construction Contract – The Construction Contract"). Ferrovial Agroman, S.A. is the primary construction

arm of Grupo Ferrovial, and is an experienced contractor involved in the construction of roads, bridges, airports

and tunnel projects since 1929. It has total annual reviews of €4.3 billion and an order backlog of €8.7 billion

(2012). It is present in over 50 countries with transportation experience including 3,600k km of roads and

14,600 km of roads constructed and 27,000 km of roads maintained and repaired. Acciona was created in 1997

as the result of merging two existing construction companies, "Entrecanales y Távora" and "Cubiertas y

MZOV", both with decades of previous infrastructure asset experience. It currently has an orderbook of €7.2

billion of civil works, with more than 50% in international projects.

47

The purpose of the Construction Contract is to pass from the Issuer to the Contractor the risks, liabilities and

obligations of the Issuer contained in the Concession Agreement which relate to the design, execution and

completion of the works that the Issuer must undertake pursuant to that agreement (the Works) and the

remedying of defects therein. Accordingly, the Construction Contract is back-to-back with the provisions of the

Concession Agreement for the development of the Works and contains a full pass through of the design and

construction risks, liabilities and obligations assumed by the Issuer in the Concession Agreement, subject to

agreed liability caps in certain cases.

48

DESCRIPTION OF THE CONCESSION AGREEMENT AND THE CONSTRUCTION CONTRACT

Concession Agreement

The Concession Agreement, including the Terms of Tender related to the Project, was entered into between the

Authority and the Issuer on 14 December 2012. The Concession Agreement is governed by the provisions of the

LCSP. See the section of this Offering Circular headed "Description of the Regulatory Regime". Under the

Concession Agreement, the Issuer is required to procure the construction, maintenance and operation of a 49

km-long new section of the A-66 highway between Benavente and Zamora for a period of 30 years (the

Concession). Except as otherwise and specifically provided in the Concession Agreement, all costs incurred by

the Issuer in performing its obligations under the Concession Agreement are borne by the Issuer.

The scope of the Concession Agreement includes: (i) the following construction works: first establishment

works, refurbishment, major overhaul, simple repairs, conservation and maintenance; as well as (ii) the

operation of the infrastructure, divided into the following areas:

(a) Area 1: First establishment works;

(b) Area 2: Reposition works and major overhaul which may be required for keeping the infrastructure

suitable for its use during the term of the Concession; and

(c) Area 3: Maintenance of the infrastructure from the moment at which it is put into service after the first

establishment works are finished. These works will be carried out during the term of the Concession.

Term of the Concession Agreement

The Concession Agreement will terminate on the date (the End Date) falling 30 years after the execution date

of the Concession Agreement. The End Date will be on 14 December 2042, unless the Concession Agreement is

terminated earlier in accordance with its terms. The term may be suspended due to a force majeure event that

breaks the economic balance of the Concession Agreement. In this sense, the term of the Concession Agreement

may only be extended as a consequence of restoring the economic balance of the Concession Agreement.

Concession Performance Bond

The Issuer was required to post a performance bond for the benefit of the Authority within ten business days of

receiving the notification of the Authority requiring the bond, for an amount equal to five per cent (5%) of the

estimated value of the Concession Agreement to secure its obligations under the Concession Agreement (the

Concession Performance Bond). The Concession Performance Bond was issued by Banco Popular Español,

S.A. on 12 December 2012 to guarantee the obligations of the Issuer for a maximum amount of €13,356,496. In

addition, the Issuer’s shareholders have granted counterguarantee (contra aval), in proportion to their interest in

the Issuer’s capital, without recourse to the Issuer, for the benefit of Banco Popular Español, S.A.

Once the Works have started and during the period provided for its development, the Concession Performance

Bond may be reduced gradually and inversely proportional to the remaining term of the Concession Agreement

until it amounts to two per cent (2%) of the estimated value of the Concession Agreement by the End Date of

the Concession. To effectively implement this reduction, the Issuer must make a request to the Authority, who

may accept it, subject to the favourable report of the construction and/or development inspector (Inspector de

Construcción y/o Explotación).

If, as a consequence of the modification of the Concession Agreement, its value is varied, the Concession

Performance Bond shall be readjusted so as to remain proportional to the value of the Concession Agreement.

Obligations of the Issuer

Under the Concession Agreement, the principal obligations of the Issuer include (but are not limited to):

49

(a) responsibility for the construction, maintenance and operation of the Road, including a general duty to

maintain and repair the Road following the execution date of the Concession Agreement;

(b) responsibility for the security of the sites related to the Concession (the Sites) and all actions of

protestors and trespassers from the date of execution of the Concession Agreement until its

termination;

(c) in carrying out its obligations, complying with, among other things, applicable legislation, all relevant

taxes, guidance and directions, all orders, notices and consents, and the approved programmes by the

Authority, at its own cost;

(d) responsibility for obtaining all necessary permits, licences and authorisations required for the

development of the Concession, at its own cost;

(e) liability for any compensation due in case of damages to third parties caused as a consequence of the

development of the Concession provided that such damages are attributable to the Issuer (not derived

from a direct order of the Authority);

(f) delivery to the Authority, at the end of the term of the Concession Agreement, of the Road and all the

ancillary facilities in perfect condition so as to permit the continuity of the services; and

(g) maintenance of suitable insurance coverage throughout the term of the Concession Agreement (any

amendment to the insurances is subject to prior authorisation by the Authority), including:

(i) contractors’ "all risks" insurance;

(ii) accident cover insurance;

(iii) civil liability insurance for professional risks; and

(iv) property damage insurance.

Unless expressly stated otherwise in the Concession Agreement, the Issuer assumes all risks and responsibilities

for compliance with the above obligations, and any other obligations imposed upon it under the Concession

Agreement, at its own cost. The Authority will not assume any risks from the operation and the alteration of the

transport networks by the Spanish State and any other public administration.

Obligations of the Authority

Under the Concession Agreement, the Authority will have the following principal obligations:

(a) to restore the economic balance of the Concession Agreement for "reasons of public interest" and for

other justified grounds (such as force majeure). The following measures can be used to achieve the

rebalancing: (i) in certain circumstances, amending the term of the Concession Agreement (however,

this would be subject to the maximum legal term for the Concession); and (ii) amending the clauses

that contain the substantive economic terms of the Concession Agreement; and

(b) to not require compensation if the Issuer fails to comply with its obligations under the Concession

Agreement when such failure is caused by an event directly attributable to the Authority or by force

majeure, and only when the faulty compliance is not caused by a negligent act or as a consequence of

an event that should have been foreseen by the Issuer.

An economic rebalance will not apply to: (i) additional lifecycle/maintenance costs relating to sections of the

Road not included in the original scope provided they are no more than 2% of the lifecycle/maintenance costs

expected to be incurred, (ii) changes to lifecycle/maintenance required to maintain the initial works and (iii)

alterations to the local or regional network.

Modifications of the Concession

50

The Concession can only be modified for public interest reasons in accordance with the terms foreseen in the

LCSP (see “Description of Regulatory Regime – Modifications of the concession”). The Concessionaire is

obliged to comply with the modifications imposed by the Authority.

Remuneration of the Issuer

The Issuer will be entitled to receive monthly payments (Availability Payments) which commence from the

date of entry into operation (open to traffic) of the first Road section to be completed by the Issuer until the end

of the Concession. The Availability Payments from the Authority are calculated according to the service quality

and availability of each of the different Road sections to be developed under the Concession Agreement (the

Monthly Fee). As per the Concession Agreement, the base Monthly Fee amounts to €1,889,583.33, excluding

VAT.

There will be no additional payments from the Authority during the operational phase.

The Availability Payments are calculated by reference to the Monthly Fee. The Monthly Fee is amended in

relation to the status of the Road sections and the service quality. In this respect, QoS indicators (26 indicators in

total) and availability of Road sections will be determined monthly according to the technical specifications of

the Concession Agreement. The Authority may carry out any verification it deems appropriate and, in the event

it finds any discrepancy between such indicators and the works performed by the Issuer, the Authority will bring

the issue to the development inspector (Inspector de Explotación) who will decide if the Monthly Fee should be

adjusted (only reduced, not increased).

Updating the Monthly Fee

The Monthly Fee will be updated in accordance with 85% of the variation of the Consumer Price Index (CPI),

as published by the Spanish National Statistics Institute, as explained below:

(a) The first update will take place after 20% of the Works have been completed provided that a year has

elapsed as from the entry into service of every road section or sub-section that give rise to a right to

receive the Availability Payment. Such update will be calculated using the following formula: Cmps1 =

Cmps0 * KR

Where:

Cmps0 = Monthly fee for providing the service from the bidCmps1 = Monthly fee for providing the service from the bid updated with CPIKr= Adjustment coefficient

K� = 0.85CPI�CPI�

+ 0.15

Where:

CPI0=Base CPI for the month when the Concession is awarded or three months after the date bids are submitted

if the Concession was awarded after said three months after the submission.

CPIi =CPI for the first month in which the fee is to be updated.

(b) The following updates will take place every 1 January of the following Concession years, based on the

definitive CPI, as published in December of the prior year. The Monthly Fee shall be calculated using

the following formula:

�� = �� ∗ K�

Where:

Cmpsi = Monthly Fee from the bid updated on iCmps0 = Monthly Fee from the bid

51

Kr= Adjustment coefficient

�� = 0.85CPI�CPI�

+ 0.15

CIP0= CPI for the month when the Concession is awarded or three months after the date bids are submitted if

the Concession was awarded after said three months after the submission.

CIP1= CPI published in the December before the update.

(c) The updating procedure must adhere to the following formalities:

(i) once the update has been requested from the Issuer, the Authority shall, based on the proposal

by the DGC, approve the new monthly fee for providing the service; and

(ii) as long as a new monthly service fee has not been approved, the previous fee shall remain in

force. Once it has been approved by the Authority, the pending fee shall be subsequently

regularised.

In any case, the updated amounts of the Monthly Fee shall be expressed in euro to two decimal places, not

including value added tax. The Issuer shall submit to the Authority, before the 10th day of each month, the

corresponding invoice along with its calculation of the Monthly Fee to be paid. Payments are expected to be

received within the following 30 days.

Calculation of the Availability Payments

The Availability Payments shall be determined based on the Monthly Fee as previously described. The

Availability Payment (Cm) shall be the result of multiplying the Monthly Fee by the Ft adjustment coefficient by

state indicators and service quality and by the percentage of investment in the construction works for Area 1

launched into service in the quarter prior to the Concession (%Area1), expressed as a decimal.

�� = C��xFtx%Area1

100

The amount of the Monthly Fee shall be the amount corresponding to the updated bids as stipulated above. The

investment percentage in Area 1 in service at the end of the quarter preceding the Concession shall be calculated

using the budgets for each task for Area 1 included in the Issuer's bid.

The Ft coefficient shall be calculated by periodically evaluating the quality level in compliance with the

indicators specified in Appendix 7 of the Concession Agreement as objective standards that correlate to the

quality level and the amount the Issuer should be paid.

Early termination of the Concession Agreement

According to the LCSP, there are a number of early termination events which entitle the parties to terminate the

Concession Agreement, including the following:

(a) extinguishment of the legal personality of the Issuer;

(b) court order of insolvency in a "concurso" proceeding or in any other proceeding;

(c) foreclosure proceedings are taken in respect of the Concession and either the proceedings fail or there

are no interested third parties;

(d) mutual agreement between the Authority and the Issuer;

(e) seizure of the Concession by the authority for a term exceeding that foreseen in the applicable

regulations;

(f) eight months’ delay in the performance of the terms by the Issuer or a breach of the term for

commencement of the performance of the Concession Agreement;

52

(g) recovery (rescate) of the Concession by the Authority (recovery includes the unilateral and

discretionary provision by the Authority declaring the Concession terminated, notwithstanding the

Issuer’s proper fulfilment of its obligations);

(h) suppression of the service for public interest reasons;

(i) impossibility to exploit the Concession under its original terms as a consequence of decisions made by

the Authority after the awarding of the Concession;

(j) abandonment, withdrawal and non-compliance with essential conditions of the Concession; and

(k) impossibility of performance of the obligation on the initially agreed terms or certain probability of

causing serious damage to the public interest should the obligation continue to be performed on such

terms, where it is impossible to amend the Concession Agreement.

Also, the Terms of Tender refers as an early termination event the failure to have all the technical and human

resources (fully operative and never below those offered) to restore and keep the road in safety conditions, even

when a force majeure event has taken place.

The termination is not automatic and the Authority has to follow a procedure to terminate. The Concession

Agreement provides that, on early termination of the Concession Agreement, compensation shall be payable, as

set out below.

Compensation upon termination of the Concession Agreement

In cases of termination, for whatever reason, the Authority shall pay the Issuer the amount (importe) of

investment made in relation to the expropriation of Land, the execution of construction Works and acquisition of

property required for the operation of the Concession. To that effect, the level of depreciation in relation to the

remaining time before the termination of the Concession and the provisions of the economic and financial plan

shall be taken into account. The compensation to be paid shall be determined within six months.

The concept of compensation for the amount of the investment is not defined in the regulatory framework

applicable to the Project, nor does the regulatory framework establish a methodology for determining it. In an

early termination scenario, the Issuer expects that the Authority would determine the early termination payment

by reference to the economic and financial plan which makes reference to the financial statements of the Issuer.

However, absent any guidelines, there can be no assurances as to how the calculations for determining the early

termination payment shall be carried out by the Authority. One approach would be for the early termination

payment to be determined by reference to the book value of the assets as they appear in the Issuer's financial

statements, but a more conservative calculation would also be possible (whereby the book value of the assets is

estimated with a different account and depreciation method to that used by the Issuer).

In case of termination for reasons attributable to the Authority, the Authority shall also compensate the Issuer

for any damages caused to it. In order to determine the amount of compensation due, in accordance with the

law, the future profits that the Issuer will fail to receive should be taken into account, based on operating results

of the last five years where possible, and the loss of value of the works and installations that shall not be

delivered to the Authority, considering the level of depreciation, but there are no specific guidelines determined

by the law or Spanish Supreme Court decisions.

If the Concession Agreement is terminated for reasons attributable to the Issuer, the Concession Performance

Bond shall be enforced and the Issuer shall indemnify the Authority for any damages incurred in excess of the

amount obtained from the enforcement of the Concession Performance Bond.

In case of events of force majeure that result in the termination of the Concession Agreement, the Authority

shall compensate the Issuer for the works already carried out and the higher cost which the Issuer has incurred

as a result of the indebtedness with third parties.

53

The Authority's estimate of amounts payable to the Issuer upon early termination may be less than the Issuer's

estimate which could result in the Issuer receiving insufficient funds to satisfy its payment obligations under a

mandatory early redemption scenario. Under applicable law, the Authority is empowered to make the final

determination of the amount payable to the Issuer and, as a result, the amounts payable by the Authority upon

early termination may not be sufficient or sufficiently timely, to enable the Issuer to meet its payment

obligations under the Bonds on a timely basis.

Seizure of the Concession

The Authority may seize the Concession when the Issuer cannot temporarily, with serious risk to safety, comply

with its obligations under the Concession Agreement to operate and maintain the Concession or when there is a

serious breach of the Issuer's obligations which would endanger the operation and maintenance of the

Concession. The Authority shall notify the Issuer about its intentions to seize the Concession, stating the

infringements committed and giving the Issuer a specified period to rectify the infringement. If the Issuer does

not correct its infringement within the specified period, the Authority shall seize the Concession. All costs of the

seizure will be charged to the Issuer, including any penalties incurred and damages caused.

After seizing the Concession, the Authority would be in charge of the development of the Concession and will

have the right to receive the compensation established under the Concession Agreement. The Authority may use

the same personnel and equipment of the Issuer and would appoint one or more auditors to replace fully or

partially the management board of the Issuer. The Issuer would still assume all risks related to the operation of

the Concession. At the seizure's end, the Authority will return to the Issuer any outstanding amount remaining

after satisfying all payments due related to any and all expenses and penalties imposed and damages caused, if

any.

Seizure of the Concession by the Authority shall be temporary and shall not exceed a term of three years. The

Authority may then decide by itself or by request of the Issuer to return control over the Concession if the

deficiencies caused by the Issuer have been corrected and the Issuer proves to be capable of continuing with the

operation of the Concession at the appropriate standard. If the Issuer fails to fully comply with its obligations

after the term established by the Authority for the seizure of the Concession, the Authority shall terminate the

Concession Agreement.

Liability

The Issuer shall indemnify for all damages caused to third parties as a result of the development of its

obligations under the Concession Agreement. If such damages have been caused as an immediate and direct

consequence of an order of the Authority, the Authority may be liable under Spanish law.

The Authority is responsible for any damages caused to third parties as a result of defects found in the reports

prepared by the Authority in relation to the construction Works of the Concession.

Penalties Regime

The Issuer's infringements may lead to the imposition of penalties:

(a) minor infringements (excluding service quality indicators) – fines of up to €100,000 (as of January

2011);

(b) serious infringements (excluding service quality indicators) – fines from €100,000 to €500,000 (as of

January 2011); and

(c) minor/serious infringements regarding service quality indicators – fines up to the same amount to that

affecting the Monthly Fee.

The penalties to be imposed during the construction phase cannot exceed 10% of the investment in Area 1

works. During the exploitation phase, the penalties to be imposed cannot exceed 20% of the income obtained for

54

the operation of the road during the prior year. If such limits are exceeded, the Authority will terminate the

Concession Agreement. The 20% limit applies to all penalties and is separate from the readjustments to the

Monthly Fee.

Economic and Financial Plan for the Concession

The Issuer in the tender process was required to submit a preliminary economic and financial plan for the

Concession in accordance with clause 14.4.1 of the Terms of Tender together with its bid. This plan includes a

detailed description of the sources for financing the Concession, both with regard to their own resources and

third party funding. In accordance with clause 64 of the Terms of Tender, the Issuer has three months from the

day following the approval of the last Area 1 project for the submission of the definitive economic and financial

plan which will govern the Concession. This plan must correspond to the one submitted with the bid and in no

event may provisions be introduced that vary what is stated in the preliminary economic and financial plan if

these variations may result in a prejudice to the Authority.

In any case, the Issuer shall guarantee and justify in the economic and financial plan that, in the period elapsing

between the subscription of the Concession and the fulfilment of the envisaged investment, it will have the

necessary resources for the construction and exploitation of the Works (by means of a bridge loan or a

contribution of additional own resources from the Issuer).

The economic and financial plan must be approved by the Authority within 2 months and will be incorporated

into the Concession. The implementation term will be the one stated in the economic and financial plan and

cannot exceed 3 months from the aforementioned approval. The economic and financial plan shall be considered

fully implemented once all the relevant contracts contemplated in it have been entered into by the parties.

Capital Structure

The capital structure of the Issuer is mainly regulated in clause 23.2 of the Terms of Tender. In accordance with

such clause, the share capital of the Issuer shall be at least equal to the 20% of the total initial investment. At the

time of the constitution of the Issuer, the share capital shall be (i) entirely subscribed, and (ii) at least 25% shall

be paid-up. The total share capital shall be paid within two years of the Issuer being constituted in one or more

payments. The share capital may not be reduced without the corresponding authorisation by the Authority.

The Construction Contract

The Construction Contract was entered into on 31 July 2013 by the Issuer and the Contractor. It is governed by

Spanish law. Under Spanish law, a "Unión Temporal de Empresas" or joint venture vehicle (a JVV) is a

temporary (commercial) association whose partners are jointly and severally liable for the JVV's obligations.

The purpose of the Construction Contract is to pass from the Issuer to the Contractor those risks, liabilities and

obligations of the Issuer contained in the Concession Agreement which relate to the execution of the Works and

the remedying of defects therein. Accordingly, the Construction Contract is back-to-back with the provisions of

the Concession Agreement for the development of the Works and contains a full pass through of the design and

construction risks, liabilities and obligations assumed by the Issuer in the Concession Agreement, subject, save

some exceptions, to agreed liability caps.

The Construction Contract is a lump sum, turnkey contract, which provides for:

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

(b) a fixed delivery period.

Term

The Works had to be completed within 22 and 24 months, depending on the Road section, and according to the

timeline attached to the Construction Contract, from the date of issuance of the Start-up Certificate (Acta de

Comprobación de Replanteo) on 11 July 2013. These terms are measured until the issuance of the Completion

55

Certificate (Acta de Comprobación de las Obras). In any event, Works had to be finished within 29 months and

31 months, depending on the Road section, from the execution date of the Concession Agreement.

Finally, the Works for all Road sections were completed on 11 May 2015.

Bonding requirements

The obligations of the Contractor under the Construction Contract are secured by one or more bonds that are

payable on first demand to the Issuer (the Construction Performance Bonds).

The Construction Performance Bonds have been issued as follows:

(a) 2 performance bonds for an amount equal to €3,594,114 each in favour of the Issuer, issued by Banco

Santander, S.A. on 7 and 8 August 2013, respectively, to guarantee the obligations of the advance

payments given by the Issuer to the Contractor. This performance bond mirrors the Concession

Performance Bond; and

(b) 2 performance bonds for an amount equal to €10,999,842 each issued by Banco Bilbao Vizcaya

Argentaria, S.A. on 31 July 2013 and 1 August 2013, respectively, to guarantee the obligations of the

Contractor under the Construction Contract.

Contractor's Obligations

The Contractor is required to design, execute and complete the Works, and remedy defects therein, in

accordance with the Construction Contract. The Contractor is also required to obtain and maintain all insurance

policies requested by the Issuer in relation to the Works. In particular, the Contractor will have to obtain and

maintain the following insurance policies:

(a) an all risk works' insurance policy covering risks for a total amount of €148,204,555.43. Such

insurance policy will include two additional insurance policies:

(i) a civil liability risks insurance policy covering risks for a total amount of €3,000,000; and

(ii) an advance loss of profit insurance policy covering risks for a total amount of €20,785,416.67;

(b) an accident insurance policy covering risks during the term of the Construction Contract with the

following conditions:

(i) the persons covered under the insurance policy shall be technical experts from the Authority;

and

(ii) risks will be covered for a total amount of €600,000.

The Construction Contract contemplates the execution of Works, and payment for such Works, in accordance

with "milestones" or "phases".

Construction Price

In consideration of the performance by the Contractor of its obligations under the Construction Contract, the

Issuer agrees to pay the Contractor a fixed design and build price. The aggregate consideration for the Works is

€146,664,553, plus VAT (the Construction Price).

The Construction Price is payable in monthly instalments against the achievement of pre-agreed milestones. The

monthly invoice for payment is based on the value of the Works carried out by the Contractor during the

preceding month and shall show the basis upon which the monthly invoice is calculated.

The Construction Price has already been paid.

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Back-to-Back Principle

The underlying principle of the Construction Contract is that the Contractor assumes under the Construction

Contract all the risks, liabilities and obligations of the Issuer under the Concession 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 Contractor under the Construction Contract, subject, save

some exceptions, to agreed liability caps.

The Contractor will only be entitled under the Construction Contract to obtain the same additional payment,

indemnification, extension of time or other relief or benefit as the Issuer receives under the Concession

Agreement, to the extent it relates to the Works or affects the rights and obligations of the Contractor under the

Construction Contract.

Defects liability

The Contractor is liable to the Issuer for any penalties or deductions to the Issuer regarding the Availability

Payment imposed by the Authority due to any defects in the Works. Liability of the Contractor under this

circumstance is not subject to any liability cap as explained below.

The Contractor is responsible for remedying any defects in the Works.

Contractor's Default

In the event of a breach by the Contractor of its obligations under the Construction Contract, the Issuer's rights

include, among others:

(a) claiming compensation; or

(b) enforcing the Construction Performance Bonds (through the Security Agent as established in the Direct

Agreement).

Penalties and Limitation of liability

The Contractor's aggregate liability under the Construction Contract to the Issuer is subject to a maximum cap

of 45% of the Construction Price.

The maximum cap of 45% does not apply: (i) in any case of fraud, negligence or wilful misconduct by the

Contractor; (ii) if such limitation of liability is expressly prohibited by applicable law; (iii) in case of any

complaint by a third party or the Authority in relation to the Works for reasons attributable to the Contractor;

(iv) in case of damages and prejudices (daños y perjuicios), sanctions or penalties imposed by the Authority to

the Issuer in case of latent defects in the Works for reasons attributable to the Contractor; or (v) to any moneys

paid by the insurance companies which are not destined to repair the Works and those amounts not paid by the

insurance companies as a consequence of the Contractor failing to meet the requirements needed to claim for the

insurance compensation.

57

SELECTED HISTORICAL FINANCIAL INFORMATION

The tables set forth below, for the periods indicated, selected information derived from the audited financial

statements of the Issuer for the years ending 31 December 2013 and 31 December 2014 (together the Financial

Statements). The selected historical financial information set forth below should be read in conjunction with the

auditor's reports, Financial Statements and notes thereto of the Issuer contained in the Annexes 1 and 2 to this

Offering Circular. The information below is not necessarily indicative of the results of future operations.

Summary of audited financial information for the years ending 31 December 2013 and 31 December 2014

Basis of Preparation and Accounting Policies

The audited Financial Statements of the Issuer for the relevant periods were prepared in accordance with the

Spanish GAAP.

For the purposes of the summary of audited financial information, the accounting policies applied are those as

set out in the Note 3 of the Financial Statements of the Issuer included in Annex 1 and Annex 2 to this Offering

Circular.

Income Statement Information

The table below shows a summary of the historic income audited statement for the years ending 31 December

2013 and 31 December 2014:

Amounts in € thousands(audited)

2013 2014

Net Sales 46,839.3 106,926.4

Other Revenue 3.1 0.2

Cost of Sales (31,710.5) (90,650.0)

Personnel expenses (137.0) (139.0)

Other operating expenses (12,756.0) (3,836.2)

Depreciation and amortisation (1.3) (3.0)

Other non-deductible expenses - 22.1

Operating income 2,238.2 12,277.0

Financial income 22.1 16.0

Financial expenses (494.5) (4,491.0)

Consolidated income before tax 1,766.0 7,801.3

Income taxes (530.0) (2,347.1)

Net income 1,236.0 5,454.3

Source: audited financial statements included in Annex 1 and Annex 2 to this Offering Circular.

Balance Sheet Information

The table below shows a summary of the historic balance sheet audited for the years ending 31 December 2013

and 31 December 2014:


2013 2014

Non-current assets 49,738.2 158,784.0

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Current assets 1,017.0 4,468.0

Total assets 50,755.0 163,252.0

Equity 9,508.1 38,165.0

Non-current liabilities 31,319.5 123,800.0

Current liabilities 9,927.4 1,287.4

Total liabilities 50,755.0 163,252.0


Cash Flow Information

The table below shows a summary of the audited statement of cash flow for the two years ending 31 December

2013 and 31 December 2014:


2013 2014

Cash used in operating activities (43,329.0) (112,329.0)

Cash generated from financing

activities35,132.0 115,962.4

Net (decrease)/increase in cash and cash

equivalents(8,206.5) 3,626.0


59

SUMMARY OF THE FINANCE DOCUMENTS

Security Trust and Subordination Deed

The Issuer, the Shareholders, the Security Agent, the Bond Trustee, the Agent and the Account Bank have

entered into the English law governed Security Trust and Subordination Deed on the Closing Date. The Security

Trust and Subordination Deed, among other things, governs the relationships and rights and obligations among

the Shareholders and the Secured Creditors (as described below), including, without limitation, the ranking of

their claims against the Issuer, the enforcement of the Security and the turnover of proceeds received by the

Shareholders or the Secured Creditors and application of such proceeds and proceeds from an enforcement of

the Security by the Security Agent.

Prior to the Final Discharge Date, the Shareholders may not take certain enforcement action in respect of the

Shareholder Liabilities unless the Security Agent has agreed.

The Security Trust and Subordination Deed contains provisions in respect of the Security Agent's holding of the

Security on behalf of the Secured Creditors, by way of a parallel debt mechanism whereby the Issuer agrees to

pay the Security Agent, as an independent and separate creditor, an amount equal to the amount which it owes to

a Secured Creditor (including the Security Agent) under or in connection and in accordance with the Finance

Documents.

All amounts received or recovered by the Security Agent pursuant to the terms of the Shareholder Documents

and the Finance Documents or in connection with the realisation or enforcement of the Security are to be

applied by the Security Agent in accordance with the Post-Enforcement Priority of Payments (See "Transaction

Overview – Post-Enforcement Priorities of Payments" above).

Account Bank Agreement

The Finance Documents require the Issuer to operate the Accounts in accordance with the English law governed

Account Bank Agreement between the Issuer, the Account Bank, the Bond Trustee and the Security Agent.

Under the Account Bank Agreement, the Issuer appoints Banco Bilbao Vizcaya Argentaria, S.A. as the Account

Bank and must maintain the General Account, Debt Service Reserve Account, Maintenance Reserve Account,

Insurance and Disposal Proceeds Account and (if opened) the Expropriation Reserve Account, in the name of

the Issuer at the Account Bank.

All amounts payable to or receivable by the Issuer including but not limited to income from the Project must be

promptly paid into the General Account, subject to certain exceptions including in the case of amounts required

to be paid into other Project Accounts.

The Issuer may only withdraw from the General Account for the purposes and in the order specified in the

Account Bank Agreement. For more details on this payment waterfall, see "Transaction Overview – Pre-

Enforcement Priorities of Payment" above.

Bond Trust Deed

The Issuer and Bond Trustee have entered into an English law governed Bond Trust Deed on the Closing Date

under which, among other things, the Bonds were constituted and the Issuer's covenant to the Bond Trustee

(which holds the benefit of the covenant on trust for the Bondholders) to pay the principal and interest on the

Bonds in accordance with the Conditions is provided for.

Agency Agreement

Pursuant to the Agency Agreement entered into between the Issuer, the Bond Trustee and the Agent on the

Closing Date, provision has been made for, among other things, payment of principal and interest in respect of

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the Bonds. The Agency Agreement (and any non-contractual obligations arising out of or in connection with it)

is governed by English law.

Direct Agreement

The Contractor, the Issuer and the Security Agent (acting in its own name and in the name and on behalf of the

Secured Creditors) have entered into a direct agreement, governed by Spanish law, under which the Contractor

assumes certain responsibilities in favour of the Secured Creditors with the aim of mitigating the potential

construction risks related to the Works. The Direct Agreement replaces the former direct agreement entered into

between the Contractor, the Issuer and certain financial entities on 31 July 2013 and amends several clauses of

the Construction Contract described in the section of this Offering Circular headed "Description of the

Concession Agreement and the Construction Contract" to adapt it to the issue of the Bonds and financing of the

Project.

Under the Direct Agreement, the Contractor and the Issuer shall not amend, desist from their rights and

obligations and/or subrogate a third party in their contractual position under the Construction Contract without

the prior written consent of the Security Agent, except if such amendments are mandatorily requested by the

Authority. The Contractor shall notify the Issuer, the Security Agent and the Technical Adviser of any event that

may entitle the Contractor to terminate the Construction Contract early. In this case a negotiation period and a

restructuring plan process will be opened.

The Direct Agreement shall remain in force as long as the obligations of the Contractor under the Construction

Contract are outstanding.

Initial Security Documents

On the Closing Date, the following Initial Security Documents have been granted:

(a) a Spanish law deed (póliza) of a first ranking non-possessory pledge granted by the Issuer over the

credit rights, present and future, arising in its favour from: (i) the Project Documents, (ii) certain

Insurances with regard to the Project, (iii) and any letter of credit (avales) granted with regards to the

Project, including the Expropriation Letters of Credit and the Construction Performance Bonds,

attested by the Notary Public of Madrid, Mr. Javier Navarro-Rubio Serres;

(b) a Spanish law deed (póliza) of a first ranking pledge granted by the Issuer over the credit rights arising

in its favour from the Project Accounts, attested by the Notary Public of Madrid, Mr. Javier Navarro-

Rubio Serres; and

(c) a Spanish law deed (póliza) of a first ranking pledge granted by the Shareholders over the Issuer's share

capital, attested by the Notary Public of Madrid, Mr. Javier Navarro-Rubio Serres.

As indicated in the section of this Offering Circular “Risks Factors – Risk Factors Relating to the Security” the

validity and effectiveness of such documents are subject to the fulfilment of a condition subsequent (condición

suspensiva) and completion of certain perfection requirements.

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TERMS AND CONDITIONS OF THE BONDS

The following are the terms and conditions of the Bonds (the Conditions, which expression means, in relation to

the Bonds, these terms and conditions endorsed on or incorporated by reference into the Bond or Bonds, as

from time to time modified in accordance with the provisions of the Trust Deed),

The €184,500,000 3.169 per cent. senior bonds, to be secured as provided for in Condition 3 (Security), due 31

December 2041 (the Bonds, which expression, unless the context otherwise requires, includes any Further

Bonds) of Sociedad Concesionaria Autovía de la Plata, S.A., a company incorporated under the laws of the

Kingdom of Spain, with tax identification number A-86591278 (the Issuer) are constituted by a trust deed (the

Trust Deed) entered into on 27 May 2015 by the Issuer and BNP Paribas Trust Corporation UK Limited, a

limited liability company incorporated under the laws of England and Wales with registered number 04042668

and whose registered office is, as at the Closing Date, at 55 Moorgate, London EC2R 6PA, United Kingdom, as

trustee for the Bondholders (in such capacity, the Bond Trustee) and represented in uncertificated,

dematerialised book-entry form in Iberclear. Pursuant to article 6 of the Law 24/1988, of 28 July, on the

Securities Market, the Issuer has filed the private issuance document (documento privado de emisión) with the

CNMV and Iberclear, which describes the terms and conditions of the Bonds.

The obligations to pay all amounts owing in respect of the Bonds will be secured pursuant to the Security

Documents. The Security to be constituted by the Security Documents will be held by BNP Paribas Trust

Corporation UK Limited, a company incorporated under the laws of England and Wales with registered number

04042668 and whose registered office is, as at the Closing Date, at 55 Moorgate, London EC2R 6PA, United

Kingdom, as security agent for the Bondholders and the other Secured Creditors (in such capacity, the Security

Agent). The Security Agent is appointed to act in such capacity under the security trust and subordination deed

(the Security Trust and Subordination Deed) entered into on 27 May 2015 by, among others, the Issuer, the

Bond Trustee and the Security Agent. The Security Agent has agreed in the Security Trust and Subordination

Deed to have the benefit of and to be bound by the terms of these Conditions.

Under an agency agreement (the Agency Agreement) entered into on 27 May 2015 by, among others, the Issuer

and Banco Bilbao Vizcaya Argentaria, S.A., a company incorporated under the laws of Spain, whose registered

office is, as at the Closing Date, at C/Sauceda 28, Ed. Oceanía 1ª Planta, 28050 Madrid, as agent (in such

capacity, the Agent), provision is made for the payment of principal, premium (if any) and interest in respect of

the Bonds.

The statements in these Conditions include summaries of, and are subject to, the detailed provisions of and

definitions in the Finance Documents. Copies of the Finance Documents are available for inspection by prior

appointment during normal business hours by the Bondholders at the registered office of the Agent.

The Bondholders are entitled to the benefit of, are bound by, and are deemed to have notice of, all the provisions

of the Finance Documents applicable to them.

The issue of the Bonds was authorised by resolutions of the shareholders' general meeting and the board of

directors of the Issuer passed on 28April 2015 and 28April 2015, respectively.

1. FORM, DENOMINATION AND STATUS

1.1 Form and denomination

The Bonds are in uncertificated, dematerialised book-entry form (anotaciones en cuenta) in euro in an

aggregate nominal amount of €184,500,000 and denominations of €100,000.

1.2 Status of the Bonds

The Bonds constitute direct, senior and unconditional obligations of the Issuer, to be secured on a first

priority basis as contemplated in Condition 3 (Security), and upon insolvency of the Issuer will rank

62

pari passu among themselves (unless, with respect to a Bondholder, the Bonds qualify as subordinated

claims pursuant to article 92 and subsequent to Law 22/2003 (Ley Concursal) of 9 July 2003, as

amended, and save for such obligations that may be preferred by provisions of law that are mandatory

and of general application).

1.3 ISIN Code

The Spanish National Numbering Agency (Agencia Nacional de Codificación de Valores Mobiliarios)

has assigned the following ISIN to the Bonds: ES0205068002.

2. REGISTER, TITLE AND TRANSFERS

2.1 Registration, clearing and settlement

The Bonds are registered with the Spanish Sociedad de Gestión de los Sistemas de Registro,

Compensación y Liquidación de Valores, S.A. Unipersonal, with its registered address at Plaza de la

Lealtad, 1, Madrid (Iberclear) as managing entity of the central registry of the Spanish clearing and

settlement system (Iberclear) that records all aggregate securities balances for each of its participating

entities (entidades participantes) (the Iberclear Members). Each Bondholder's title to the

corresponding principal amount of the Bonds is set out in the registries maintained by the respective

Iberclear Member or Iberclear itself if the Bondholder is an Iberclear Member.

Investors in the Bonds who do not have, directly or indirectly through their custodians, a participating

account with Iberclear may participate in the Bonds through bridge accounts maintained by each of

Euroclear Bank S.A./N.V. (Euroclear) and Clearstream Banking, société anonyme, Luxembourg

(Clearstream, Luxembourg) with Iberclear.

2.2 Title

In accordance with Article 15 of Royal Decree Law 116/1992 of 14 February on the representation of

securities through book entries and clearing and settlement of securities transactions (Real Decreto

116/1992, de 14 de febrero, sobre representación de valores por medio de anotaciones en cuenta y

compensación y liquidación de operaciones bursátiles) (RD 116/1992), each person shown in the

registries maintained by the respective Iberclear Members or Iberclear itself if the Bondholder is an

Iberclear Member, as being a holder of Bonds, shall be considered the holder of the principal amount of

the Bonds recorded therein and Bondholder shall be construed accordingly.

One or more certificates (each a Certificate) attesting to the relevant Bondholder's holding of the

Bonds in the relevant registry will be delivered by the relevant Iberclear Member or, where the

Bondholder is itself an Iberclear Member, by Iberclear (in each case, in accordance with the

requirements of Spanish law and the relevant Iberclear Member's or, as the case may be, Iberclear's

procedures) to such Bondholder upon such Bondholder's request.

Each Bondholder will be treated by the Issuer, Bond Trustee, Security Agent and Agent (except as

otherwise required by Spanish law) as the legitimate owner of the relevant Bonds for all purposes

(whether or not it is overdue and regardless of any notice of ownership, trust or any interest or

annotation of, or the theft or loss of, the Certificate issued in respect of it).

2.3 Transfers

The Bonds are issued without any restrictions on their transferability. In accordance with Article 12 of

RD 116/1992, title to securities represented through book entries (as is the case with regard to the

Bonds) may pass through book transfer. Consequently, the Bonds may be transferred and title to the

Bonds may pass (subject to Spanish law and compliance with all applicable rules, restrictions and

requirements of Iberclear or, as the case may be, the relevant Iberclear Member) upon registration in

the relevant registry of each Iberclear Member and/or Iberclear itself, as applicable.

63

3. SECURITY

(a) Under the Security Documents, the Security will be granted by the Issuer and the Shareholders to

secure the Secured Liabilities. The Security will be granted to the Security Agent for the benefit of the

Security Agent and the Secured Creditors in accordance with the terms of the Security Trust and

Subordination Deed. Each Bondholder, by subscribing to, purchasing or otherwise acquiring a Bond,

shall be deemed: (i) to have authorised the Bond Trustee and the Security Agent to enter into the

Security Documents; and (ii) to be bound thereby.

(b) The initial Security will consist of:

(i) a Spanish law first ranking pledge over the Issuer's assignable rights, present and future, and

receivables under:

(A) the Project Documents;

(B) certain Insurances taken out by the Issuer in relation to the Project; and

(C) any letter of credit (avales) granted in favour of the Issuer with regards to the Project,

including the Expropriation Letters of Credit and the Construction Performance

Bonds;

(ii) a Spanish law first ranking pledge over the Project Accounts; and

(iii) a Spanish law first ranking pledge over the Issuer's share capital.

The documents under which the Security described above will be granted are referred to as the Initial

Security Documents.

Under these Conditions and the other Finance Documents, the Issuer will grant additional Security (and

take all necessary action to ensure such Security is granted) to secure the Secured Liabilities over:

(i) future shares comprised in the Issuer’s share capital;

(ii) the Issuer’s assignable rights present and future, and receivables under any Expropriation

Letter of Credit issued after the Closing Date; and

(iii) any Expropriation Reserve Account.

In these Conditions, the assets over which any such Security has been granted to secure the Secured

Liabilities shall be referred to as the Secured Assets.

(c) The Security shall become enforceable if an Enforcement Notice is served. The enforcement of the

Security is provided for under the Security Documents and may be enforced by the Security Agent for

its benefit and the benefit of the Secured Creditors in accordance with Condition 13 (Enforcement) and

the Security Trust and Subordination Deed. The Bondholders may not, individually or collectively,

take any direct action to enforce any rights in their favour under the Security Documents. Subject to

paragraph (e) of Condition 13 (Enforcement), the Bondholders may only act through the Bond Trustee

or the Security Agent, as applicable.

(d) The Security Agent may agree to the extension of the Security created by any of the Security

Documents to Further Bonds in accordance with these Conditions and the other Finance Documents

without requiring any consent of the Bond Trustee or the Bondholders. All Security granted to the

Security Agent on behalf of the Bondholders, the Bond Trustee and the other Secured Creditors under

the Security Documents shall be automatically and unconditionally released to the Issuer and the

Shareholders on the Final Discharge Date.

4. INFORMATION COVENANTS

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So long as any of the Bonds remains outstanding, the Issuer shall comply with the information

covenants set out below.

4.1 Financial Statements

The Issuer shall supply to the Security Agent, the Bond Trustee and the Bondholders in sufficient

copies:

(a) audited financial statements (consolidated if appropriate) of the Issuer (Annual Financial

Statements), and related accountants' reports, within 180 days after the end of each Financial

Year; and

(b) unaudited management accounts (consolidated if appropriate) of the Issuer for the first

financial half-year in each Financial Year (Semi-Annual Financial Statements), within 90

days after the end of such financial half-year.

4.2 Form of Financial Statements

The Issuer shall procure that each set of Financial Statements supplied by it under Condition 4.1

(Financial Statements):

(a) is prepared in accordance with the Accounting Standards and includes a cashflow statement, a

profit and loss statement and a balance sheet; and

(b) gives a true and fair view of or, in the case of any Annual Financial Statements, fairly

represents its financial condition (consolidated or otherwise) as at the date to which those

Financial Statements were drawn up and the results of its operations during such period.

4.3 Notification of Default

The Issuer shall notify the Security Agent, the Bond Trustee and the Bondholders of any Default (and

the steps, if any, being taken to remedy it) as soon as reasonably practicable upon becoming aware of

its occurrence.

4.4 Ratios

(a) The Issuer shall, within 30 days of each Calculation Date, calculate each Ratio in respect of such

Calculation Date on the basis of:

(i) in the case of the Historic DSCR, the most recent unaudited management accounts of the

Issuer in respect of the Relevant Period ending on such Calculation Date; and

(ii) in the case of the Forecasted DSCR and the BLCR, the Financial Model re-run on the basis of

the assumptions used for the Base Case, updated, if necessary in accordance with this

Condition 4.4.

(b) The Issuer shall, in calculating the Forecasted DSCR and the BLCR in accordance with this

Condition 4.4, re-run the Financial Model on the basis of the assumptions used for the Base Case

except that, subject as provided in paragraph (c) below:

(i) Lifecycle Maintenance Costs shall be updated to reflect the amount of Lifecycle Maintenance

Costs actually incurred up to that Calculation Date and expected to be incurred on and after

that Calculation Date;

(ii) Monitored Costs shall be updated to reflect the amount of Monitored Costs actually incurred

up to that Calculation Date;

(iii) Project Income shall be updated to reflect Project Income actually received up to that

Calculation Date; and

65

(iv) tax rates shall be updated to reflect tax rates then in effect (or, if different in respect of future

periods, tax rates that will then be in effect).

(c) If:

(i) the aggregate Lifecycle Maintenance Costs incurred and expected to be incurred up a

particular date is more than the aggregate amount of such costs set out in the Base Case (or, if

different, the most recently approved amount under this paragraph (c)); or

(ii) Monitored Costs for any period differ by more than 50% from the corresponding amount set

out in the Base Case,

the amount of Lifecycle Maintenance Costs and/or Monitored Costs must (where relevant) be first

approved by the Technical Adviser and Insurance Adviser as being costs actually incurred or, in the

case of Lifecycle Maintenance Costs expected to be incurred, which a reasonable and prudent operator

of the Project would expect to incur. If this paragraph (c) applies, the relevant Compliance Certificate

must, where appropriate, be countersigned (where relevant) by the Technical Adviser and/or Insurance

Adviser confirming its/their approval.

(d) The Issuer must ensure that each Ratio calculated under this Condition is calculated:

(i) based on such historic information and forecasts which it believes to be reasonable and, in

respect of such historic information, to reflect accurately actual results;

(ii) in a manner consistent with the provisions of the Concession, the Transaction Documents and

the current Budget in all material respects;

(iii) to the best of its knowledge and belief, in good faith and with due care; and

(iv) otherwise in accordance with this Condition 4.4.

4.5 Updated Base Case

(a) The Issuer may, at any time, prepare an updated Base Case (each an Updated Base Case) which must

be prepared by reference to the Financial Model, but which may include modifications to the

assumptions included and/or the methodology and formulae used in the Financial Model as it deems fit.

(b) The Issuer shall, in relation to each Updated Base Case:

(i) ensure that the modifications to the assumptions included and/or the methodology and

formulae used in the Financial Model are made in good faith and after due and careful

consideration and shall deliver an Officer's Certificate at the same time as it delivers the

Updated Base Case certifying the same; and

(ii) ensure that:

(A) the Technical Adviser and Insurance Adviser (where relevant) approve the Monitored

Costs as being costs actually incurred or, in the case of Lifecycle Maintenance Costs,

expected to be incurred;

(B) the Technical Adviser and Insurance Adviser (where relevant and acting reasonably)

approve the assumptions included in the Financial Model; and

(C) the Financial Model Auditor audits the Financial Model to the extent that there is a

modification in the methodology or formulae used in the Financial Model.

(c) Any Updated Base Case so prepared shall be delivered to the Security Agent, the Bond Trustee and the

Bondholders as soon as reasonably practicable.

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(d) Any Updated Base Case so prepared will be required to be approved by the Bondholders on a Negative

Approval basis within a period of ten Business Days from the date of delivery of the Updated Base

Case to, inter alia, the Bondholders in accordance with Condition 4.5(c) (or, at any time, may be

approved by the Bond Trustee acting on the instructions of the Bondholders pursuant to an Ordinary

Resolution), and once so approved in a manner aforesaid will be considered thereafter as the Base Case

for the purpose of these Conditions.

4.6 Compliance Certificate

(a) The Issuer shall, within 30 days of each Calculation Date, supply to the Security Agent, the Bond

Trustee and the Bondholders a Compliance Certificate. Such Compliance Certificate shall confirm:

(i) the level of each of the Ratios for such Calculation Date;

(ii) that each of the Ratios has been calculated in accordance with the requirements of

Condition 4.4 (Ratios), specifying the results of such calculations and attaching a copy of: (A)

the computations (in reasonable detail) made in respect of the calculation of such Ratios; and

(B) the unaudited management accounts on which the calculations of such Ratio have been

based;

(iii) the level of the Maintenance Reserve Minimum Balance for such Calculation Date; and

(iv) the Distributable Amount as at that Calculation Date.

(b) Each Compliance Certificate shall confirm that, to the best of the knowledge of the Officers signing

such certificate:

(i) the contents of the Compliance Certificate are accurate in all material respects as at the date of

that Compliance Certificate; and

(ii) no Event of Default has occurred or is continuing, or if an Event of Default has occurred and

is continuing, the steps (if any) that are being taken to remedy such Event of Default.

(c) If so required under Condition 4.5 (Updated Base Case) or, in respect of paragraph (a) (iii) above,

Condition 4.4 (Ratio), the Compliance Certificate must be countersigned by the Technical Adviser

and/or the Insurance Adviser.

4.7 Investor Report

The Issuer shall, within 30 days of each Calculation Date, supply to the Security Agent, the Bond

Trustee and the Bondholders, an electronic report in substantially the form set out in Schedule 4 (Form

of Investor Report) to the Trust Deed (an Investor Report).

4.8 Budget

The Issuer shall, no later than the date falling 15 days before the start of each Financial Year, supply to

the Security Agent, the Bond Trustee and the Bondholders an electronic copy of a budget in

substantially the form set out in Schedule 5 (Form of Budget) to the Trust Deed (a Budget).

4.9 Issuer Information

So far as permitted by any applicable law, regulation, order or any binding confidentiality obligations,

the Issuer shall supply to the Security Agent and the Bond Trustee:

(a) upon request by the Bond Trustee (pursuant to an instruction of Bondholders with 25% or

more of the nominal amount of the Bonds then outstanding), an Officers' Certificate

confirming that, to the best of the signatory's knowledge:

(i) the contents of the certificate are accurate in all material respects; and

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(ii) no Default has occurred or is continuing, or if a Default has occurred and is

continuing, steps (which shall be specified) are being taken to remedy such Default;

(b) as soon as reasonably practicable after becoming aware of the same, details of any litigation,

arbitration or administrative proceedings which are current or threatened in writing against the

Issuer, where such proceedings are reasonably likely to be adversely determined and which, if

adversely determined, would have or would be reasonably likely to have a Material Adverse

Effect; and

(c) as soon as reasonably practicable after becoming aware of the same, details of any disputes

under the Project Documents, where such dispute has or would be reasonably likely to have, a

Material Adverse Effect.

4.10 Challenge and Review

(a) If, within ten days following the delivery of the Compliance Certificate, the same has not been

approved on a Negative Approval basis (or, at any time, by the Bond Trustee acting on the instructions

of the Bondholders pursuant to an Ordinary Resolution) the Issuer shall, as soon as reasonably

practicable following notification of the same by the Bond Trustee (hereinafter referred to as a

challenge), provide to the Bond Trustee and the Bondholders for approval on a Negative Approval

basis (or, at any time, by the Bond Trustee acting on the instructions of the Bondholders pursuant to an

Ordinary Resolution) a restated Compliance Certificate (a Restated Compliance Certificate) and re-

calculate the Historic DSCR for the Relevant Period with such changes (if any) as may be required to

ensure that the Ratios are calculated in accordance with Condition 4.4 (Ratios) and the Compliance

Certificate prepared in accordance with Condition 4.6 (Compliance Certificate). The Bond Trustee

shall deliver a copy of the Restated Compliance Certificate to the Security Agent.

(b) Bondholders may only not approve the Compliance Certificate if they consider (acting reasonably and

having provided due justification) that it has not been prepared, and the Ratios have not been

calculated, in each case in accordance with Condition 4 (Information Covenants) or:

(i) they consider (acting reasonably and having provided due justification) that there is an error

in:

(A) the computations made in respect of the calculation of the Ratios contained in the

Compliance Certificate;

(B) the unaudited management accounts on which the calculations of such Ratio have

been based; or

(C) any of the information required to support the updates to the assumptions in

accordance with Condition 4.4 (Ratios); and

(ii) if the error described in paragraph (b)(i) above were corrected, would result in any of the

Ratios for any Relevant Period being:

(A) less than 1.05:1 for that Relevant Period in circumstances when the Ratio for the

same Relevant Period set out in the Compliance Certificate was more than or equal to

1.05:1; or

(B) less than 1.15:1 for that Relevant Period in circumstances when the Ratio for the

same Relevant Period as set out in the Compliance Certificate was more than or equal

to 1.15:1.

(c) If, within ten days of the Bondholders receipt of a Restated Compliance Certificate, that Restated

Compliance Certificate has not been approved by the Bondholders on a Negative Approval basis (or, at

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any time, by the Bond Trustee acting on the instructions of the Bondholders pursuant to an Ordinary

Resolution), the Issuer must provide a further Restated Compliance Certificate in accordance with

paragraph (a) above. The Issuer's and the Bondholders' respective rights under this paragraph (c) and

paragraph (a) above shall subsist until the Issuer, at its own cost, appoints and instructs the Technical

Adviser or such other expert as may be agreed between the Issuer and the Bond Trustee (the person so

appointed or instructed, the Independent Expert) to investigate the relevant statement(s),

computation(s) or ratio(s) that is/are the subject of the challenge.

(d) Any Independent Expert appointed pursuant to paragraph (c) above shall undertake to provide a report

of its conclusions to the Issuer and the Bond Trustee within 30 days of receipt of instructions pursuant

to paragraph (c) above, which report shall be binding and conclusive as to the challenge in respect of

which that Independent Expert is appointed. The Issuer shall deliver such report to the Bondholders in

accordance with these Conditions.

(e) The Issuer may not make a Restricted Payment or make any transfer to the Distributions Account

during the period starting on (and including) the date on which the Compliance Certificate is delivered

to (but excluding) the later of:

(i) the date falling ten days from such date; and

(ii) in the event of a challenge by the Bond Trustee in accordance with the provisions of paragraph

(a) above: (A) where no Independent Expert is required to be instructed, the date falling ten

days after the Bond Trustee's receipt of a Restated Compliance Certificate; and (B) where an

Independent Expert is required to be instructed, the date on which the Independent Expert

announces its conclusions and the Issuer has, to the extent necessary and as soon as reasonably

practicable following the conclusion of the challenge and review process, delivered a further

Restated Compliance Certificate reflecting such conclusions.

(f) Any Restated Compliance Certificate delivered under this Condition shall, for all purposes, be deemed

to be the Compliance Certificate for the relevant Calculation Date.

(g) Any challenge or review of a Compliance Certificate or, as the case may be, Restated Compliance

Certificate shall, for the avoidance of doubt, terminate on the passing of an Ordinary Resolution

pursuant to this Condition 4.10.

4.11 Investor Website

(a) Except as provided below, the Issuer shall maintain a website which shall be accessible to the

Bondholders (the Investor Website). Bondholders shall be given access to this website through a

password provided to them by or on behalf of the Issuer upon proof (in the form of a Certificate) from

such Bondholder that it is a holder of Bonds. Without prejudice to its obligations to maintain an

Investor Website, the Issuer may designate a third party to operate and manage the Investor Website on

its behalf.

(b) The Issuer shall ensure that all information that is required to be supplied by the Issuer to the

Bondholders under and pursuant to these Conditions is published on the Investor Website. The Issuer

shall also ensure that a notice is published on MARF (on the Boletín Diario MARF) stating that such

information as is required to be published on the Investor Website under and pursuant to these

Conditions is available for viewing by the Bondholders.

(c) The Issuer shall be deemed to have complied with its obligations under paragraph (b) above upon the

date which is the later of the: (i) day of publication of the information on the Investor Website; and (ii)

day on which notice is published on MARF (on the Boletín Diario MARF) stating that such

information that is required to be published on the Investor Website has been published. If any such

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publication under paragraph (i) or (ii) above is made later than 5.00pm (Madrid time), the day of

publication under such paragraphs shall be deemed to be the next Business Day.

(d) The Issuer shall ensure that Bondholders are notified (which may be by email alert from the Investor

Website or otherwise) of any information that is published on such Investor Website. Any requirement

in these Conditions to notify or supply information to Bondholders will be satisfied upon the sending of

any such notice to the Bondholders notifying them of the publication of any such information on the

Investor Website.

(e) The Issuer shall as soon as reasonably practicable upon becoming aware of its occurrence, notify the

Bondholders if:

(i) the Investor Website cannot be accessed for a period of five Business Days; or

(ii) the Investor Website or any information on the website is infected by any electronic virus or

similar software for a period of five Business Days.

(f) If the circumstances in paragraphs (e)(i) or (ii) above occur, the Issuer shall supply all information

required to be delivered to the Bondholders to the Agent and shall notify Bondholders that such

information is available to them at the registered office of the Agent.

5. GENERAL COVENANTS

So long as any of the Bonds remain outstanding, the Issuer shall comply with the covenants set out

below.

5.1 Status, Powers and Authority

(a) The Issuer shall maintain its existence as a company, duly incorporated and validly existing under the

laws of its jurisdiction of incorporation and the power and authority to own its assets and carry on its

business as it is being conducted from time to time.

(b) The Issuer shall ensure that it has (or will have at all relevant times) the power to enter into, perform

and deliver the Transaction Documents to which it is or will be a party and the transactions

contemplated by those Transaction Documents and that it has taken (or will take at all relevant times)

all necessary action to authorise its entry into, performance of and delivery of the Transaction

Documents to which it is or will be a party and the transactions contemplated by those Transaction

Documents.

5.2 Authorisations

The Issuer shall promptly:

(a) obtain, comply with and do all that is necessary to maintain in full force and effect, any

Authorisation required under any law or regulation of any of its Relevant Jurisdictions to:

(i) enable it to perform its material obligations under the Transaction Documents;

(ii) ensure the legality, validity, enforceability or admissibility in evidence of any

Transaction Document; and

(iii) carry on its business; and

(b) supply certified copies of any such Authorisation to the Bond Trustee (acting in accordance

with the Trust Deed) as soon as reasonably practicable upon written request of the Bond

Trustee,

save, in each case, where failure to do so would not have or would not reasonably be likely to have a


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5.3 Constitutional Documents

The Issuer may not, without the prior written consent of the Bond Trustee (acting on the instructions of

the Bondholders by Extraordinary Resolution in accordance with the Trust Deed), change its

constitutional documents, save for any amendment which could not be expected to be materially

prejudicial to the interests of the Bondholders.

5.4 Compliance with laws

The Issuer shall comply in all respects with all authorisations, laws and regulations to which it or the

Bond may be subject, save where failure to do so would not have or would not reasonably be likely to

have a Material Adverse Effect.

5.5 Environmental Compliance

The Issuer shall:

(a) comply with all Environmental Laws;

(b) obtain and ensure compliance with all requisite Environmental Permits; and

(c) implement procedures to monitor compliance with and prevent liability under any

Environmental Law,

in each case, where failure to do so would have or would be reasonably likely to have a Material

Adverse Effect.

5.6 Binding Obligations

(a) Subject to the Legal Reservations, the Issuer shall ensure that the obligations expressed to be assumed

by it in each Transaction Document to which it is a party are legal, valid, binding and enforceable

obligations.

(b) Without limiting the generality of paragraph (a) above, the Issuer shall ensure that each Security

Document to which it is a party creates the Security Interests over the Secured Assets which that

Security Document purports to create and those Security Interests are valid and effective and are not

subject to any prior or pari passu Security Interests, other than any Permitted Security.

5.7 Non-Conflict

The Issuer shall ensure that the entry into and performance by it of, and the transactions contemplated

by, the Transaction Documents to which it is party do not and will not conflict with:

(a) any law or regulation applicable to it and which is material in the context of the transactions

contemplated in the Transaction Documents;

(b) its constitutional documents; or

(c) any agreement or instrument binding upon it or any of its assets or constitute a default or

termination event (however described) under any such agreement or instrument,

in each case to the extent that such conflict or conflicts would have or be reasonably likely to have a


5.8 Securities Compliance

(a) The Issuer shall not, and shall use its best endeavours to ensure that none of its director, officer, agent,

employee or other person associated with or acting on behalf of the Issuer shall: (i) use any corporate

funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political

activity; (ii) make any direct or indirect unlawful payment to any foreign or domestic government

71

official or employee from corporate funds; (iii) violate any provision of the U.S. Foreign Corrupt

Practices Act of 1977 or the UK Bribery Act 2010 or any anti-bribery or anti-corruption law or

regulation to which it is subject in any jurisdiction; or (iv) make, offer or promise to make, or authorise

the payment or giving of any bribe, rebate, payoff, influence payment, facilitation payment, kickback

or other unlawful payment or gift of money or anything of value prohibited under any law or regulation

to which it is subject.

(b) The Issuer shall use its best endeavours to ensure that its operations are conducted at all times in

compliance with applicable financial record keeping and reporting requirements and all money

laundering statutes, the rules and regulations in Spain and any related or similar rules, regulations or

guidelines, issued, administered or enforced by any governmental agency having jurisdiction over it

(the Money Laundering Laws).

5.9 Taxation

The Issuer shall pay and discharge all Taxes imposed upon it or its assets within the time period

allowed without incurring penalties unless and only to the extent that:

(a) such payment is being contested in good faith;

(b) adequate reserves are being maintained for those Taxes and the costs required to contest them

and such reserves have been disclosed in its latest Financial Statements supplied under

Condition 4.1 (Financial Statements);

(c) such payment can be lawfully withheld; or

(d) failure to pay those Taxes does not have or is not reasonably likely to have a Material Adverse

Effect.

5.10 Merger

The Issuer shall not enter into any amalgamation, demerger, merger, consolidation or corporate

reconstruction other than any which is or which arises as part of a Permitted Transaction.

5.11 Change of Business

The Issuer undertakes to carry on only the Permitted Business.

5.12 Acquisitions

(a) Except as permitted under paragraph (b) below, the Issuer shall not:

(i) acquire a company or any shares or securities or a business or undertaking (or, in each case,

any interest in any of them); or

(ii) incorporate a company.

(b) Paragraph (a) above does not apply if the relevant acquisition or incorporation is or arises as part of:

(i) a Permitted Acquisition; or

(ii) a Permitted Transaction.

5.13 Joint Ventures

(a) Except as permitted under paragraph (b) below, the Issuer shall not:

(i) enter into, invest in or acquire (or agree to acquire) any shares, stocks, securities or other

interest in any Joint Venture; or

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(ii) transfer any assets or lend to or guarantee or give an indemnity for or give any Security

Interest for the obligations of a Joint Venture or maintain the solvency of or provide working

capital to any Joint Venture (or agree to do any of the foregoing).

(b) Paragraph (a) above does not apply to a Joint Venture which is or which arises as part of:

(i) a Permitted Acquisition; or


5.14 Pari Passu Ranking

The Issuer shall do nothing to cause the ranking of the Bonds to be otherwise than as described in

Condition 1.2 (Status of the Bonds).

5.15 Negative Pledge

(a) Except as permitted under paragraph (b) below:

(i) the Issuer shall not create or permit to subsist any Security Interest over any of its assets; and

(ii) the Issuer shall not:

(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 (any such

arrangement or transaction, Quasi-Security).

(b) Paragraph (a) above does not apply to any Security Interest or Quasi-Security which is or which arises

as part of:

(i) Permitted Security;

(ii) a Permitted Disposal; or

(iii) a Permitted Transaction.

5.16 Disposals

(a) Except as permitted under paragraph (b) below, the Issuer shall not 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.

(b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposal which is or which

arises as part of:

(i) a Permitted Disposal;

(ii) Permitted Payment; or

(iii) a Permitted Transaction.

5.17 Arm's Length Basis

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(a) Except as permitted by paragraph (b) below, the Issuer shall not enter into any transaction with any

person, except on arm's length terms and for fair market value.

(b) Paragraph (a) above does not apply to any transaction which is or which arises as part of:

(i) the payment of fees, costs and expenses payable under the Finance Documents in the amounts

set out in, or determined in accordance with, the Finance Documents;

(ii) a Permitted Transaction; or

(iii) any other transaction expressly permitted by the Finance Documents.

5.18 Loans or Credit

(a) Except as permitted under paragraph (b) below, the Issuer shall not be a creditor in respect of any

Financial Indebtedness.

(b) Paragraph (a) above does not apply to any loan or credit which is or which arises as part of:

(i) a Permitted Loan; or


5.19 No Guarantees or Indemnities

(a) Except as permitted under paragraph (b) below, the Issuer shall not incur or allow to remain

outstanding any guarantee in respect of any obligation of any person.

(b) Paragraph (a) above does not apply to a guarantee which is or which arises as part of:

(i) a Permitted Guarantee; or


5.20 Restricted Payments

(a) Except as permitted under paragraph (c) below, the Issuer shall not make a Restricted Payment unless

the payment is made from amounts standing to the credit of the Distribution Account.

(b) The Issuer shall not make any transfer to the Distribution Account unless:

(i) each of the Restricted Payment Conditions is satisfied and a Compliance Certificate has been

delivered in accordance with Condition 4.6 (Compliance Certificate) confirming the same;

(ii) the transfer is in an amount which is not more than the Distributable Amount; and

(iii) the time at which the transfer is made from the General Account to the Distribution Account

does not fall within a period in which a Restricted Payment may not be made pursuant to

paragraph (e) of Condition 4.10 (Challenge and Review).

(c) Paragraph (a) above does not apply to a payment which is or which arises as part of:

(i) paragraph (a), (b) or (c) of the definition of Permitted Payment; or


5.21 Restricted Investments

(a) Except as permitted under paragraph (b) below, the Issuer shall not invest in, own or otherwise

participate in any investments other than those which are necessary for the performance of the Project.

(b) Paragraph (a) above does not apply to any Permitted Investments.

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5.22 Financial Indebtedness

(a) Except as permitted under paragraph (b) below, the Issuer shall not incur or allow to remain

outstanding any Financial Indebtedness.

(b) Paragraph (a) above does not apply to Financial Indebtedness which is or which arises as part of:

(i) Permitted Financial Indebtedness; or


5.23 Amendments to Finance Documents

The Issuer shall not amend, vary, novate, supplement, supersede, waive or terminate any term of a

Finance Document, except in accordance with the terms of such Finance Document.

5.24 Project Documents

(a) The Issuer shall at all times comply with and perform all of its material obligations under and in

connection with the Project Documents to which it is a party, to the extent that a failure to comply or

perform would have or be reasonably likely to have a Material Adverse Effect.

(b) The Issuer shall not make any material amendments to any term or waive, assign, transfer or suspend

all or any part of a Project Document or enter into any other material contract or other material

commercial arrangement unless:

(i) it is required to do so by law or regulation;

(ii) it is permitted to do so under the terms of these Conditions or the other Finance Documents;

(iii) the same is required for the purposes of carrying out the Permitted Business and:

(A) it is an amendment to the Construction Contract to provide for payment of a

Contractor Bonus which, in the determination of the Issuer acting in good faith:

(I) is payable from additional Project Income not previously forecasted in the

Base Case; and

(II) could not reasonably be expected to be materially prejudicial to the

Bondholders;

(B) it is an amendment to the Construction Contract to provide for payments to the

Contractor of amounts originally payable under and in accordance with the

Construction Contract in advance of the scheduled payment dates set out therein to

the extent that the Contractor completes the Works prior to 11 July 2015;

(C) if the same is to enter into a Lifecycle Contract:

(I) the counterparty to such Lifecycle Contract has adequate legal power and

authority to enter into such Lifecycle Contract and be bound by the

obligations assumed by it thereunder; and

(II) the Technical Adviser has confirmed that: (1) the counterparty has, in its

view, the technical capacity to carry out the services required of it under

such Lifecycle Contract; and (2) the amount of Lifecycle Maintenance Costs

payable under such Lifecycle Contract are not more than the aggregate

amount of such costs set out in the Base Case (or, if different, the most

recently approved amount under paragraph (c) of Condition 4.4 (Ratios));

(D) if the same is to enter into an O&M Agreement:

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(I) the Operator under such O&M Agreement has adequate legal power and

authority to enter into such O&M Agreement and be bound by the

obligations assumed by it thereunder; and

(II) if the O&M Agreement is in respect of services affecting 50% or more of

the Monitored Costs set out in the Base Case which are forecast to be

incurred by the Issuer in each future period, the Technical Adviser has

confirmed that the Operator has, in its view, the technical capacity to carry

out the services required of it under such O&M Agreement; or

(E) it is to enter into a Project Document of the type referred to in paragraph (e) of the

definition of Project Documents,

and, in the case of paragraphs (b)(iii) (A), (B) and (D) above, the Issuer has delivered an Officer's

Certificate confirming the same to the Security Agent and the Bond Trustee.

(c) Without prejudice to paragraph (b)(iii) above, the Issuer shall, prior to entering into: (i) any O&M

Agreement of the type referred to in paragraph (b)(iii)(D)(II) above; or (ii) any amendment to the

Construction Contract (each a Relevant Project Document), notify the Security Agent, the Bond

Trustee and the Bondholders in accordance with Condition 4.11 (Investor Website) and Condition 18

(Notices) of its intention to enter into the Relevant Project Document (and provide to the Security

Agent, the Bond Trustee and the Bondholders a copy of the proposed Relevant Project Document). The

Issuer may not enter into any such document unless the same has been approved by the Bondholders on

a Negative Approval basis within ten Business Days of their receipt thereof (or, at any time, by the

Bond Trustee acting on the instructions of the Bondholders pursuant to an Ordinary Resolution).

5.25 Project Accounts

(a) The Issuer shall ensure that:

(i) each Project Account is opened, maintained and funded in accordance with the Account Bank

Agreement; and

(ii) each Project Account is subject to valid Security under the Security Documents.

(b) The Issuer shall ensure that, as at each Calculation Date, an amount equal to the Debt Service Reserve

Minimum Balance (or, if less, the amount required to be credited to the Debt Service Reserve Account

in accordance with the Account Bank Agreement) is credited to the Debt Service Reserve Account, as

at each Calculation Date, and shall only withdraw amounts or permit withdrawals of amounts from

such account in accordance with the Finance Documents.

(c) The Issuer shall ensure, as at each Calculation Date, that an amount equal to the Maintenance Reserve

Minimum Balance (or, if less, the amount required to be credited to the Maintenance Reserve Account

in accordance with the Account Bank Agreement) is credited to the Maintenance Reserve Account, as

at each Calculation Date, and shall only withdraw amounts or permit withdrawals of amounts from

such account in accordance with the Finance Documents.

(d) The Issuer shall ensure that:

(i) the aggregate amount available for drawing under Expropriation Letters of Credit; and

(ii) the amount standing to the credit of the Expropriation Reserve Account (if opened),

is at least equal to the maximum amount of payments that the Issuer reasonably believes it may need to

make in relation to further expropriation payments arising out of or in connection with the Project.

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(e) The Issuer shall deposit proceeds from Insurance claims and Permitted Disposals to the Insurance

Proceeds and Disposal Proceeds Account where required to do so in accordance with the Account Bank

Agreement and shall apply such amounts in the reinstatement and restoration of the lost or damaged

property that gave rise to such insurance proceeds or the purchase of new assets to replace those

disposed of (or otherwise transfer such amounts to the General Account) in accordance with the

Account Bank Agreement.

(f) The Issuer shall not open or maintain any bank accounts other than the Project Accounts and the

Distribution Account.

5.26 Intellectual Property Rights

(a) The Issuer shall ensure that, as soon as reasonably practicable, it becomes the sole legal and beneficial

owner of or has licence or another right to use on customary commercial terms all the Intellectual

Property Rights which are material in the context of the Permitted Business and which are required by

it in order to carry on the Permitted Business as it is being conducted, save where failure to so own or

have licence or other rights to use such Intellectual Property Rights will have or could be reasonably

expected to have a Material Adverse Effect.

(b) The Issuer shall not, in carrying on the Permitted Business, infringe any Intellectual Property Right of

any third party in any respect where such infringement will have, or would be reasonably likely to

have, a Material Adverse Effect.

5.27 Insurance

The Issuer shall maintain Insurances with an Insurance Provider on and in relation to its business and

assets as required under the Concession Agreement.

5.28 Centre of Main Interests

The Issuer shall conduct its business and affairs such that, at all times, its "centre of main interests" for

the purposes of Council Regulation (EC) No. 1346/2000 of 29 May 2000 (the Insolvency Regulation)

shall be in Spain (or, in the case of any Substitution, the jurisdiction of incorporation of the substitute

Issuer) and it shall not have any "establishment" (as defined in the Insolvency Regulation) other than in

Spain (or, in the case of any Substitution, the jurisdiction of incorporation of the substitute Issuer).

5.29 Further Assurance

(a) The Issuer shall promptly do all such acts or execute all such documents (including pledges,

assignments, transfers, mortgages, charges, notices and instructions) as the Security Agent may specify

(and in such form as the Security Agent may require in favour of the Security Agent or any of its

nominees):

(i) to perfect the Security Interest created or intended to be created under or evidenced by the

Finance Documents (which may include the execution of a mortgage, charge, assignment,

pledge or other Security Interest over all or any of the assets which are, or are intended to be,

the subject of any Security Document) or for the exercise of any rights, powers and remedies

of the Security Agent or the Secured Creditors provided by or pursuant to the Finance

Documents or by law;

(ii) to confer on the Security Agent or confer on the Secured Creditors a Security Interest over any

property or assets of the Issuer (as applicable) located in any jurisdiction equivalent or similar

to the Security Interest intended to be conferred by or pursuant to any Security Document;

and/or

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(iii) to facilitate the realisation of the assets which are, or are intended to be, the subject of any

Security Document.

(b) The Issuer shall take all such action as is available to it (including making all filings and registrations)

as may be necessary for the purpose of the creation, perfection, protection or maintenance of any

Security Interest conferred or intended to be conferred on the Security Agent or the Secured Creditors

by or pursuant to the Security Documents or to facilitate the realisation of the assets which are, or are

intended to be, the subject of any Security Documents.

5.30 Credit Rating

(a) The Issuer shall use reasonable endeavours to maintain a credit rating from at least one Rating Agency

for the Bonds.

(b) The Issuer shall use reasonable endeavours to cooperate with the Rating Agencies in connection with

any reasonable request for information in respect of the maintenance of a rating of the Bonds and with

any review of its business that may be undertaken by one or more of the Rating Agencies after the

Closing Date.

5.31 Accounting Reference Date

The Issuer may not change its Accounting Reference Date unless:

(a) the Bond Trustee has received, at the cost and expense of the Issuer, such information as it

reasonably requires (pursuant to, and as confirmed to it by, an instruction of the Bondholders

with 25% or more of the nominal amount of the Bonds then outstanding) to enable an accurate

comparison to be made between any Financial Statements received for the Relevant Period

prior to such change and Financial Statements received (or to be received) for the Relevant

Period after such change; and

(b) following such change, the basis for the calculation of the Ratios by reference to the Relevant

Periods shall be amended in such a way as not to materially prejudice the interests of the

Secured Creditors.

5.32 Auditors

The Issuer shall, as soon as reasonably practicable, notify the Security Agent, the Bond Trustee and the

Bondholders (in accordance with Condition 4.11 (Investor Website) and Condition 18 (Notices)) of any

change to its auditors.

5.33 Technical Adviser

The Bond Trustee shall, following the instruction of Bondholders with 25% or more of the nominal

amount of the Bonds then outstanding, send a written notice to the Issuer requiring it to replace the

Technical Adviser, if the Technical Adviser is not performing its role to the standard it is required to

observe under the Finance Documents. Following such notice the Issuer shall respond as soon as

reasonably practicable confirming either:

(a) the steps that it is taking to ensure that the Technical Adviser meets the standard of

performance reasonably expected of it by the Security Agent; or

(b) the steps that it shall take to replace the Technical Adviser with a person demonstrably

capable of performing such role and which is of international repute and with similar

experience in transactions and projects of a similar nature to the Project.

5.34 Conditions subsequent

The Issuer shall ensure that:

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(a) within 15 Business Days of the Closing Date, the Secured Creditors (or the Security Agent on

behalf of itself and all the Secured Creditors) have been named as co-insureds in relation to all

Insurances required to be effected or maintained by the Finance Documents;

(b) within 15 Business Days of the same arising, there is entered into a Spanish law first ranking

pledge by each Shareholder over any receivables due to that Shareholder from the Issuer in

respect of the advances and loans of that Shareholder to the Issuer for the benefit of the

Security Agent and the Secured Creditors; and

(c) by no later than 1 June 2015 at 23:59 Madrid time the initial Security, as described in

paragraph (b) of Condition 3 (Security), has been granted.

6. INTEREST

6.1 Interest Rate and Payment Dates

The Bonds bear interest from and including the Closing Date at the rate of 3.169 per cent. per annum,

payable semi-annually in arrears on each Bond Payment Date and calculated on the Principal Amount

Outstanding of each Bond. The aggregate scheduled interest payment in respect of the Bonds on each

Bond Payment Date will be as set out in the table in Condition 7.2 (Scheduled Redemption).

Accordingly, each Bond will (unless previously redeemed or purchased and cancelled as provided in

Conditions 7.3 (Mandatory Early Redemption – Termination Notice), 7.5 (Redemption for Taxation)

and 7.6 (Optional Redemption), on each Bond Payment Date, be entitled to receive an amount of

interest equal to its pro rata share of the aggregate scheduled interest payment for that Bond Payment

Date (with such pro rata amount being calculated per €1,000 in nominal amount of the Bond and

rounded down to the nearest cent).

6.2 Interest Accrual

Each Bond will cease to bear interest from and including its due date for redemption unless, upon due

presentation, payment of the principal in respect of the Bond is improperly withheld or refused or

unless default is otherwise made in respect of payment, in which event interest shall continue to accrue

as provided in the Trust Deed.

6.3 Calculation of Broken Interest

When interest is required to be calculated in respect of a period of less than a full period, it shall be

calculated on the basis of: (i) the actual number of days in the period from and including the date from

which interest begins to accrue to but excluding the date on which it falls due divided by (ii) 360.

7. REDEMPTION AND PURCHASE

7.1 Final Redemption

Unless previously redeemed, or purchased and cancelled, the Bonds shall be redeemed at their

Principal Amount Outstanding on the Final Maturity Date.

7.2 Scheduled Redemption

Each Bond shall, subject to Condition 7.3 (Mandatory Early Redemption – Termination Notice),

Condition 7.5 (Redemption for Taxation) and Condition 7.6 (Optional Redemption), be repaid in semi-

annual instalments such that on each Bond Payment Date the outstanding principal amount of the

Bonds then outstanding will be as set out next to that Bond Payment Date in the table below (as the

same may be amended in accordance with Conditions 7.4 (Mandatory Prepayment – Equity Cure) and

7.5 (Redemption for Taxation), the Redemption Schedule):

Aggregate payments (€) Principal

79

Bond Payment Date Principal Payment Interest PaymentAmount

Outstanding (€)

June 20151 - 568,439.38 184,500,000.00

December 2015 - 2,988,367.00 184,500,000.00

June 2016 1,306,331.07 2,955,884.75 183,193,668.93

December 2016 1,031,887.74 2,967,208.21 182,161,781.19

June 2017 1,390,608.62 2,902,388.72 180,771,172.57

December 2017 792,040.45 2,927,970.77 179,979,132.12

June 2018 1,275,759.49 2,867,612.51 178,703,372.63

December 2018 867,756.94 2,894,478.38 177,835,615.69

June 2019 1,335,839.66 2,833,459.80 176,499,776.03

December 2019 1,025,022.54 2,858,786.48 175,474,753.49

June 2020 1,512,277.07 2,811,290.77 173,962,476.42

December 2020 1,191,922.23 2,817,689.56 172,770,554.19

June 2021 1,665,321.80 2,752,758.04 171,105,232.40

December 2021 1,388,614.85 2,771,410.46 169,716,617.55

June 2022 1,974,143.13 2,704,099.58 167,742,474.41

December 2022 1,477,590.03 2,716,943.50 166,264,884.38

June 2023 2,101,377.39 2,649,103.02 164,163,506.99

December 2023 1,446,807.54 2,658,974.56 162,716,699.45

June 2024 2,033,706.64 2,606,893.28 160,682,992.82

December 2024 1,421,985.76 2,602,600.29 159,261,007.05

June 2025 2,223,900.76 2,537,510.05 157,037,106.29

December 2025 1,638,024.58 2,543,547.46 155,399,081.72

June 2026 2,164,879.15 2,475,977.89 153,234,202.57

December 2026 1,700,383.73 2,481,951.41 151,533,818.84

June 2027 2,214,242.18 2,414,392.54 149,319,576.66

December 2027 2,062,334.76 2,418,545.77 147,257,241.90

June 2028 2,563,600.13 2,359,216.45 144,693,641.77

December 2028 2,441,593.57 2,343,618.99 142,252,048.20

June 2029 3,063,982.46 2,266,505.84 139,188,065.74

December 2029 2,811,085.24 2,254,444.57 136,376,980.50

June 2030 3,483,450.11 2,172,898.22 132,893,530.39

December 2030 3,107,799.72 2,152,491.28 129,785,730.67

1 First amortisation of principal to take place on 30 June 2016.

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June 2031 3,722,975.55 2,067,879.65 126,062,755.11

December 2031 3,234,125.81 2,041,852.45 122,828,629.30

June 2032 4,253,086.37 1,967,844.29 118,575,542.93

December 2032 3,945,771.07 1,920,581.24 114,629,771.86

June 2033 4,437,356.67 1,826,399.34 110,192,415.19

December 2033 4,161,361.82 1,784,798.79 106,031,053.37

June 2034 4,588,493.37 1,689,395.72 101,442,560.00

December 2034 4,497,797.29 1,643,076.42 96,944,762.71

June 2035 4,932,798.47 1,544,623.60 92,011,964.24

December 2035 4,915,704.56 1,490,328.01 87,096,259.67

June 2036 5,480,288.75 1,395,374.01 81,615,970.92

December 2036 5,396,954.87 1,321,942.95 76,219,016.05

June 2037 5,953,529.72 1,214,399.70 70,265,486.33

December 2037 5,922,608.14 1,138,097.89 64,342,878.19

June 2038 6,444,017.22 1,025,176.87 57,898,860.97

December 2038 6,494,022.07 937,794.28 51,404,838.89

June 2039 7,029,721.22 819,034.73 44,375,117.67

December 2039 8,462,917.68 718,748.71 35,912,199.99

June 2040 9,034,688.89 575,351.35 26,877,511.10

December 2040 9,139,601.81 435,338.03 17,737,909.29

June 2041 9,646,793.50 282,618.60 8,091,115.79

December 2041 8,091,115.81 131,052.70 -

Each Bond then outstanding will receive its pro rata share of the Principal Payment and Interest

Payment amounts set out in the Redemption Schedule and its Principal Amount Outstanding will be its

pro rata share of the Principal Amount Outstanding set out in the Redemption Schedule.

7.3 Mandatory Early Redemption – Termination Notice

(a) If a Termination Notice is validly served (other than due to a default of the Issuer) then the Issuer shall,

upon receipt of notice of termination, as soon as reasonably practicable give notice thereof to the

Bondholders in accordance with Condition 18 (Notices), to the Bond Trustee and to the Agent and

upon receipt of Compensation following termination:

(i) immediately pay such Compensation into the General Account; and

(ii) redeem the Bonds on the Redemption Date, which Redemption Date shall be no less than six

Business Days and no more than ten Business Days after receipt of such Compensation, at

their Principal Amount Outstanding, together with: (A) if and to the extent to paragraph (b)

below is applicable, their Redemption Premium, and (B) in all cases, accrued but unpaid

interest on their Principal Amount Outstanding to (but excluding) such date (rounding the

resulting figure to the nearest cent, a half cent being rounded upwards).

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(b) If a Termination Notice is validly served following a termination event occurring under paragraph (g)

and (h) of article 245 of the LCSP, the Issuer shall, in addition to the amounts payable under paragraph

(a) above, and in respect of each Bond, pay a Redemption Premium in accordance with paragraph (c)

below.

(c) The Issuer must pay the Redemption Premium:

(i) if the Redemption Amount has been determined by the date falling no less than six Business

Days prior to the Redemption Date, on the Redemption Date; and

(ii) if paragraph (i) above does not apply, within ten Business Days of the Redemption Amount

being determined and in any case no later than 30 days after the Redemption Date.

7.4 Mandatory Prepayment – Equity Cure

(a) Upon receipt of an Equity Cure Amount into the General Account in accordance with Condition 12.1

(Equity Cure), the Issuer shall, as soon as is reasonably practicable, give notice to the Bondholders in

accordance with Condition 18 (Notices) of a mandatory prepayment of the Bonds and the Redemption

Date, which Redemption Date shall be no less than six Business Days and no more than ten Business

Days following receipt of the Equity Cure Amount as aforesaid and, on the Redemption Date prepay an

aggregate Principal Amount Outstanding of the Bonds in an amount equal to the Equity Cure Amount

(the Relevant Prepayment Amount), together with (i) subject to paragraph (c) below, a pro rata share

of the relevant Redemption Premium and (ii) in all cases, accrued but unpaid interest on the Relevant

Prepayment Amount to (but excluding) such date (rounding the resulting figure to the nearest cent, a

half cent being rounded upwards).

(b) Any prepayment made under paragraph (a) of this Condition 7.4, shall be made pro rata across the

Bonds and, upon any such prepayment as aforesaid, the Issuer shall deliver to the Security Agent, the

Bond Trustee and the Bondholders a revised Redemption Schedule, on the basis that the Equity Cure

Amount had reduced subsequent Principal Payments on a pro rata basis and Interest Payments had been

reduced accordingly.

(c) If the Relevant Prepayment Amount, when aggregated with the amount of any previous prepayments

(if any) made under this Condition 7.4, exceeds €35,000,000, then the Issuer shall, in respect of each

Bond, pay to the Bondholders a pro rata share of the relevant Redemption Premium in accordance with

paragraph (d) of this Condition 7.4. For these purposes, the pro rata share of the relevant Redemption

Premium shall be an amount equal to the product of the relevant Redemption Premium and the

Relevant Percentage where:

Excess Amount means (i) if the Previously Prepaid Amount does not exceed €35,000,000, the amount

(if any) by which the Relevant Prepayment Amount, when aggregated with the Previously Prepaid

Amount, exceeds €35,000,000; and (ii) if the Previously Prepaid Amount exceeds €35,000,000, the

Relevant Prepayment Amount.

Previously Prepaid Amount means, in respect of any prepayment under this Condition 7.4, the

aggregate amount of each previous prepayment under this Condition 7.4 (or, if there have been no

previous prepayments, zero).

Relevant Percentage means the percentage determined by dividing the Excess Amount by the

Outstanding Principal Amount of the Bonds on the relevant Redemption Date.

(d) The Issuer must pay the pro rata share of the Redemption Premium (if any):

(i) if the Redemption Amount has been determined by the date falling no less than six Business

Days prior to the Redemption Date, on the Redemption Date; and

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(ii) if paragraph (i) of this Condition 7.4(d) does not apply, within ten Business Days of the pro

rata share of the Redemption Amount being determined and, in any case, no later than 30 days

after the Redemption Date.

7.5 Redemption for Taxation

(a) The Issuer may at any time redeem either: (i) all (but not some only) of the Bonds; or (ii) only those

Bonds in respect of which Additional Amounts are required to be paid (in both cases, the Tax

Redemption Bonds), in each case, in whole (but not in part) at their Principal Amount Outstanding as

at the relevant Redemption Date, which shall fall on a Bond Payment Date, together with interest

accrued to but excluding the Redemption Date on giving not less than 30 nor more than 60 days' notice

to the Agent and to the Bondholders in accordance with Condition 18 (Notices) (which notice shall be

irrevocable), if the Issuer satisfies the Bond Trustee immediately prior to giving such notice that:

(i) it has, or will on the occasion of the next payment due in respect of such Bonds, become

obliged to pay Additional Amounts as provided or referred to in Condition 10 (Taxation) as a

result of any change in, or amendment to, the laws or regulations of the Relevant Taxing

Jurisdiction, or any change in the published application or official interpretation of such laws

or regulations, which change or amendment becomes effective on or after the date of the Trust

Deed; and

(ii) such obligation cannot be avoided by the Issuer taking reasonable measures available to it,

provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date

on which the Issuer would be obliged to pay such Additional Amounts were a payment in respect of the

Tax Redemption Bonds then due.

(b) Prior to the publication of any notice of redemption pursuant to paragraph (a) above the Issuer shall

deliver to the Bond Trustee an Officer's Certificate confirming that: (i) the obligation referred to in

paragraph (a)(i) above cannot be avoided by the Issuer taking reasonable measures available to it; and

(ii) the Issuer has sufficient funds to redeem the Tax Redemption Bonds at their Principal Amount

Outstanding (as at the relevant Redemption Date), together with interest accrued to but excluding the

Redemption Date, and the Bond Trustee shall be entitled (without further enquiry or liability) to accept

such Officer's Certificate as sufficient evidence of the satisfaction of the condition precedent set out in

paragraph (a) above, and such opinion and Officer's Certificate (if accepted) shall be conclusive and

binding on the Bondholders.

(c) If the Tax Redemption Bonds do not constitute all of the Bonds then outstanding, upon redemption, the

Issuer shall deliver a revised Redemption Schedule, on the basis that the Principal Amount Outstanding

of the Tax Redemption Bonds reduced subsequent Principal Payments on a pro rata basis and Interest

Payments were reduced accordingly.

7.6 Optional Redemption

(a) On giving not more than 60 nor less than 30 days' prior notice to the Bondholders (in accordance with

Condition 18 (Notices)), the Bond Trustee, the Security Agent and the Agent, the Issuer may redeem,

on the Redemption Date, which shall fall on a Bond Payment Date, the Bonds in whole but not in part

provided that: (i) on or prior to the Redemption Date, no Enforcement Notice has been served; and (ii)

the Issuer has, immediately prior to giving such notice, certified to the Bond Trustee that it will have

the necessary funds to pay the Redemption Amount in respect of the relevant Bonds on the Redemption

Date and to discharge all other amounts required to be paid by it on the Redemption Date.

(b) Any Bond redeemed pursuant to paragraph (a) above shall be redeemed at an amount equal to the

Redemption Amount, together with accrued but unpaid interest to (but excluding) such date (rounding

the resulting figure to the nearest cent, a half cent being rounded upwards).

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7.7 Open Market Purchases; Cancellation of Bonds

(a) The Issuer may at any time purchase Bonds in the open market or otherwise at any price. The Trust

Deed shall contain limitations on, inter alia, the right to attend Bondholder meetings and vote on

Bondholder resolutions in relation to any Bonds which are being held by or on behalf of the Issuer or

any Issuer Related Party.

(b) All Bonds purchased under paragraph (a) above may, but need not, be cancelled at the election of the

Issuer. Any Bonds so cancelled shall not be re-issued or resold.

8. PAYMENTS

(a) Payments of principal, premium (if any) and interest in respect of the Bonds will be made by transfer to

the registered account of the relevant Bondholder maintained by or on behalf of it with a bank that

processes payments in a city in which banks have access to the TARGET2 System, details of which

appear in the records of Iberclear or, as the case may be, the relevant Iberclear Member at close of

business on the day immediately preceding the date on which the payment of principal, premium (if

any) or interest, as the case may be, falls due. Bondholders must rely on the procedures of Iberclear or,

as the case may be, the relevant Iberclear Member to receive payments under the relevant Bonds. None

of the Issuer, the Bond Trustee or the Agent will have any responsibility or liability for the records

relating to payments made in respect of the Bonds.

(b) All payments: (i) are subject in all cases to any applicable fiscal or other laws and regulations; and (ii)

must be made without set-off, deduction or counterclaim, without prejudice, in the case of paragraphs

(i) or (ii), to Condition 10 (Taxation). No commissions or expenses may be charged to the Bondholders

in respect of such payments.

(c) Bondholders will not be entitled to any interest or other payment for any delay after the due date in

receiving the amount due as a result of the due date not being a business day. In this Condition 8,

business day means a day (other than a Saturday or Sunday) which is a TARGET Day and on which

commercial banks and foreign exchange markets are open for business in the place of the specified

office of the Agent.

(d) The Agent and its initial specified office are listed below. 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 the

Agent and to appoint additional or other Agents, provided that it shall at all times maintain:

(i) an Agent with a specified office in a Member State (if any) that will not be obliged to

withhold or deduct tax pursuant to any law implementing European Council Directive

2003/48/EC or any law implementing or complying with, or introduced in order to conform

to, such directive; and

(ii) so long as the Bonds are listed on any Stock Exchange or admitted to listing by any other

relevant authority as MARF, an Agent with a specified office in such place as may be required

by the rules and regulations of the relevant Stock Exchange or such other relevant authority.

(e) The initial specified office of the Agent is:

C/Sauceda 28, Ed. Oceanía 1ª Planta, 28050 Madrid.

(f) Notice of any change in the Agent or its specified office shall as soon as reasonably practicable be

given or procured to be given to the Bondholders and MARF by the Issuer in accordance with

Condition 18 (Notices).

(g) In acting under the Agency Agreement, the Agent acts solely as agent of the Issuer and, in certain

limited circumstances specified therein, of the Bond Trustee and does not assume any obligation to, or

84

relationship of agency or trust with, the Bondholders. The Agency Agreement contains provisions

permitting any entity into which the Agent is merged or converted or with which it is consolidated or to

which it transfers all or substantially all of its assets to become the successor Agent.

9. PRESCRIPTION

(a) Claims in respect of principal and premium shall become void unless made within a period of ten years

from the appropriate payment date.

(b) Claims for interest in respect of Bonds shall become void unless made within five years of the relevant

Bond Payment Date, subject to the provisions of Condition 8 (Payments).

10. TAXATION

(a) All payments of principal and interest in respect of the Bonds by or on behalf of the Issuer shall be

made free and clear of, and without withholding or deduction for or on account of, any present or

future Tax imposed or levied on such payments by or within Spain or by or within any department,

political sub-division or governmental authority of or in Spain having power to tax (each, a Relevant

Taxing Jurisdiction), unless the Issuer is required to withhold or deduct Taxes by law. In that event

(being a Gross-Up Event), the Issuer shall pay such additional amounts (Additional Amounts) as may

be necessary to ensure that the net amount received by each Bondholder after such withholding or

deduction (including any withholding or deduction in respect of any Additional Amounts) shall not be

less than the amount the Bondholder would have received if such Taxes had not been withheld or

deducted.

(b) The Issuer shall not, however, pay Additional Amounts in respect of any Bond:

(i) held by or on behalf of a holder who is liable for such taxes, duties, assessments or

governmental charges in respect of the Bonds by reason of it having some connection with

Spain (other than: (A) the mere receipt, ownership, holding or disposition of Bonds; (B) by

reason of the receipt of any payments in respect of any Bond; or (C) the exercise or

enforcement of rights under any Bonds);

(ii) held by or on behalf of a holder who does not provide to the Issuer or an agent acting on

behalf of the Issuer the information concerning such holder as may be required in order to

comply with the procedures that may be implemented to comply with any interpretation of

Royal Decree 1065/2007 eventually made by the Spanish tax authorities;

(iii) where such withholding or deduction of such Taxes is imposed on a payment to an individual

and is required to be made pursuant to European Council Directive 2003/48/EC on the

taxation of savings income or any law implementing or complying with, or introduced in order

to conform to, this Directive; or

(iv) where any withholding or deduction is 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 this Condition 10)

any law implementing an intergovernmental approach thereto.

(c) The Issuer shall: (i) make such withholding or deduction as is required by applicable law; and (ii) remit

the full amount deducted or withheld to the relevant authority in accordance with applicable law.

(d) Any reference in these Conditions to any amounts in respect of the Bonds shall be deemed also to refer

to any Additional Amounts which may be payable under this Condition 10 or under any undertakings

given in addition to, or in substitution for, this Condition 10 pursuant to the Trust Deed.

85

(e) If the Issuer becomes subject at any time to any taxing jurisdiction other than Spain, references in these

Conditions, in respect of payments by the Issuer, to Spain shall be construed as references to Spain

and/or such other jurisdiction.

11. EVENTS OF DEFAULT

11.1 General

Each of the events or circumstances in Conditions 11.2 (Non Payment) to 11.18 (Security Interests) is,

subject to Condition 12 (Remedy Rights), an Event of Default.

11.2 Non Payment

(a) The Issuer does not pay any principal, premium, interest or other amount due and payable by it in

respect of the Bonds and the default continues for a period of five Business Days.

(b) The Issuer does not pay any amount not otherwise described in Condition 11.2(a) which is due and

payable by it under the Trust Deed, any Security Document, the Security Trust and Subordination Deed

or the Account Bank Agreement and the default continues for a period of ten Business Days (or such

longer period as the Bond Trustee may permit) and the failure of the Issuer to pay as aforesaid has or

would be reasonably likely to have a Material Adverse Effect.

11.3 Breach of Financial Covenant

(a) The Historic DSCR as at the relevant Calculation Date as stated in a Compliance Certificate supplied

under Condition 4.6 (Compliance Certificate) is less than 1.05:1, provided that an Event of Default

under this Condition 11.3(a) may be cured by exercise of any Equity Cure Right.

(b) The BLCR as at the relevant Calculation Date as stated in a Compliance Certificate supplied under

Condition 4.6 (Compliance Certificate) is less than 1.10:1, provided that an Event of Default under this

Condition 11.3(b) may be cured by exercise of any Equity Cure Right.

11.4 Breach of Other Obligations

(a) The Issuer does not comply with paragraph (c) of Condition 5.34 (Condition Subsequent).

(b) The Issuer does not comply with any provision of Condition 5 (General Covenants) or any of its other

material obligations under the Finance Documents (other than those referred to in Conditions 11.2 (Non

Payment) and 11.3 (Breach of Financial Covenant) and paragraph (a) above).

(c) No Event of Default under paragraph (a) above shall occur if the failure to comply is capable of

remedy and is remedied within 30 Business Days of the earlier of: (i) the Bond Trustee giving notice to

the Issuer; and (ii) the Issuer becoming aware of the failure to comply.

11.5 Insolvency

(a) The Issuer:

(i) is unable or admits inability to pay its debts as they fall due;

(ii) is deemed, or declared by a court of competent jurisdiction, to be insolvent or unable to pay its

debts as they fall due under Spanish law;

(iii) suspends or threatens (by way of written notice) to suspend making payments on its debts as a

whole generally as they fall due; or

(iv) by reason of actual or anticipated financial difficulties, commences negotiations with its

creditors generally with a view to rescheduling any of its indebtedness.

86

(b) A moratorium is declared in respect of all or substantially all indebtedness of the Issuer. If a

moratorium occurs, the ending of the moratorium shall not remedy any Event of Default caused by that

moratorium.

11.6 Insolvency Event

(a) Any Insolvency Event occurs in respect of the Issuer or, prior to the Full Services Commencement

Date, the Contractor.

(b) Paragraph (a) shall not apply to any Insolvency Event if the same is:

(i) any winding-up petition which is: (A) being contested in good faith by the Issuer or the

Contractor (as the case may be); or (B) frivolous or vexatious and is discharged, stayed or

dismissed within 90 days of commencement or, if earlier, the date on which it is advertised;

(ii) any petition for bankruptcy or winding-up petition where the Issuer or the Contractor (as the

case may be) demonstrates to the reasonable satisfaction of the Bond Trustee (acting in

accordance with Trust Deed), that either: (A) no reason for declaration of bankruptcy of the

Issuer or the Contractor (as the case may be) exists and that the Issuer does not qualify as

being insolvent or unable to pay its debts as they fall due under Spanish law and it has

sufficient funds available to it to meet any liability related to the petition; or (B) the Issuer or

the Contractor (as the case may be) provides the Bond Trustee with an opinion of a reputable

counsel reasonably satisfactory to the Bond Trustee proving to the reasonable satisfaction of

the Bond Trustee (acting in accordance with the Trust Deed) that the petition or filing is

groundless and, in either case, the same is not discharged, stayed or dismissed within 90 days

of commencement or, if earlier, the date on which it is advertised;

(iii) any step or procedure which forms part of a Permitted Transaction; or

(iv) in respect of any action, legal proceedings or step over or relating to assets of the Issuer (other

than any Insolvency Proceedings), the aggregate value of which does not exceed €500,000

(Indexed) (or its equivalent) in respect of the Issuer or €50,000,000 (Indexed) (or its

equivalent) in respect of the Contractor.

11.7 Creditors' processes; attachment

(a) A distress, attachment, execution or other similar legal process is levied, enforced or sued out on or

against any part of the assets of the Issuer and is not discharged or stayed within 90 days provided that

the aggregate amount of assets involved in any such distress, attachment, execution or legal process

equals or exceeds €5,000,000 (Indexed) or its equivalent.

(b) Any mortgage, charge, pledge, lien or other encumbrance, present or future, created or assumed by the

Issuer in respect of an obligation, the principal amount of which equals or exceeds €5,000,000

(Indexed) or its equivalent is enforced (including by the taking of possession or the appointment of a

receiver, administrative receiver, administrator manager or other similar person).

11.8 Unlawfulness and Invalidity

(a) It is or becomes unlawful for the Issuer to perform any of its material obligations under any Finance

Document or any Security Interest created or expressed to be created or evidenced by any Security

Document ceases to be effective or any subordination created under the Security Trust and

Subordination Deed is or becomes unlawful and such events continue for 40 Business Days without

remedy.

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(b) It is or becomes unlawful for the Issuer to perform any of its material obligations under any Project

Document (other than the Concession Agreement) or any such Project Document that ceases to be

lawful or valid.

11.9 Security Trust and Subordination Deed

(a) A Shareholder fails to comply with clause 5.9 of the Security Trust and Subordination Deed.

(b) Other than as pointed in paragraph (a) above, any party to the Security Trust and Subordination Deed

(other than a Secured Creditor or the Issuer):

(i) fails to comply with the material provisions of, or does not perform its material obligations

under, the Security Trust and Subordination Deed; or

(ii) has provided a representation or warranty that is incorrect in any material respect,

and, if the non-compliance or circumstances giving rise to the misrepresentation are capable of remedy,

it is not remedied within 60 days of the earlier of: (A) the Bond Trustee giving notice to the Issuer

and/or that party; and (B) the Issuer and/or that party becoming aware of the non-compliance or

misrepresentation.

11.10 Termination, Repudiation and Rescission of Agreements

(a) The Issuer:

(i) rescinds or purports to rescind or repudiates or purports to repudiate a Finance Document;

(ii) evidences an intention to rescind or repudiate a Finance Document; or

(iii) otherwise terminates or purports to terminate a Finance Document.

(b) A party to a Project Document (other than the Authority):

(i) rescinds or purports to rescind or repudiates or purports to repudiate a Project Document;

(ii) evidences an intention to rescind or repudiate a Project Document; or

(iii) otherwise terminates or purports to terminate a Project Document.

(c) Any Finance Document ceases to be in full force and effect or any Security Interest created or

expressed to be created or evidenced by any Security Document or any subordination created under the

Security Trust and Subordination Deed ceases to be legal, valid, binding, enforceable or effective or is

alleged by a party to it (other than a Secured Creditor or the Issuer) to be ineffective.

11.11 Cessation of business

The Issuer suspends or ceases to carry on (or publicly announces an intention to suspend or cease to

carry on) all or substantially all of its business except as a result of a Permitted Disposal or Permitted

Transaction.

11.12 Concession

(a) A Termination Notice is validly served due to the default of the Issuer.

(b) The Concession Agreement ceases to be lawful and valid.

(c) The Issuer abandons the Project.

11.13 Nationalisation

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(a) The authority or ability of the Issuer to conduct its business is wholly curtailed by any expropriation,

nationalisation, restriction or other action by or on behalf of any governmental, regulatory or other

authority.

(b) The authority or ability of the Issuer to conduct its business is wholly curtailed by any seizure or

intervention by or on behalf of any governmental, regulatory or other authority which has or is likely to

have a Material Adverse Effect as defined in paragraph (b) of the definition thereof.

(c) No Event of Default shall occur under this Condition 11.13 if the events giving rise to an Event of

Default under this Condition 11.13 trigger a mandatory redemption under Condition 7.3 (Mandatory

Early Redemption – Termination Notice).

11.14 Material Proceedings

(a) Any litigation is brought against the Issuer or in respect of its assets or revenues which, in any such

case, has or would be reasonably likely to have a Material Adverse Effect.

(b) The Issuer fails to comply with the requirements of any final non-appealable judgment or award which

equals or exceeds €500,000 (Indexed) or its equivalent.

11.15 Cross Acceleration – Contractor

(a) Subject to paragraph (b) below, any of the following occurs in respect of the Contractor:

(i) non-payment of amounts payable after the expiry of any originally applicable grace period in

respect of any of its Financial Indebtedness in excess of €50,000,000 (Indexed) (or its

equivalent); or

(ii) an amount of its Financial Indebtedness in excess of €50,000,000 (Indexed) (or its equivalent)

is declared, or becomes, due and payable prior to its specified maturity,

in each case, as a result of an Event of Default (howsoever described).

(b) There shall be no Event of Default under paragraph (a) above if the events giving rise to the Event of

Default under this Condition 11.15 arise in respect of the Contractor after the Full Services

Commencement Date.

11.16 Change of Control

A Shareholder transfers its interests in the Issuer otherwise than in accordance with the Concession

Agreement or with the approval of the Authority.

11.17 Full Services Commencement Date

(a) The Full Services Commencement Date does not occur on or before 31 December 2015.

(b) A Funding Shortfall occurs before the Full Services Commencement Date.

11.18 Security Interests

(a) Any Security Interest expressed to be created under the Security Documents is not or ceases to be legal,

valid, binding and enforceable in accordance with its terms.

(b) No Event of Default shall occur under paragraph (a) above if:

(i) the same would not have or not reasonably be likely to have a Material Adverse Effect; or

(ii) a Security Interest is granted which is, in the opinion of the Security Agent, similar in all

respects within 40 Business Days of the same occurring.

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12. REMEDY RIGHTS

12.1 Equity Cure

(a) If a Compliance Certificate delivered under Condition 4.1 (Compliance Certificate) for any period

shows that there is an Event of Default under Condition 11.3 (Breach of Financial Covenant), the

Shareholders may at their sole discretion pay or procure the payment of Additional Equity into the

General Account (and not any other Project Account) in an amount (the Equity Cure Amount) at

least equal to the amount necessary to remedy such Event of Default in accordance with paragraph (d)

(an Equity Cure Right).

(b) An Equity Cure Right may not be exercised:

(i) more than twice in any three-year period;

(ii) more than eight times prior to the Final Discharge Date; or

(iii) in relation to two consecutive Calculation Dates.

(c) Any Equity Cure Amount shall be provided on or prior to the date falling 20 Business Days after the

delivery of the relevant Compliance Certificate (or, if challenged under Condition 4.10 (Challenge and

Review), re-stated Compliance Certificate) setting out that an Event of Default has occurred under

Condition 11.3 (Breach of Financial Covenant) (or, if challenged under Condition 4.10 (Challenge and

Review), re-stated Compliance Certificate).

(d) On payment of the Equity Cure Amount into the General Account in accordance with paragraph (a)

above, the applicable Ratio shall be re-calculated on a pro forma basis, as if the Equity Cure Amount

had been provided:

(i) in the case of the Historic DSCR, at the commencement of the applicable historic Relevant

Period and the interest in respect of the Bonds for the Relevant Period were reduced

accordingly; and

(ii) in the case of the BLCR, at the Calculation Date and reduced the Principal Amount

Outstanding on the Bonds as at that date.

(e) If, after the applicable Ratio is re-calculated pursuant to paragraph (d) above, the breach has been

cured, that Ratio shall be deemed to have been satisfied on the date of the relevant Compliance

Certificate as though no breach had ever occurred and any related Event of Default shall be deemed not

to occur or have occurred, as applicable provided that the Issuer applies an amount equal to the Equity

Cure Amount in mandatory redemption of all or some only of the Bonds in accordance with Condition

7.4 (Mandatory Prepayment – Equity Cure).

(f) For the avoidance of doubt, any Equity Cure Amount provided under this Condition 12 (Remedy

Rights) shall be disregarded for the purposes of determining whether paragraphs (d), (e) and/or (f) of

the definition of Restricted Payment Conditions have been satisfied such that a transfer to the

Distributions Account may be made.

12.2 Replacement Plan

No Event of Default shall occur under:

(a) Condition 11.4 (Breach of Other Obligations) insofar as it relates to Condition 5.24 (Project

Documents);

(b) Condition 11.6 (Insolvency Event) insofar as it relates to the Contractor;

(c) paragraph (b) of Condition 11.8 (Unlawfulness and Invalidity);

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(d) paragraph (b) of Condition 11.10 (Termination, Repudiation and Rescission of Agreements);

or

(e) Condition 11.15 (Cross Acceleration – Contractor),

if, within 30 Business Days of the same occurring, the Issuer provides to the Bond Trustee and the

Security Agent a timetable and steps to replace the Contractor and/or affected Project Document (the

Replacement Plan), the Replacement Plan is subsequently approved by the Technical Adviser as

being suitable for replacing the Contractor and/or affected Project Document and, following approval

of the Replacement Plan, the Issuer complies in all material respects with the Replacement Plan. In

such circumstances, no consent of the Bondholders, the Bond Trustee or any other person will be

required by the Issuer to effect the relevant Replacement Plan (whether or not consent is otherwise

required by any other provision of these Conditions).

13. ENFORCEMENT

(a) Subject to paragraphs (b) to (e) below, the Bond Trustee may by notice to the Issuer in writing (an

Enforcement Notice), at any time after an Event of Default has occurred and is continuing:

(i) give notice to the Issuer that the Bonds are, and they shall accordingly forthwith become,

immediately due and repayable in part, or in whole at their Principal Amount Outstanding,

together with interest accrued to, but excluding, the date of repayment;

(ii) institute such proceedings against the Issuer as it may think fit to enforce the terms of the

Trust Deed and the Bonds;

(iii) give instructions to the Security Agent to take any action under or in connection with any of

the Finance Documents or to take steps to enforce the Security constituted by the Security

Documents; and/or

(iv) give instructions to the Account Bank in relation to the Project Accounts in accordance with

and as required by the Account Bank Agreement.

(b) Save where paragraph (f) below applies, the Bond Trustee will not take any such proceedings or give

such instructions under paragraph (a) above unless: (i) it has been so directed by an Enforcement

Instruction Notice; and (ii) it has been indemnified and/or secured and/or pre-funded to its satisfaction.

(c) The Security Agent will not take any such proceedings or take any other action under these Conditions

or the Transaction Documents unless: (i) it has been so directed by the Bond Trustee in accordance

with the Security Trust and Subordination Deed; and (ii) it has been indemnified and/or secured and/or

pre-funded to its satisfaction.

(d) The rights under the Security Documents with respect to the Bonds shall be exercised by the Security

Agent in respect of all of the Bonds outstanding, unless the Security Documents explicitly provide

otherwise.

(e) Other than where paragraph (f) below applies, no Bondholder may proceed directly against the Issuer

or any other party to the Transaction Documents to enforce the performance of any of the provisions of

the Transaction Documents or to take any other proceedings (including lodging an appeal in any

proceedings) in respect of or concerning the Issuer, unless the Bond Trustee or, as the case may be, the

Security Agent, having become bound so to proceed and permitted so to do by the Finance Documents,

fails to do so within a reasonable time and such failure is continuing.

(f) If an Event of Default under paragraph (a) of Condition 11.4 (Breach of Other Obligations) and/or

paragraph (a) of Condition 11.9 (Security Trust and Subordination Deed) has occurred and is

continuing, any Bondholder may by notice in writing to the Issuer, with a copy to the Bond Trustee,

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take any action of the type referred to in paragraphs (a)(i) and (ii) above and any such notice will be

considered an Enforcement Notice for the purposes of these Conditions.

(g) Any enforcement proceeds shall be applied in accordance with the Security Trust and Subordination

Deed.

14. MEETINGS OF BONDHOLDERS, MODIFICATION AND WAIVER

14.1 Meetings of Bondholders

(a) The Trust Deed contains provisions for convening meetings of Bondholders to consider any matter

affecting their interests, including the sanctioning by Extraordinary Resolution of a modification or

waiver of any of these Conditions or any provisions of the Trust Deed or the other Transaction

Documents. Such a meeting may be convened by the Issuer or the Bond Trustee and shall be convened

by the Trustee if requested by Bondholders holding not less than 10% in nominal amount of the Bonds

for the time being outstanding.

(b) The quorum for any meeting convened to consider an Extraordinary Resolution shall be one or more

persons holding or representing 50% or more of the nominal amount of the Bonds for the time being

outstanding, or at any adjourned meeting one or more persons holding or representing 10% or more of

the nominal amount of the Bonds for the time being outstanding.

(c) An Extraordinary Resolution shall be duly passed at a meeting of Bondholders if approved by persons

holding or representing not less than two thirds in nominal amount of the Bonds present at a duly

convened meeting.

(d) Where the business of a meeting relates to a modification or waiver of any of these Conditions or any

provisions of the Transaction Documents which:

(i) amends the date of maturity or redemption of the Bonds or any date for payment of interest or

principal on the Bonds;

(ii) reduces or cancels the Principal Amount Outstanding of the Bonds;

(iii) reduces the rate of interest in respect of the Bonds or varies the method or basis of calculating

the rate or amount of interest in respect of the Bonds;

(iv) (except where such alteration will, in the opinion of the Bond Trustee, result in an increase)

alters the method of calculating the amount of any payment in respect of the Bonds on

redemption, maturity or alters the method of calculating the date for any such payment;

(v) varies the currency of payment or denomination of the Bonds;

(vi) modifies the provisions concerning the quorum required at any meeting of the Bondholders or

the majority required to pass an Extraordinary Resolution;

(vii) modifies the pre-enforcement payment waterfall contained in clause 4.2(a) (Withdrawals) of

the Account Bank Agreement or makes any change to the post-enforcement payment waterfall

contained in clause 10.1 (Order of application) of the Security Trust and Subordination Deed;

(viii) modifies Condition 7.3 (Mandatory Early Redemption – Termination Notice), Condition 7.6

(Optional Redemption) or the definitions of Redemption Amount, Reference Rate and

Applicable Make-Whole Spread;

(ix) modifies the levels of, or process to determine, the Ratios (other than to the effect that the

modification arises solely as a result of the levels of the Ratios set out in paragraph (e)(iv) of

the definition of Permitted Financial Indebtedness changing as a result of the incurrence of

such Permitted Financial Indebtedness);

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(x) modifies the nature of or scope of any Security (other than an extension of the Security as

envisaged in Condition 3(d) (Security) or releases any Security;

(xi) exchanges the Bonds for shares or other obligations;

(xii) modifies Condition 5.20 (Restricted Payments);

(xiii) sanctions any scheme or proposal or substitution as is described in paragraphs 19(i) and 19(j)

of Schedule 2 (Provisions for Meetings of Bondholders) to the Trust Deed; or

(xiv) modifies this definition of Basic Terms Modification or the proviso to paragraph 9 of

Schedule 2 (Provisions for Meetings of Bondholders) to the Trust Deed,

(each, a Basic Terms Modification), all as more particularly defined in the Trust Deed, then the

necessary quorum shall be one or more persons holding or representing not less than 75%, or at any

adjourned meeting not less than 25%, in nominal amount of the Bonds for the time being outstanding.

(e) A Basic Terms Modification Resolution shall be duly passed if approved by persons holding or

representing not less than 66.6% in nominal amount of the Bonds present at a duly convened meeting.

(f) The quorum for any meeting convened to consider an Enforcement Instruction Notice shall be one or

more persons holding or representing not less than the relevant Quorum Percentage in nominal amount

of the Bonds (as set out below) for the time being outstanding and an Enforcement Instruction Notice

shall be duly given by the Bondholders if approved by persons holding or representing not less than the

relevant Voting Percentage in nominal amount of the Bonds (as set out below) present at a duly

convened meeting, where for these purposes, the relevant Quorum Percentage and Voting Percentage

for the relevant period is as set out in the table below.

Meeting Quorum Percentage Voting Percentage

To (but excluding) the date falling six

months after the Default Date

50% 66.6%

From (and including) the date falling

six months after the Default Date

40% 50%

(g) The quorum for any meeting convened to consider an Ordinary Resolution shall be one or more

persons holding or representing 20% in nominal amount of the Bonds for the time being outstanding or,

at any adjourned meeting, one or more persons whatever the nominal amount of the Bonds for the time

being outstanding they represent. An Ordinary Resolution shall be duly given if approved by persons

holding or representing not less than 50% in nominal amount of the Bonds present at such meeting.

(h) Any Extraordinary Resolution, Enforcement Instruction Notice and Ordinary Resolution, in each case

duly passed, shall be binding on Bondholders (whether or not they were present at the meeting at which

such resolution was passed).

(i) The Trust Deed provides that a resolution in writing signed by or on behalf of the holders of the

required percentage of nominal amount of Bonds for the time being outstanding or consented to

electronically directly to the relevant Clearing System(s) (to the extent possible) and/or to the Agent

through the relevant Iberclear Member shall for all purposes be as valid and effective as an

Extraordinary Resolution, Enforcement Instruction Notice and Ordinary Resolution, in each case

passed at a meeting of Bondholders duly convened and held. Such a resolution in writing may be

contained in one document or several documents in the same form, each signed by or on behalf of one

or more of the Bondholders. Such a resolution consented to electronically directly to the relevant

Clearing System(s) (to the extent possible) and/or to the Agent through the relevant Iberclear Member

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may be contained in one document, sent by the Agent to the relevant Clearing System(s) and signed by

the Bond Trustee on behalf of the Bondholders.

14.2 Modification, waiver, authorisation and determination

The Bond Trustee may agree or may instruct the Security Agent to agree, without the consent of the

Bondholders, to: (i) any modification of any of the provisions of the Trust Deed, these Conditions or

any other Finance Document that is of a formal, minor or technical nature or is made to correct a

manifest error or an error that is, in the opinion of the Bond Trustee, proven; or (ii) (a) any other

modification (save to the extent that such modification relates to a Basic Terms Modification); and (b)

any waiver or authorisation of any Event of Default or Potential Event of Default or breach or proposed

breach, of any of the provisions of the Trust Deed, these Conditions or any other Finance Document, in

any such case, that is in the opinion of the Bond Trustee, not materially prejudicial to the interests of

the Bondholders. Any such modification, authorisation, determination or waiver shall be binding on the

Bondholders and, such modification, authorisation, determination or waiver shall be notified by the

Issuer to the Bondholders as soon as practicable in accordance with Condition 18 (Notices).

14.3 Instructions to Security Agent

The Trust Deed and the Security Trust and Subordination Deed contain provisions as to the manner in

which the Bond Trustee may instruct the Security Agent in connection with these Conditions and the

Finance Documents. These provisions allow the Bond Trustee to instruct the Security Agent following

the direction of Bondholders holding at least 75 per cent. in nominal amount of the Bonds and/or

pursuant to an Extraordinary Resolution, in each case as more particularly described in the Trust Deed

and the Security Trust and Subordination Deed. The Trust Deed provides that directions and

resolutions may be made in writing and/or by the delivery of electronic instructions directly to the

Clearing System through which the Bonds are held (to the extent possible) and/or to the Agent through

the relevant Iberclear Member.

14.4 Substitution

The Trust Deed contains provisions to effect any substitution of the Issuer under the Trust Deed with

another company in place of the Issuer, or, in each case, in place of any previous substituted company,

as principal debtor under the Trust Deed and the Bonds (a Substitution and a Substituted Issuer), in

each case, following the occurrence of a Gross-Up Event. Any Substitution must be approved pursuant

to an Extraordinary Resolution. Following the occurrence of a Substitution as aforesaid, references in

these Conditions and the Trust Deed to the Issuer shall be deemed to be references to the relevant

Substituted Issuer.

14.5 Entitlement of the Bond Trustee

In connection with the exercise of its functions (including but not limited to those referred to in this

Condition 14 (Meetings of Bondholders, Modification and Waiver), the Bond Trustee shall have regard

to the interests of the Bondholders as a class and shall not have regard to the consequences of such

exercise for individual Bondholders 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, otherwise connected with, or subject to the

jurisdiction of, any particular territory or any political sub-division thereof and the Bond Trustee may

not require, nor may any Bondholder claim, from the Issuer 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 10 (Taxation) and/or any undertaking or covenant given in addition to, or in

substitution for, Condition 10 (Taxation) pursuant to the Trust Deed.

15. THE BOND TRUSTEE

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(a) The Trust Deed contains provisions for the indemnification of the Bond Trustee and for its relief from

responsibility, including provisions relieving it from taking action unless indemnified and/or secured

and/or pre-funded to its satisfaction. The Bond Trustee is entitled to enter into business transactions

with the Issuer and any entity related to the Issuer without accounting for any profit.

(b) Subject to the terms of the Trust Deed, the Bond Trustee may rely without liability to Bondholders on a

report, confirmation or certificate or any advice of any accountants, financial advisers, financial

institution or any other expert, whether or not addressed to it and whether their liability in relation

thereto is limited (by its terms or by any engagement letter relating thereto entered into by the Bond

Trustee or in any other manner) by reference to a monetary cap, methodology or otherwise. The Bond

Trustee may accept and shall be entitled to rely on any such report, confirmation or certificate or advice

in which event such report, confirmation, certificate or advice shall be binding on the Issuer, the Bond

Trustee and the Bondholders.

16. THE SECURITY AGENT

(a) The Security Trust and Subordination Deed contains provisions for the indemnification of the Security

Agent and for its relief from responsibility, including provisions relieving it from taking action unless

indemnified and/or secured and/or pre-funded to its satisfaction. The Security Agent is entitled to enter

into business transactions with the Issuer and any entity related to the Issuer without accounting for any

profit.

(b) Subject to the terms of the Security Trust and Subordination Deed, the Security Agent may rely without

liability to Bondholders on a report, confirmation or certificate or any advice of any accountants,

financial advisers, financial institution or any other expert, whether or not addressed to it and whether

their liability in relation thereto is limited (by its terms or by any engagement letter relating thereto

entered into by the Security Agent or in any other manner) by reference to a monetary cap,

methodology or otherwise. The Security Agent may accept and shall be entitled to rely on any such

report, confirmation or certificate or advice in which event such report, confirmation or certificate or

advice shall be binding on the Issuer, the Security Agent and the Bondholders.

17. FURTHER ISSUES

Subject always to these Conditions, the Issuer is at liberty from time to time without the consent of the

Bondholders (but subject to compliance with the provisions of these Conditions) to create and issue

further securities (Further Bonds) ranking pari passu and having terms and conditions the same as the

Bonds or the same in all respects save for the amount and date of the first payment of interest thereon

and so that the same shall be consolidated and form a single series with the Bonds. Such Further Bonds

shall be constituted by the Trust Deed or any deed supplemental thereto.

18. NOTICES

(a) The Issuer shall, to the extent required by applicable law, regulations or listing rules in effect from time

to time, also ensure that notices are duly published in a manner which complies with the rules of

MARF or any other Stock Exchange.

(b) Any such notice shall be deemed to have been given on the date of the first publication or, where

required to be published in more than one place or on more than one system, on the date on which

publication in all required platforms has been made. If publication as provided above is not practicable,

a notice shall be given in such other manner, and shall be deemed to have been given on such date, as

the Bond Trustee may approve.

19. GOVERNING LAW AND JURISDICTION

19.1 Governing law

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The Bonds and any non-contractual obligations arising out of or in connection with the Bonds are

governed by, and shall be construed in accordance with, English law, except that the form and the

status of the Bonds as described in Condition 1 (Form, Denomination and Status) and the title to and

transfer of the Bonds as described in Condition 2 (Register, Title and Transfers) (and any non-

contractual obligations arising out of or in connection with those Conditions shall) be governed by

Spanish law. The Initial Security Documents and any non-contractual obligations arising over or in

connection with the Initial Security Documents will be governed by Spanish law.

19.2 Submission to jurisdiction

(a) The Issuer irrevocably agrees, for the benefit of the Bond Trustee, the Security Agent and the

Bondholders, that the courts of England are to have exclusive jurisdiction to settle any disputes which

may arise out of or in connection with the Trust Deed, the Conditions and the Bonds (including a

dispute relating to any non-contractual obligations arising out of or in connection with the Trust Deed,

the Conditions and the Bonds) and accordingly submits to the exclusive jurisdiction of the English

courts.

(b) The Issuer waives any objection to the courts of England on the grounds that they are an inconvenient

or inappropriate forum. The Bond Trustee, Security Agent and the Bondholders may take any suit,

action or proceedings (together referred to as Proceedings) arising out of or in connection with the

Trust Deed, the Conditions and the Bonds (including any Proceedings relating to any non-contractual

obligations arising out of or in connection with the Trust Deed, the Conditions and the Bonds) against

the Issuer in any other court of competent jurisdiction and concurrent Proceedings in any number of

jurisdictions.

19.3 Appointment of process agent

The Issuer appoints Law Debenture Corporate Services Limited (at its registered office at Fifth Floor,

100 Wood Street, London EC2V 7EX) as its agent for service of process in relation to any Proceedings

before the English courts in connection with the Finance Documents, and undertakes that, in the event

of Law Debenture Corporate Services Limited ceasing so to act or ceasing to be registered in England,

it will appoint another agent on terms acceptable to the Bond Trustee. Nothing herein shall affect the

right to serve proceedings in any other manner permitted by law.

20. RIGHTS OF THIRD PARTIES

No rights are conferred on any person under the Contracts (Rights of Third Parties) Act 1999 to enforce

any term of the Conditions or the Bonds.

21. DEFINITIONS AND INTERPRETATION

21.1 Definitions

In these Conditions:

Acceptable Bank means:

(a) the Account Bank;

(b) a bank or financial institution which has a rating for its long-term unsecured and non-credit

enhanced debt obligations of BBB- or higher by S&P or Fitch or Baa3 or higher by Moody's

or a comparable rating from an internationally recognised credit rating agency; or

(c) any other bank or financial institution approved by the Bond Trustee (acting in accordance

with the Bond Trust Deed).

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Account Bank means Banco Bilbao Vizcaya Argentaria, S.A. or a bank or financial institution

appointed as a replacement account bank in accordance with the Account Bank Agreement which has a

rating for its long-term unsecured and non-credit enhanced debt obligations of BBB- or higher by S&P

or Fitch or Baa3 or higher by Moody's or a comparable rating from an internationally recognised credit

rating agency.

Account Bank Agreement means the account bank agreement dated on or about the Closing Date

between the Issuer, the Account Bank, the Bond Trustee and the Security Agent.

Accounting Reference Date means 31 December.

Accounting Standards means any generally accepted accounting principles in Spain as at the Relevant

Date, including IFRS.

Additional Amounts has the meaning given to that term in Condition 10(a) (Taxation).

Additional Equity means:

(a) any amount subscribed in cash for shares in the Issuer or any other capital contribution in cash

made to the Issuer provided that:

(i) repayment of such shares or contributions (if any) and payments of dividends or

other distributions in respect of such shares or contributions (if any) is subject to the

terms of the Security Trust and Subordination Deed; and

(ii) Security over the shares or contribution is granted to the Security Agent for the

benefit of the Secured Creditors in accordance with the terms of the Security Trust

and Subordination Deed; or

(b) a Shareholder Funding Loan,

which in each case is in addition to such amounts subscribed, committed or incurred on or before the

Closing Date.

Administrative Party means each of the Bond Trustee, the Security Agent, the Agent, the Technical

Adviser, the Insurance Adviser, the Registered Adviser, the Sole Arranger and Global Coordinator and

the Account Bank.

Affiliate means, in relation to a person, a Subsidiary or a Holding Company of that person or any other

Subsidiary of that Holding Company.

Agency Agreement has the meaning given to that term in the recitals to these Conditions.

Agent has the meaning given to that term in the recitals to these Conditions.

Annual Financial Statements has the meaning given to that term in Condition 4.1 (Financial

Statements).

Applicable Make-Whole Spread means, in the case of Condition 7.3 (Mandatory Early Redemption –

Termination Notice), 0.925 per cent and, in the case of Condition 7.4 (Mandatory Prepayment – Equity

Cure) and Condition 7.6 (Optional Redemption), 0.375 per cent.

Authorisation means an authorisation, consent, approval, permit, resolution, license, exemption, filing,

notarisation or registration required by any court, governmental department or other regulatory body.

Authority means the Spanish Ministry of Civil Work (Ministerio de Fomento).

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Base Case means the initial base case meeting the Model Base Case Requirements prepared by the

Issuer on or before the Closing Date and, if the same is updated under Condition 4.5 (Updated Base

Case), the most recent Updated Base Case.

Basic Terms Modification has the meaning given to that term in Condition 14.1(b) (Meetings of

Bondholders).

Basic Terms Modification Resolution means a resolution in respect of a Basic Terms Modification.

Bond Life Cover Ratio or BLCR means on each Calculation Date the ratio of: (i) the net present

value of forecast Net Cashflow plus any credit balances on the Debt Service Reserve Account and the

Maintenance Reserve Account to (ii) the aggregate principal amount outstanding under the Bonds.

Bond Payment Date means 30 June and 31 December in each year commencing on the Bond Payment

Date falling on 30 June 2015 and ending on the Final Maturity Date.

Bond Trustee has the meaning given to that term in the recitals to these Conditions.

Bondholder means the person in whose name such Bond is for the time being registered in the registry

managed by Iberclear or, as the case may be, the relevant Iberclear Member accounting book (or, in the

case of a joint holding, the first named thereof) and Bondholders shall be construed accordingly.

Bonds has the meaning given to that term in the recitals to these Conditions.

Business Day means a day (other than a Saturday or a Sunday) on which banks are open for general

business in London and Madrid and which, in the case of any payment in euros, is a TARGET Day.

Calculation Date means each of 30 June and 31 December in each year, starting with the First

Calculation Date.

Cash Equivalent Investments means at any time:

(a) bank accounts and certificates of deposit which pay interest either periodically or at maturity

(imposiciones a plazos) maturing within one year after the relevant date of calculation and

issued by an Acceptable Bank;

(b) any investment in marketable debt obligations issued or guaranteed by the government of:

(i) the United States of America;

(ii) the United Kingdom; or

(iii) any member state of the European Economic Area or any Participating Member State

provided that it has a credit rating of at least BBB- from S&P or Fitch or at least

Baa3 from Moody's,

or by an instrumentality or agency of any of them having an equivalent credit rating, maturing

within one year after the relevant date of calculation and not convertible or exchangeable to

any other security;

(c) 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:

(A) the United States of America;

(B) the United Kingdom; or

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(C) provided that it has a credit rating of not less than that attributable by S&P,

Fitch or Moody's to Spain, any member state of the European Economic

Area or any Participating Member State;

(iii) which matures within six months after the relevant date of calculation; and

(iv) which has a credit rating of at least BBB- from S&P or Fitch or at least Baa3 from

Moody's;

(d) any investment in money market funds which: (i) have a credit rating of at least BBB- from

S&P or Fitch or at least Baa3 from Moody's, (ii) which invest substantially all of their assets

in securities of the types described in paragraphs (b) and (c) above; and (iii) can be turned into

cash on not more than 30 days' notice; or

(e) any other debt security approved by the Bond Trustee (acting in accordance with the Trust

Deed),

in each case, denominated in euro and to which the Issuer is beneficially entitled at that time and which

is not issued or guaranteed by any Issuer Related Party or subject to any Security Interest (other than

Security Interest arising under the Security Documents).

Certificate means any certificate attesting to the relevant Bondholder's holding of Bonds in the

relevant registry.

Closing Date means 27 May 2015.

CNMV means Spanish Securities Market Commission (Comisión Nacional del Mercado de Valores).

Compensation means moneys due to be paid or actually paid to the Issuer due to termination of the

Concession Agreement pursuant to clause 66.2 of the Terms of Tender of the Concession Agreement.

Compliance Certificate means an Officer's Certificate, substantially in the form of Schedule 3 (Form

of Compliance Certificate) to the Trust Deed.

Concession Agreement means the concession agreement dated 19 December 2012 between the

Authority and the Issuer in respect of the Project.

Conditions has the meaning given to that term in the recitals to these Conditions.

Construction Costs means fees, costs and expenses (together with value added and other equivalent

taxes) payable by the Issuer to the Contractor in respect of constructing, completing and

commissioning the Project under, and in accordance with the terms of, the Construction Contract.

Construction Contract means the construction contract dated 31 July 2013 between the Issuer and the

Contractor in relation to the construction of the Project, as amended from time to time.

Construction Performance Bonds means the bonds that are payable on first demand to the Issuer

securing the obligations of the Contractor under the Construction Contract.

Consumer Price Index means the consumer price index as compiled and published monthly by the

Spanish National Institute of Statistics (Instituto Nacional de Estadistica).

Contractor means UTE Acciona Infraestructuras, S.A.U. and Ferrovial Agroman, S.A. or any new

contractor appointed in accordance with a Replacement Plan.

Contractor Bonus means an amount up to a maximum of EUR 850,000 to be billed and paid to the

Contractor by the Issuer in July 2015, August 2015 and September 2015 if the Issuer receives the

applicable compensation payment from the Authority for the early completion of the Works, in

accordance with the terms of the Construction Contract.

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Creditors means the Secured Creditors and the Shareholders.

Debt Document means:

(a) a Finance Document; or

(b) a Shareholder Document.

Debt Service means for any Relevant Period, the sum of:

(a) interest in respect of the Bonds; and

(b) principal in respect of the Bonds.

Debt Service Reserve Account means the account opened, designated as such and maintained by the

Issuer, in each case, in accordance with the Account Bank Agreement.

Debt Service Reserve Minimum Balance means:

(a) for the period beginning on the Closing Date up to but excluding the First Calculation Date,

€4,262,215.82; and

(b) for the Relevant Period beginning on each Calculation Date thereafter, an amount equal to the

Debt Service for the Relevant Period beginning on that Calculation Date.

Default means:

(a) an Event of Default; or

(b) a Potential Event of Default.

Direct Agreement means the direct agreement dated on or about the Closing Date between the Issuer,

the Contractor and the Security Agent.

Discretion Matter means any discretion which, under the terms of the Trust Deed, may be taken at the

Bond Trustee's absolute discretion.

Distribution Account means the account opened, designated as such and maintained by the Issuer, in

each case, in accordance with the Account Bank Agreement.

Distributable Amount means the amount standing to the credit of the General Account on each

Calculation Date:

(a) after satisfying all prior transfers or payments under the pre-enforcement payment waterfall

contained in clause 4.2(a) (Withdrawals) of the Account Bank Agreement; and

(b) after deducting an amount equal to the Project Costs then due and payable but not paid.

Enforcement Instruction Notice means a resolution by the Bondholders (in accordance with

Condition 14.1 (Meetings of Bondholders) to instruct the Bond Trustee to send an Enforcement Notice

to the Issuer in accordance with paragraph (a) of Condition 13 (Enforcement).

Enforcement Notice has the meaning given to that term in Condition 13(a)(i)(Enforcement).

Environment means humans, animals, plants and all other living organisms including the ecological

systems of which they form part and the following media:

(a) air (including, without limitation, air within natural or man-made structures, whether above or

below ground);

(b) water (including, without limitation, territorial, coastal and inland waters, water under or

within land and water in drains and sewers); and

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(c) land (including, without limitation, land under water).

Environmental Claim means any claim, proceeding, formal notice or investigation by any person in

respect of any Environmental Law.

Environmental Law means any applicable law or regulation which relates to:

(a) the pollution or protection of the Environment;

(b) the conditions of the workplace including labour and employment conditions; and

(c) the generation, handling, storage, use, release or spillage of any substance which, alone or in

combination with any other, is capable of causing harm to the Environment, including,

without limitation, any waste.

Environmental Permits means any permit and other Authorisation 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 Cure Amount has the meaning given to that term in Condition 12.1(a) (Remedy Rights)

Equity Cure Right has the meaning given to that term in Condition 12.1(a) (Remedy Rights)

EURIBOR means the Eurozone Interbank Offered Rate.

Event of Default has the meaning given to that term in Condition 11.1 (Events of Default)

Expropriation Letters of Credit means each letter of credit (if any) which is:

(a) in favour of the Issuer as beneficiary;

(b) granted on terms whereby the Issuer has no obligation to counter-indemnify the provider in

respect of any payments made by the provider of the letter of credit; and

(c) available to the Issuer to cover payments it needs to make in relation to further expropriation

payments arising out of or in connection with the Project.

Expropriation Reserve Account means the account designated as such in accordance with the

Account Bank Agreement which is:

(a) opened and maintained by the Issuer in accordance with the Account Bank Agreement;

(b) funded from amounts standing to the credits of the Distribution Account or from Additional

Equity paid into that account; and

(c) available to the Issuer to cover payments it needs to make in relation to further expropriation


Extraordinary Resolution means a resolution in respect of (i) an Extraordinary Voting Matter; (ii) the

substitution of the Issuer in accordance with Condition 14.4 (Substitution); or (iii) any resolution

passed as an Extraordinary Resolution in accordance with the Trust Deed.

Extraordinary Voting Matter means any modification, amendment or waiver of Conditions 4

(Information Covenants), 5.11 (Change of Business), 5.12 (Acquisitions), 5.15 (Negative Pledge), 5.16

(Disposals), 5.18 (Loans or Credit), 5.19 (No Guarantees or Indemnities), 5.21 (Restricted

Investments), 5.22 (Financial Indebtedness) and 5.24 (Project Documents) and, in each case, any

defined terms used therein.

Final Discharge Date means the date on which all the Secured Liabilities have been fully and finally

discharged to the satisfaction of the Security Agent, whether or not as the result of enforcement, and

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the Secured Creditors are under no further obligation to provide financial accommodation to the Issuer

under any of the Finance Documents.

Final Maturity Date means, to the extent any Bonds are outstanding at that time, 31 December 2041.

Finance Documents means:

(a) the Bonds;

(b) the Trust Deed;

(c) the Agency Agreement;

(d) the Account Bank Agreement;

(e) each Security Document;

(f) the Direct Agreement;

(g) the Security Trust and Subordination Deed; and

(h) any other document designated as such by the Issuer and the Security Agent (acting on the

instructions of the Bond Trustee in accordance with the Security Trust and Subordination

Deed).

Financial Indebtedness means any indebtedness for or in respect of:

(a) moneys borrowed and debit balances at banks or other financial institutions;

(b) any acceptance under any acceptance credit or bill discounting facility (or dematerialised

equivalent);

(c) any bond or note purchase facility or the issue of bonds, notes, debentures, loan stock or any

similar instrument;

(d) the amount of any liability in respect of any lease or hire purchase contract which would, in

accordance with the Accounting Standards, be treated as a finance or capital lease;

(e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-

recourse basis);

(f) any counter indemnity obligation in respect of any guarantee, indemnity, bond, standby or

documentary letter of credit or other instrument issued by a bank or financial institution;

(g) any amount raised by the issue of shares which are redeemable (other than at the option of the

Issuer) before the Final Maturity Date or are otherwise classified as borrowings under the

Accounting Standards;

(h) any amount of any liability under an advance or deferred purchase agreement if: (i) one of the

primary reasons behind entering into the agreement is to raise finance or to finance the

acquisition or construction of the asset or service in question; or (ii) the agreement is in

respect of the supply of assets or services and payment is due more than 120 days after the

date of supply;

(i) any Shareholder Funding Loan;

(j) any amount raised under any other transaction (including any forward sale or purchase, sale

and sale back or sale and leaseback agreement) having the commercial effect of a borrowing

or otherwise classified as borrowings under the Accounting Standards; or

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(k) the amount of any liability in respect of any guarantee for any of the items referred to in

paragraphs (a) to (j) above,

but in each case without double counting.

Financial Model means the financial model prepared by the Issuer on or before the Closing Date in

connection with the issue of the Bonds, as audited by the Financial Model Auditor.

Financial Model Auditor means Deloitte, S.L. or any other entity appointed as financial model auditor

in accordance with the Transaction Documents from time to time.

Financial Statements the Annual Financial Statements or the Semi-Annual Financial Statements as

applicable.

Financial Year means the annual accounting period of the Issuer ending on or about 31 December in

each year.

First Calculation Date means 31 December 2015.

Fitch means Fitch Ratings Ltd. and any successor to the rating agency business of Fitch Ratings Ltd.

Forecasted Debt Service Coverage Ratio or Forecasted DSCR means on each Calculation Date in

respect of the Relevant Period commencing on the relevant Calculation Date, the ratio of: (i) forecast

Net Cashflow to (ii) the forecast Debt Service in each case during such period.

Full Services Commencement Date means the date on which the Authority issues the final document

authorising the entry into service of the Project.

A Funding Shortfall occurs if, at any time prior to the projected Full Services Commencement Date,

the aggregate (without double counting) of:

(a) the amount which is then projected and estimated to be the maximum liability of the Issuer to

make payments (whether past due and unpaid, current and due or future) in respect of

Construction Costs prior to or on the projected Full Services Commencement Date in order to

ensure that the Works are completed and the Full Services Commencement Date occurs; and

(b) the amount which is then projected and estimated to be the maximum liability of the Issuer to

make all other payments (whether past due and unpaid, current and due or future), including in

respect of other Project Costs and Debt Service falling due prior to the projected Full Services

Commencement Date,

exceeds the aggregate at such time of the following amounts to the extent that such amounts

are available for funding any projected and estimated liabilities of the Issuer referred to in

paragraph (a) or (b) above in accordance with the Finance Documents:

(i) all amounts then standing to the credit of the General Account;

(ii) any amount then standing to the credit of a Project Account (except the Debt Service

Reserve Account) which: (A) can be applied to fund amounts projected to be

incurred under paragraphs (a) and (b) above; and (B) are in respect of costs for which

such amounts are permitted to be withdrawn from the relevant account in accordance

with the Account Bank Agreement (including for the avoidance of doubt, any interest

accrued on any such accounts);

(iii) the projected and estimated: (A) Project Income; and (B) liquidated damages or

compensation under any Project Document in respect of loss of revenue receivable

by the Issuer during the period from the date of such calculation up to the projected

Full Services Commencement Date; and

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(iv) the aggregate amount (A) available for drawing on the date of such calculation under

the Expropriation Letters of Credit and/or (B) if opened, standing to the credit of the

Expropriation Reserve Account, up to the maximum amount of payments that the

Issuer reasonably believes it may need to make in relation to further expropriation


Further Bonds means any further Bonds issued in accordance with Condition 17 (Further Issues).

General Account means the account opened, designated as such and maintained by the Issuer, in each

case, in accordance with the Account Bank Agreement, or such other account as may be opened, with

the consent of the Security Agent (acting on the instructions of the Bond Trustee in accordance with the

Security Trust and Subordination Deed), at any branch of the Account Bank in Spain in replacement of

such account.

Gross-Up Event has the meaning given to that term in paragraph (a) of Condition 10 (Taxation).

Historic Debt Service Coverage Ratio or Historic DSCR means on each Calculation Date in respect

of the Relevant Period ending on the relevant Calculation Date, the ratio of: (i) the actual Net Cashflow

to (ii) the actual Debt Service in each case during such period.

Holding Company means, in relation to a company or a corporation, any other company or

corporation in respect of which such company or corporation is a Subsidiary.

Iberclear means the Spanish Sociedad de Gestión de los Sistemas de Registro, Compensación y

Liquidación de Valores, S.A. Unipersonal.

IFRS means international accounting standards within the meaning of IAS Regulation 1606/2002 to

the extent applicable to the relevant Financial Statements.

Independent Expert has the meaning given to it in Condition 4.10 (Challenge and Review).

Indexed means, in respect of any reference to an amount, that amount (as previously indexed) as may

be adjusted up or down at the beginning of each calendar year by a percentage equal to the amount of

percentage increase or, as the case may be, decrease in the Consumer Price Index for such year or as is

otherwise specified in the relevant Finance Document.

Initial Security Documents has the meaning given in Condition 3 (Security).

Insolvency Event means, in respect of any entity and in any jurisdiction:

(a) the initiation of or consent to Insolvency Proceedings by such company or any other person or

the presentation of a petition or application for the making of an administration order;

(b) the giving of notice of appointment of an administrator or the making of an administration

order or an administrator being appointed in respect of such company save for the purpose of

reorganisation on terms approved in writing by the Bond Trustee or by Extraordinary

Resolution of the Bondholders;

(c) a composition, compromise, assignment or arrangement with creditors of such company (as

part of a general composition, compromise, assignment or arrangement affecting such

company's creditors generally) other than a composition, compromise, assignment or

arrangement with respect to any subordinated Financial Indebtedness, any intragroup loan or

guarantee;

(d) the passing by such company of an effective resolution or the making of an order by a court of

competent jurisdiction for the winding up, liquidation or dissolution of such company;

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(e) the appointment of an Insolvency Official in relation to such company or in relation to the

whole or substantially the whole of the undertaking or assets of such company;

(f) the cessation or suspension of payment of its debts generally or a public announcement by

such company of an intention to do so; or

(g) the declaration of a moratorium in respect of all or substantially all of the indebtedness of such

company.

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.

Insolvency Proceedings means, in respect of any company, the winding up, liquidation, dissolution or

administration of such company, or any equivalent or analogous proceedings under the law of the

jurisdiction in which such company is incorporated or of any jurisdiction in which such company

carries on business including the seeking of liquidation, winding up, reorganisation, dissolution,

administration, arrangement, adjustment, protection or relief of debtors.

Insolvency Regulation has the meaning given to that term in Condition 5.28 (Centre of Main

Interests).

Insurance means, as the context may require, any contract of insurance taken out by or on behalf of

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.

Insurance Adviser means AON or any other insurance adviser appointed from time to time.

Insurance Proceeds means all proceeds of Insurance received by or on behalf of the Issuer (whether

by way of claims, return of premia, ex gratia settlements or otherwise) but excluding any such

proceeds paid directly by any insurer to a third party claimant.

Insurance Proceeds Account and Disposal Proceeds Account means the accounts opened,

designated as such and maintained by the Issuer, in each case, in accordance with the Account Bank

Agreement, or such other account as may be opened, with the consent of the Security Agent (acting on

the instructions of the Bond Trustee in accordance with the Security Trust and Subordination Deed), at

any branch of the Account Bank in Spain in replacement of such account.

Insurance Provider means each of Generali España, S.A. de Seguros y Reaseguros and Royal & Sun

Alliance Insurance plc, Sucursal en España (RSA) or any provider of insurance which has a rating for

its long-term unsecured and non-credit enhanced debt obligations of BBB- or higher by S&P or Fitch

or Baa3 or higher by Moody's or a comparable rating from an internationally recognised credit rating

agency.

Intellectual Property Rights means:

(a) any patents, trademarks, service marks, designs, business names, copyrights, database rights,

design rights, domain names, moral rights, inventions, confidential information, knowhow and

other intellectual property rights and interests (which may now or in the future subsist),

whether registered or unregistered; and

(b) the benefit of all applications and rights to use such assets of the Issuer (which may now or in

the future subsist).

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Interest Period means the period from (and including) a Bond Payment Date (or the Bond Payment

Commencement Date) to (but excluding) the next (or first) Bond Payment Date.

Investor Report has the meaning given to that term in Condition 4.7 (Investor Report).

Investor Website has the meaning given to that term in Condition 4.11(a) (Investor Website).

Issuer has the meaning given to that term in the recitals to these Conditions.

Issuer Related Party means any Shareholder of the Issuer or any other Affiliate of the Issuer or of that

Shareholder.

Joint Venture means any joint venture entity, partnership or similar person, the ownership of or other

interest in which does not require the Issuer to consolidate the results of that person with its own as a

Subsidiary.

Legal Reservations means:

(a) the principle that equitable remedies may be granted or refused at the discretion of a court and

the limitation of enforcement by laws relating to insolvency, reorganisation and other laws

generally affecting the rights of creditors;

(b) the time barring of claims under the Limitation Acts, the possibility that an undertaking to

assume liability for or indemnify a person against non-payment of UK stamp duty may be

void and defences of set-off or counterclaim; and

(c) similar principles, rights and defences under the laws of any Relevant Jurisdiction.

Liability means any present or future liability or obligation at any time of the Issuer (or, subject to

provisions of the Security Documents, of a Shareholder) to a Secured Creditor under a Finance

Document, both actual and contingent and whether incurred solely or jointly or as principal or surety or

in any other capacity together with any of the following matters relating to or arising in respect of those

liabilities and obligations:

(a) any claim for breach of representation, warranty or undertaking or on an event of default or

under any indemnity given under or in connection with any document or agreement

evidencing or constituting any other liability or obligation falling within this definition;

(b) any refinancing, novation, deferral or extension of that liability;

(c) any further advance made or 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;

(d) any claim for damages or restitution in the event of rescission of that liability or otherwise in

respect of that liability;

(e) any claim flowing from any recovery by a payment or discharge in respect of that liability on

grounds of preference or otherwise; and

(f) 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.

Lifecycle Contract means any contract or agreement entered into or purchase order made by the Issuer

under which Lifecycle Maintenance Costs are payable.

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Lifecycle Maintenance Costs means, in any period, amounts in respect of lifecycle maintenance

incurred or projected to be incurred by the Issuer, in each case as set out in the Base Case or approved

by the Technical Adviser under Condition 4.4 (Ratios).

Limitation Acts means the Limitation Act 1980 and the Foreign Limitation Periods Act 1984.

LMA means the Loan Market Association.

Maintenance Reserve Account means the account opened, designated as such and maintained by the

Issuer, in each case, in accordance with the Account Bank Agreement, or such other account as may be

opened, with the consent of the Security Agent (acting on the instructions of the Bond Trustee in

accordance with the Security Trust and Subordination Deed), at any branch of the Account Bank in

Spain in replacement of such account.

Maintenance Reserve Minimum Balance means on and from the Closing Date to the First

Calculation Date €1,924,652.74, and for each Relevant Period beginning on a Calculation Date, an

amount equal to the sum of:

(a) 100 per cent. of the forecasted Lifecycle Maintenance Costs for the 12-month period

beginning on that Calculation Date;

(b) 75 per cent. of the forecasted Lifecycle Maintenance Costs for the 12-month period beginning

on the first anniversary of that Calculation Date;

(c) 50 per cent. of the forecasted Lifecycle Maintenance Costs for the 12-month period beginning

on the second anniversary of that Calculation Date; and

(d) 25 per cent. of the forecasted Lifecycle Maintenance Costs for the 12-month period beginning

on the third anniversary of that Calculation Date.

Major Project Party means each of the Issuer, the Operator and the Contractor and any replacement

of any such party as permitted by the Transaction Documents.

MARF means, on the Closing Date, the Spanish Alternative Fixed-Income Market (Mercado

Alternativo de Renta Fija) and shall mean, thereafter, the relevant Stock Exchange from time to time.

Material Adverse Effect means a material adverse effect on:

(a) the business, assets or financial condition of the Issuer;

(b) the ability of the Issuer to meet its payment obligations and other material obligations under

the Finance Documents or the Concession Agreement (where such inability to comply would

be materially adverse to the material interests of the Bondholders as a class);

(c) the validity, legality or enforceability of any Finance Document; or

(d) the ranking of any right in rem established or to be established by any of the Security

Documents.

Member State means any member state of the European Union.

Model Base Case Requirements means in respect of each Relevant Period in the Base Case Model:

(a) the Forecasted DSCR to be at least 1.45:1, or, in the case of the definition of Permitted

Financial Indebtedness and at the time of the proposed incurrence thereof, 1.35:1; and

(b) the BLCR to be at least 1.45:1, or, in the case of the definition of Permitted Financial

Indebtedness and at the time of the proposed incurrence thereof, 1.35:1.

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Money Laundering Laws has the meaning given to that term in Condition 5.8 (Securities

Compliance).

Monitored Costs means the fees, costs and expenses payable by the Issuer set out in the Base Case

which are not Construction Costs, Lifecycle Maintenance Costs, Taxes, Debt Service or any Restricted

Payment made in accordance with Condition 5.20 (Restricted Payments).

Moody's means Moody's Investors Services Limited or any successor to its rating business.

Negative Approval means in relation to the approval of a particular matter, that such approval has

been provided unless, within the relevant period (where appropriate), persons holding or representing

not less than 25% in nominal amount of the Bonds for the time being outstanding have informed the

Bond Trustee in writing that they do not approve the relevant matter. Such matter can be approved, at

any time, by the Bond Trustee acting on the instructions of the Bondholders pursuant to an Ordinary

Resolution

Net Cashflow means in relation to a Relevant Period, the sum of (without double counting):

(a) Project Income;

(b) net interest income on cash balances on the Project Accounts and the Permitted Investments;

(c) insurance proceeds in respect of a delay in start-up, business interruption and property damage

(to the extent not used for reinstatement);

(d) permitted withdrawals from the Maintenance Reserve Account less payments to the

Maintenance Reserve Account;

(e) amounts received by the Issuer as liquidated damages or compensation under any Project

Document in respect of loss of revenue;

(f) refunds and compensations for Taxes;

(g) any net changes in working capital;

less:

(a) Lifecycle Maintenance Costs paid;

(b) Monitored Costs paid;

(c) amounts used in replacement of assets sold or disposed of; and

(d) Taxes paid,

in each case during such Relevant Period.

O&M Agreement means any operation and maintenance agreement between the Issuer and the

Operator in relation to the operation and maintenance of the Project or part of it (as amended and/or

restated from time to time).

Officer's Certificate means a certificate signed by (unless otherwise stated) any one of (or if required

by the Bond Trustee, any two of) the chief financial officer, the chief executive officer, the chief

technical officer or a director of the Issuer and who is authorised to provide such a certificate on behalf

of the Issuer.

Operator means the Issuer or a contractor appointed under any O&M Agreement.

Ordinary Resolution means a resolution in respect of an Ordinary Voting Matter.

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Ordinary Voting Matter means a matter which is neither an Extraordinary Voting Matter nor a

Discretion Matter and which does not relate to an Enforcement Instruction Notice.

outstanding means in relation to the Bonds all the Bonds issued other than:

(a) those Bonds which have been redeemed pursuant to the Trust Deed and these Conditions;

(b) those Bonds in respect of which the date for redemption in accordance with these Conditions

has occurred and the redemption moneys (including all interest payable thereon) have been

duly paid to the Bond Trustee or to the Agent, as applicable, in the manner provided in the

Agency Agreement (and where appropriate notice to that effect has been given to the

Bondholders in accordance with Condition 18 (Notices) and remain available for payment

against presentation of the relevant Bonds;

(c) those Bonds which have been purchased and cancelled in accordance with Condition 7.7

(Open Market Purchases; Cancellation of Bonds); and

(d) those Bonds which have become void under Condition 9 (Prescription);

provided that, for each of the following purposes, namely:

(a) the right to attend and vote at any meeting of the Bondholders, to approve an Extraordinary

Resolution or an Ordinary Resolution in accordance with the Trust Deed as envisaged by

Schedule 2 (Provisions for Meetings of Bondholders) of the Trust Deed or to make any

direction or request by the holders of the Bonds;

(b) the determination of how many and which Bonds are for the time being outstanding for the

purposes of clause 10.1 (Action, Proceedings and Indemnification) of the Trust Deed,

Condition 13 (Enforcement), Condition 14 (Meetings of Bondholders, Modification and

Waiver) and paragraphs 7, 8 and 11 of Schedule 2 (Provisions for Meetings of Bondholders)

of the Trust Deed;

(c) any discretion, power or authority (whether contained in these presents or vested by operation

of law) which the Bond Trustee is required, expressly or impliedly, to exercise in or by

reference to the interests of the Bondholders or any of them; and

(d) the determination by the Bond Trustee whether any event, circumstance, matter or thing is, in

its opinion, materially prejudicial to the interests of the Bondholders or any of them,

those Bonds (if any) which are for the time being held by or on behalf of or for the benefit of the Issuer

or any Issuer Related Party, in each case as beneficial owner, shall (unless and until ceasing to be so

held) be deemed not to remain outstanding.

Participating Member State means any Member State that has the euro as its lawful currency under

legislation of the European Union relating to Economic and Monetary Union.

Perfection Requirements means the making or procuring of the appropriate registrations, filings

and/or notifications of the Security Documents and for the Security Interests created by them.

Permitted Acquisition means:

(a) an acquisition of a business or undertaking to provide some or all of the operation of the

Project, where such business or undertaking is concerned principally with the operation of the

Project and where the consideration for such acquisition (including associated costs and

expenses) together with any other assumed Financial Indebtedness or actual or contingent

liability remaining in the acquired company or business at the date of acquisition (when

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aggregated with the consideration for any other acquisition falling under this paragraph since

the Closing Date) does not exceed €2,000,000 (Indexed) (or its equivalent);

(b) an acquisition of securities which are Cash Equivalent Investments so long as those Cash

Equivalent Investments become subject to the Security Documents as soon as is reasonably

practicable thereafter; and

(c) the acquisition of any Bonds pursuant to any permitted buyback subject to the terms of the

Finance Documents.

Permitted Business means the business of the Issuer, being:

(a) the business of being a road network operator comprising operating, maintaining, repairing

and upgrading a road network and/or roads and the provision of services and facilities for and

connected therewith, in accordance with the Concession Agreement; and

(b) any other business ancillary to the activities set out in paragraph (a) above or which is

approved by the Bond Trustee (acting in accordance with the Trust Deed),

provided that the activities set out in paragraph (a) above constitute the principal business carried on by

the Issuer.

Permitted Disposal means any sale, lease, license, transfer or other disposal which is on arm's length

terms:

(a) of trading stock or cash made by the Issuer in the ordinary course of business of the disposing

entity;

(b) of assets in exchange for other assets comparable or superior as to type, value and quality;

(c) of obsolete or redundant vehicles, plant, equipment, parts or similar items for cash;

(d) of Cash Equivalent Investments for cash or in exchange for other Cash Equivalent

Investments;

(e) arising as a result of any Permitted Security; and

(f) arising from the application or disposal of cash not otherwise prohibited under the Finance

Documents.

Permitted Financial Indebtedness means Financial Indebtedness:

(a) arising under the Transaction Documents;

(b) arising under any Shareholder Funding Loan;

(c) arising under or in respect of a Permitted Loan or a Permitted Guarantee;

(d) in respect of:

(i) a finance lease or hire purchase arrangement entered into primarily as a method of

raising financing for or financing the acquisition of leased assets; or

(ii) any deferred purchase arrangement for assets or services acquired in the ordinary

course of its business which is on terms that require the indebtedness to be repaid

with 90 days of delivery of the goods or performance of the services, as the case may

be,

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provided that the capital value of the goods financed shall not (together with any other

Financial Indebtedness permitted under this paragraph exceed €2,000,000 (Indexed) (or its

equivalent) in aggregate at any one time;

(e) incurred or to be incurred where:

(i) the Historic DSCR is not less than 1.35:1 as at the most recent Calculation Date;

(ii) each of the Forecasted DSCR and the BLCR is not less than 1.35:1 as at the most

recent Calculation Date (which for the avoidance of doubt shall take into account any

Debt Service payments arising out of the proposed Permitted Financial Indebtedness

as if it had been incurred on such Calculation Date);

(iii) the Issuer has prepared an Updated Base Case in accordance with Condition 4.5

(Updated Base Case) and such Updated Base Case meets the Model Base Case

Requirements;

(iv) if the proposed Financial Indebtedness is in the form of Further Bonds, the Issuer has

delivered to the Bond Trustee written confirmation from S&P, Fitch or Moody's (for

the purposes of this definition of Permitted Financial Indebtedness, the Relevant

Rating Agency) that the rating of the Bonds immediately following the issuance of

Further Bonds is not expected to be less than BBB by S&P or Fitch (if the Relevant

Rating Agency is S&P or Fitch) or Baa2 by Moody's (if the Relevant Rating Agency

is Moody's) after the Issuer has notified the Relevant Rating Agency in writing of the

issue of the proposed Further Bonds;

(v) the Financial Indebtedness is: (A) in the form of Further Bonds; or (B) if not in the

form of Further Bonds, the creditors of such Financial Indebtedness have either

agreed to be subordinated in all respects to the claims of the Secured Creditors and

the parties to such Financial Indebtedness have entered into an intercreditor

agreement with the Issuer, the Shareholders, the Bond Trustee and the Security

Agent, in each case on terms approved by the Security Agent (acting on the

instructions of the Bond Trustee in accordance with the Security Trust and

Subordination Deed); and

(vi) the principal amount of such Financial Indebtedness does not exceed €60,000,000

(Indexed) (or its equivalent).

Permitted Guarantee means:

(a) the endorsement of negotiable instruments in the ordinary course of trade;

(b) any performance or similar bond, guarantee or indemnity or undertaking guaranteeing

performance by the Issuer under any contract entered into in the ordinary course of business;

(c) any guarantee permitted as Permitted Financial Indebtedness;

(d) any guarantee given in respect of the netting or set-off arrangements permitted pursuant to

paragraph (b) of the definition of Permitted Security;

(e) any guarantee granted under the Finance Documents; and

(f) any guarantee not otherwise permitted under the preceding paragraphs provided that the

aggregate maximum potential liability of the Issuer thereunder does not exceed (without

double counting) €5,000,000 (Indexed) (or its equivalent) in aggregate at any time.

Permitted Investment means an investment:

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(a) which is in freely negotiable and marketable debt instruments denominated in euro;

(b) which has, at the time it is acquired by or on behalf of the Issuer, a remaining term to maturity

of 365 days or fewer;

(c) which is a Cash Equivalent Investment; and

(d) permitted by the Bond Trustee (acting on the instructions of the Bondholders pursuant to an

Ordinary Resolution).

Permitted Loan means:

(a) any trade credit extended by the Issuer to its customers, tenants or licensees, on normal

commercial terms and in the ordinary course of its trading activities;

(b) any loan made by the Issuer to a Shareholder which is permitted by Condition 5.20 (Restricted

Payments); and

(c) any loan extended by the Issuer (other than to any Issuer Related Party) so long as the

aggregate amount of the Financial Indebtedness under any such loans does not exceed

€5,000,000 (Indexed) (or its equivalent) in aggregate at any time.

Permitted Payment means:

(a) a payment on or about the Closing Date in respect of fees, costs and expenses incurred by an

Issuer Related Party on behalf of the Issuer or by the Issuer in connection with the issue of the

Bonds;

(b) a payment by the Issuer under, and in accordance with the terms of, a Project Document;

(c) any payment by the Issuer of Monitored Costs to an Issuer Related Party which is on an arm's-

length basis; and

(d) any Restricted Payment made in accordance with Condition 5.20 (Restricted Payments).

Permitted Security means:

(a) any Security Interest or Quasi-Security arising by operation of law and in the ordinary course

of trading and not as a result of any default or omission by the Issuer;

(b) any netting or set-off arrangement entered into by the Issuer with an Acceptable Bank in the

ordinary course of its banking arrangements for the purpose of netting debit and credit

balances of the Issuer but only so long as: (i) such arrangement does not permit credit balances

of the Issuer to be netted or set off against debit balance of any other party; and (ii) such

arrangement does not give rise to other Security Interests over the assets of the Issuer in

support of liabilities of any other party;

(c) any Security Interest or Quasi-Security over or affecting any asset acquired by the Issuer after

the Closing Date if:

(i) the Security Interest or Quasi-Security was not created in contemplation of the

acquisition of that asset by the Issuer;

(ii) the principal amount secured has not been increased in contemplation of or since the

acquisition of that asset by the Issuer; and

(iii) the Security Interest or Quasi-Security is removed or discharged within 60 days of

the date of acquisition of such asset;

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(d) any Security Interest or Quasi-Security arising under any retention of title, hire purchase or

conditional sale arrangement or arrangements having similar effect in respect of goods

supplied to the Issuer in the ordinary course of trading and on the supplier's standard or usual

terms and not arising as a result of any default or omission by the Issuer;

(e) the Security Interests created pursuant to the Security Documents;

(f) any Security Interest or Quasi-Security arising in the ordinary course of trade over documents

of title or goods as part of a letter of credit transaction;

(g) any Security Interest or Quasi-Security over bank accounts (other than a mandatory

prepayment account or a holding account) of the Issuer in favour of the account holding bank

with whom the Issuer maintains a banking relationship in the ordinary course of trade and

granted as part of that bank's standard terms and conditions;

(h) until released (or, if not released by 1 June 2015, until that date), any Security Interest

securing liabilities of the Issuer discharged by the Issuer out of the net proceeds of the issue of

the Bonds; and

(i) any Security Interest or Quasi-Security securing Financial Indebtedness the outstanding

principal amount of which (when aggregated with the outstanding principal amount of any

other Financial Indebtedness which has the benefit of Security Interest given by the Issuer

other than any permitted under paragraphs (a) to (g) above, any Financial Indebtedness

assumed under paragraph (a) of the definition of Permitted Acquisition and any Financial

Indebtedness incurred under paragraph (a) of the definition of Permitted Financial

Indebtedness) does not exceed €2,000,000 (Indexed) (or its equivalent) in aggregate at any

time.

Permitted Transaction means any transaction approved or consented to by the Security Agent (acting

on the instructions of the Bond Trustee in accordance with the Security Trust and Subordination Deed).

Potential Event of Default means any event or circumstance specified in Condition 11(Events of

Default) which would, with the expiry of a grace or cure period, with the giving of notice, with the

making of any determination under the Finance Documents or any combination of the foregoing,

become an Event of Default.

Principal Amount Outstanding means, in relation to a Bond, the original face value thereof less any

repayment of principal made to the holder(s) thereof in respect of such Bond, which, in the absence of

any other redemption of the Bonds is, on any Bond Payment Date, expected to be as set out in the

Redemption Schedule.

Project means the Works to be undertaken by the Issuer under the Concession Agreement.

Project Account means each of the Debt Service Reserve Account, the General Account, the

Maintenance Reserve Account and the Insurance Proceeds, Disposal Proceeds Account and, if opened,

the Expropriation Reserve Account.

Project Costs means:

(a) Monitored Costs;

(b) Construction Costs;

(c) Lifecycle Maintenance Costs; and

(d) Taxes.

Project Documents means each of the following:

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(a) the Concession Agreement;

(b) any O&M Agreement;

(c) any Lifecycle Contract;

(d) the Construction Contract; and

(e) any other document designated as such by the Issuer and the Security Agent (acting on the


Deed).

Project Income means all moneys received or forecast to be received by the Issuer in relation to the

Project or in relation to any other business income.

Quasi-Security has the meaning given to that term in Condition 5.15(b) (Negative Pledge).

Rating Agency means any one of S&P, Moody's or Fitch or any other internationally recognised rating

agency and any successor to any of them.

Ratios means the Historic DSCR, the Forecasted DSCR and the BLCR.

Redemption Amount means an amount equal to the higher of: (i) the Principal Amount Outstanding

of the Bonds (or as the case may be, the relevant part of it) as at the relevant Redemption Date, together

with accrued but unpaid interest to such date; and (ii) the present value at the Redemption Date of: (A)

the Principal Amount Outstanding of the Bonds as at the relevant Redemption Date plus (B) all

remaining required interest payments due on the Bonds to the Final Maturity Date (excluding accrued

but unpaid interest to the Redemption Date), computed by a suitably qualified financial institution

appointed by the Issuer using a discount rate equal to the Reference Rate as of the Redemption Date

and assuming the relevant Bonds would otherwise have been redeemed in accordance with Condition

7.2 (Scheduled Redemption).

Redemption Date means each date indicated in the relevant notice delivered by the Issuer pursuant to

Conditions 7.3 (Mandatory Early Redemption-Termination Notice), 7.4 (Mandatory Prepayment –

Equity Cure), 7.5 (Redemption for Taxation) or 7.6 (Optional Redemption) on which the Issuer will

redeem the Bonds (in whole or in part, as the case may be).

Redemption Premium means, with respect to each Bond on any date, the amount (if any) by which

the Redemption Amount, as determined for these purposes only in accordance with subparagraph (ii) of

the definition of Redemption Amount, exceeds its Principal Amount Outstanding on such date.

Redemption Schedule has the meaning given to it in Condition 7.2 (Scheduled Redemption).

Reference Rate means the bid-side rate for the fixed leg of a hypothetical interest rate swap with a

notional profile equal to the semi-annual interest that would be payable on the Bonds (had the

redemption not taken place), with the same payment dates as the Bonds and a floating leg of six-month

EURIBOR with no spread and where such hypothetical interest rate swap is between fully

collateralised market counterparties plus the Applicable Make-Whole Spread. The Reference Rate shall

be determined by a suitably qualified financial institution appointed by the Issuer with the prior written

approval of the Bond Trustee using its standard valuation methodology as at the date of calculation.

Regulation S means Regulation S adopted by the U.S. Securities and Exchange Commission (SEC)

under the Securities Act.

Relevant Date means the date on which a payment under the Bonds first becomes due, except that, if

the full amount of the moneys payable has not been duly received by the Bond Trustee or the Agent on

or prior to such due date, it means the date on which, the full amount of such moneys having been so

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received, notice to that effect is duly given to the Bondholders in accordance with Condition 18

(Notices).

Relevant Jurisdiction means, in relation to the Issuer and any other entity:

(a) its jurisdiction of incorporation;

(b) any jurisdiction where any asset subject to or intended to be subject to the Security to be

created by it is situated;

(c) any jurisdiction where it conducts its business; and

(d) the jurisdiction whose laws govern the perfection of any Security or any of the Security

Documents entered into by it.

Relevant Period means, for the purpose of:

(a) any Calculation Date in respect of the Forecasted Debt Service Coverage Ratio, the period of

12 months from (but excluding) that Calculation Date to (and including) the first anniversary

of that Calculation Date;

(b) any Calculation Date in respect of the Historic Debt Service Coverage Ratio, the period of 12

months from (but excluding) the date falling one year prior to that Calculation Date to (and

including) that Calculation Date (save for the First Calculation Date, for which it is the period

of six months from (but excluding) 30 June 2015 to (and including) the First Calculation

Date);

(c) any Calculation Date in respect of the Debt Service Reserve Minimum Balance, the period of

12 months from (but excluding) that Calculation Date to (and including) the first anniversary

of that Calculation Date;

(d) any Calculation Date in respect of the Maintenance Reserve Minimum Balance, the period of

48 months from (but excluding) that Calculation Date to (and including) the fourth

anniversary of that Calculation Date; and

(e) any Calculation Date in respect of the Bond Life Cover Ratio, the period from (but excluding)

that Calculation Date to (and including) the Final Maturity Date.

Relevant Taxing Jurisdiction has the meaning given to that term in paragraph (c) of Condition 10

(Taxation).

Replacement Plan has the meaning give to that term in Condition 12.2 (Replacement Plan).

Restricted Payment means:

(a) any payment by way of loan or repayment of any loan or otherwise, or distribution or dividend

on share capital, by the Issuer to an Issuer Related Party;

(b) any payment or repayment of interest, the principal of or other charges under any Shareholder

Funding Loan; or

(c) any other payment by the Issuer to an Issuer Related Party.

Restricted Payment Conditions means, in relation to a payment to the Distribution Account of

amounts which may be used to fund a Restricted Payment, that:

(a) no Default is subsisting or would result from making any such Restricted Payment;

(b) the balance of the Debt Service Reserve Account is at least the Debt Service Reserve

Minimum Balance;

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(c) the balance of the Maintenance Reserve Account is at least the Maintenance Reserve

Minimum Balance;

(d) the Forecasted DSCR on the most recent Calculation Date is at least 1.15:1;

(e) the Historic DSCR on the most recent Calculation Date is at least 1.15:1;

(f) the BLCR (taking into account the proposed Restricted Payment) on the most recent

Calculation Date is at least 1.15:1; and

(g) the Issuer is in compliance with its obligations under paragraph (d) of Condition 5.25 (Project

Accounts).

S&P means Standard & Poor's Rating Services, a division of the McGraw-Hill Companies, Inc.

Secured Asset has the meaning given in Condition 3(b) (Security).

Secured Creditors means:

(a) the Security Agent (in its own capacity and on behalf of the other Secured Creditors);

(b) the Bondholders;

(c) the Bond Trustee (in its own capacity and on behalf of the Bondholders);

(d) the Account Bank; and

(e) the Agent.

Secured Liabilities means all Liabilities payable or owing by the Issuer (or, subject to the provisions

of the Security Documents, a Shareholder) to any Secured Creditor under or in connection with the

Finance Documents.

Securities Act means the United States Securities Act of 1933, as amended.

Security means the Security Interests expressed to be created in favour of the Security Agent or the

Secured Creditors pursuant to the Security Documents, including any enforcement enhancing

instrument, guarantee or obligation to provide cash collateral or further assurance thereunder.

Security Agent has the meaning given to that term in the recitals to these Conditions.

Security Agent Claim has the meaning given to that term in clause 12.2 (Independent creditor for

Secured Creditors) of the Security Trust and Subordination Deed.

Security Interest means a 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 Documents means:

(a) each Initial Security Document;

(b) any other document under which additional Security has been granted to secure the Secured

Liabilities; and

(c) any other document designated as such by the Issuer and the Security Agent (acting on the


Deed).

Security Trust and Subordination Deed has the meaning given to that term in the recitals to these

Conditions.

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Semi-Annual Financial Statements has the meaning given to that term in Condition 4.1 (Financial

Statements).

Shareholder means the shareholders of the Issuer, being at the Closing Date the following parties in

the following share percentages:

(a) Meridiam Infrastructure Finance II S.à.r.l.: 50%;

(b) Acciona Infraestructuras, S.A.U.: 25%; and

(c) Cintra Infraestructuras, S.A.: 25%,

and any person who accedes as a Shareholder to the Security Trust and Subordination Deed in

accordance with clause 15.2 (New Shareholders) of the Security Trust and Subordination Deed.

Shareholder Documents means:

(a) the articles of association (estatutos sociales) and other constitutional documents of the Issuer;

(b) the Security Trust and Subordination Deed;

(c) each Shareholder Funding Loan Agreement; and

(d) any other document designated as such by the Bond Trustee (acting in accordance with the

Trust Deed) and the Shareholders.

Shareholder Funding Loan means any loan made available to, credit granted to or any other Financial

Indebtedness or financial arrangement having similar effect made to, in each case, the Issuer by a

Shareholder provided that:

(a) repayment of such loans or credit and payments of interest or other amounts in respect of such

loans or credit is subject to the terms of the Security Trust and Subordination Deed; and

(b) security over such loans or credits is granted to the Security Agent for the benefit of itself and

the Secured Creditors in accordance with the Security Trust and Subordination Deed.

Shareholder Funding Loan Agreements means any agreement or other document setting out the

terms (or any of them) or evidencing, or constituting, a Shareholder Funding Loan.

Sole Arranger and Global Coordinator means HSBC Bank plc.

Spain means the Kingdom of Spain.

Spanish GAAP means the Spanish generally accepted accounting principles as established in the

General Accounting Plan approved by Royal Decree 1514/2007 and the amendments made to it by

Royal Decree 1159/2010, and the regulations adapting the General Accounting Plan for public

infrastructures concessionaires approved by the EHA/3362/2010 on December 23, entered into force on

1 January 2011.

Stock Exchange means MARF 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.

Subsidiary means a subsidiary within the meaning of section 1159 of the UK Companies Act 2006

and, unless the context otherwise requires, a subsidiary undertaking within the meaning of section 1162

of the UK Companies Act 2006 or, where appropriate, within the meaning of article 42 of the Spanish

Commerce Code 1885 (as amended).

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TARGET Day means any day on which the TARGET2 System is open for the settlement of payments

in euro.

TARGET2 System means the Trans-European Automated Real-Time Gross Settlement Express

Transfer Payment System (Target 2) which utilises a single shared platform and which was launched

on 19 November 2007.

Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any

related penalty or interest payable in connection with any failure to pay or any delay in paying any of

the same) and Taxes, taxation, taxable and comparable expressions shall be construed accordingly.

Technical Adviser means Mott MacDonald or such other technical adviser appointed in accordance

with Condition 5.33 (Technical Adviser).

Termination Notice means the resolution issued by the Authority declaring the termination of the

Concession following the carrying out by the Authority of the relevant administrative procedures.

Transaction Documents means the Finance Documents and the Project Documents.

Trust Deed has the meaning given to that term in the recitals to these Conditions.

Updated Base Case has the meaning given to it in Condition 4.5 (Updated Base Case).

UK means the United Kingdom of England and Wales.

US means the United States of America.

VAT means the Spanish value added tax imposed pursuant to the Spanish Law 37/1992, of 28

December, as amended or substituted from time to time.

Works means the works that the Issuer must undertake pursuant to the Concession Agreement.

21.2 Interpretation

(a) Unless a contrary indication appears, a reference in these Conditions to:

(i) a paragraph is a reference to a paragraph of these Conditions;

(ii) the Authority, the Account Bank, any Bondholder, the Bond Trustee, the Issuer, the

Operator, the Agent, the Security Agent, any Shareholder or any Secured Creditor is a

reference to it in that capacity and not in any other capacity;

(iii) any person includes its successors in title, permitted assigns and permitted transferees and, in

the case of the Security Agent, any person for the time being appointed as Security Agent or

Security Agents in accordance with the Security Trust and Subordination Deed (in the case of

the Bond Trustee, any person for the time being appointed as Bond Trustee or Bond Trustees

in accordance with the Trust Deed, and in the case of the Account Bank, any person for the

time being appointed as Account Bank in accordance with the Account Bank Agreement);

(iv) an amendment includes a supplement, novation, extension (whether of maturity or

otherwise), restatement, re-enactment or replacement (however fundamental and whether or

not more onerous) and amended is to be construed accordingly;

(v) assets includes present and future properties, revenues and rights of every description;

(vi) the original form of a Finance Document or any other agreement or instrument is a reference

to that Finance Document or other agreement or instrument as originally entered into;

(vii) enforcing (or any derivation) the Security includes, without limitation:

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(A) the appointment of an administrator (or any analogous officer in any jurisdiction) of

the Issuer by the Security Agent; and

(B) the making of a demand under clause 12.2 (Independent creditor for Secured

Creditors) of the Security Trust and Subordination Deed;

(viii) a Finance Document or any other agreement or instrument (other than a reference to a

Finance Document or any other agreement or instrument in original form) is a reference to

that Finance Document or other agreement or instrument as amended, novated, supplemented,

extended or restated in accordance with the terms of these Conditions;

(ix) taking proceedings against the Issuer or any other person includes, without limitation,

proving in the winding up of the Issuer or such other person;

(x) any action, remedy or method of proceeding for the enforcement of the rights of creditors

includes, without limitation, any analogous action, remedy or method of proceeding for the

enforcement of the rights of creditors in any jurisdiction;

(xi) indebtedness includes any obligation (whether incurred as principal or as surety) for the

payment or repayment of money, whether present or future, actual or contingent;

(xii) a person includes any individual, firm, company, corporation, government, state or agency of

a state or any association or body (including a partnership, trust, fund, joint venture or

consortium) or other entity (whether or not having separate legal personality);

(xiii) a regulation includes any regulation, rule, official directive, request or guideline (whether or

not having the force of law but if not, where compliance is customarily expected) of any

governmental, intergovernmental or supranational body, agency, department or of any

regulatory, self-regulatory or other authority or organisation;

(xiv) a provision of law is a reference to that provision as amended or re-enacted and includes any

subordinate legislation;

(xv) guarantees or an obligation being guaranteed includes respectively any indemnities or to an

indemnity being given in respect thereof;

(xvi) principal or premium in respect of the Secured Liabilities or to any moneys payable by the

Issuer includes, in the case of amounts of principal or premium payable, a reference to any

specific redemption price provided for in these Conditions;

(xvii) Iberclear or Clearing System includes any other clearing system approved by the Bond

Trustee in relation to the Bonds; and

(xviii) euro or € is to the single currency of the Participating Member States.

(b) A Default is continuing or subsisting if it has not been remedied or waived in accordance with the

Finance Documents.

(c) A reference in these Conditions to any particular rating of a Rating Agency will mean, in respect of

such rating, any equivalent rating of such Rating Agency (or their respective successors) for the time

being (or, if no such equivalent rating exists at the relevant time, the rating designation of such Rating

Agency which the Issuer shall determine, with the agreement of the Bond Trustee, as is most

equivalent to the prior designation of the relevant Rating Agency) and the relevant Condition shall be

construed accordingly

(d) Paragraph, Condition and Schedule headings are for ease of reference only.

(e) Words denoting the singular include the plural and vice versa.

119

(f) Any covenant of the Issuer or a Shareholder under the Finance Documents remains in force until the

Final Discharge Date.

(g) If the Security Agent considers that an amount paid to a Secured Creditor under a Finance Document

meets the relevant criteria under any applicable law (other than Spanish law) for, or is otherwise

capable of, being avoided or otherwise set aside on any Insolvency Proceedings of the payer or

otherwise, then that amount is not considered to have been irrevocably paid or finally discharged for

the purposes of the Finance Documents.

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SALE OF THE BONDS

The Joint Bookrunners have, pursuant to the Subscription Agreement, agreed with the Issuer, subject to the

satisfaction of certain conditions, to act as Joint Bookrunners in connection with the issuance of the Bonds. In

addition, the Issuer has agreed to reimburse the Joint Bookrunners for certain of their expenses in connection

with the issue of the Bonds. The Subscription Agreement entitles the Joint Bookrunners to terminate it in certain

circumstances prior to payment being made to the Issuer.

General

Neither the Issuer nor the Joint Bookrunners have made any representation that any action will be taken in any

jurisdiction by the Joint Bookrunners or the Issuer that would permit a public offering of the Bonds, or

possession or distribution of this Offering Circular (in preliminary, proof or final form) or any other offering or

publicity material relating to the Bonds (including roadshow materials and investor presentations), in any

country or jurisdiction where action for that purpose is required. The Joint Bookrunners have agreed that they

will comply to the best of their knowledge and belief in all material respects with all applicable laws and

regulations in each jurisdiction in which they acquire, offer, sell or deliver Bonds or have in their possession or

distribute this Offering Circular (in preliminary, proof or final form) or any such other material, in all cases at

their own expense. They will also ensure that no obligations are imposed on the Issuer or the Joint Bookrunners

in any such jurisdiction as a result of any of the foregoing actions.

United States

The Bonds have not been and will not be registered under 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. Terms used in this paragraph have

the meanings given to them by Regulation S under the Securities Act.

Each Joint Bookrunner that, except as permitted by the Subscription Agreement, has not offered, sold or

delivered and will not offer, sell or deliver the Bonds: (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 Closing Date (as defined in

the Subscription Agreement) within the United States or to, or for the account or benefit of, U.S. persons, and it

will send to each dealer to which it sells Bonds during the distribution compliance period a confirmation or

other notice setting forth the restrictions on offers and sales of the Bonds within the United States or to, or for

the account or benefit of, U.S. persons. Terms used in this paragraph have the meanings given to them by

Regulation S under the Securities Act.

In addition, until 40 days after the commencement of the offering, an offer or sale of Bonds within the United

States by any dealer (whether or not participating in the offering) may violate the registration requirements of

the Securities Act.

United Kingdom

Each Joint Bookrunner has represented and agreed, and each further Bookrunner appointed under the

programme will be required to represent and agree, that:

(a) it has only communicated or caused to be communicated and will only communicate or cause to be

communicated any invitation or inducement to engage in any investment activity (within the meaning

of Section 21 of the Financial Services and Market Act 2000 (FSMA)) received by it in connection

with the issue or sale of any Bonds in circumstances in which Section 21(1) of the FSMA does not

apply to the Issuer; and

(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything

done by it in relation to any Bonds in, from or otherwise involving the United Kingdom.

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Spain

This Offering Circular has not been registered with the CNMV. The Issue of the securities does not constitute a

public offering in accordance with the provisions of Article 30bis of the Law 24/1988 on Securities Market

(SML). As established by rule 2 of the Circular 3/2014 of MARF, dated 29 October, this Issue is intended

exclusively for professional and qualified investors in accordance with the provisions of Article 78bis 2 of the

SML and Article 39 of Royal Decree 1310/2005 of 4 November, which partially develops Law 24/1988, of 28

July, on the Securities Market, with regard to the admission of securities to trading on official secondary

markets, public offerings or subscription and the prospectus required for this purpose (Royal Decree

1310/2005).

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USE OF PROCEEDS

The net proceeds of the issue of the Bonds will be used by the Issuer to: (i) cancel the Existing Financing and

the Hedging Agreements; (ii) pay a success fee to the Shareholders; and (iii) pay other fees related to the Issue.

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FUNCTIONS OF THE REGISTERED ADVISER (ASESOR REGISTRADO) OF MARF

Registered Adviser

The Issuer has appointed Intermoney Valores, S.V. as its Registered Adviser for the listing of the Bonds

(Intermoney or the Registered Adviser). Intermoney is a company incorporated before the Notary of Madrid,

Mr Antonio Huerta Trólez, on 14 May 1998, under number 1,200 of his official records, registered in the

Madrid Companies Register in Volume 13,186, Page 164, Sheet M-213521, Inscription 1st.

As Registered Adviser, Intermoney is required to assist the Issuer with: (i) the admission of the Bonds on

MARF; (ii) its compliance with any obligations and responsibilities deriving from the Issuer having issued the

Bonds on MARF; (iii) the preparation and presentation of financial and business information required by the

Issuer's participation on MARF; and (iv) the review of any such information to ensure that it complies with the

applicable standards. The Registered Adviser will assist the Issuer in complying with its obligations and

responsibilities as an issuer of securities on MARF and will act as specialised facilitator between MARF and the

Issuer.

The Registered Adviser shall provide MARF with the periodic reports required by it and MARF, in turn, may

request from the Registered Adviser any information it deems necessary in connection with the Registered

Adviser's role (and obligations as Registered Adviser). MARF may take any measures in order to check the

information that has been provided.

Whilst the Bonds are admitted to trading on MARF, the Issuer must have named a Registered Adviser that is

listed on MARF's "Registered Advisers Market Registry".

Confirmations of the Registered Adviser

The Registered Adviser, with respect to the admission of the Bonds to trading on MARF, confirms:

(a) that the Issuer complies with the MARF regulations in relation to the admission of the Bonds to

trading;

(b) that it has assisted the Issuer in preparing the Offering Circular and has reviewed all information

provided by the Issuer to MARF in connection with the application for admission to trading of the

Bonds on MARF; and

(c) that the information provided by the Issuer complies, to the best of the Registered Adviser's knowledge,

with the requirements of the applicable laws and contains no omission likely to mislead potential

investors.

Obligations of the Registered Adviser

Once the Bonds are admitted to trading on MARF, the Registered Adviser will:

(a) review the information that the Issuer prepares and send to MARF periodically or on an ad hoc basis,

and verify that the content meets the requirements and time limits provided in the MARF rules and

regulations;

(b) advise the Issuer on any factors that might affect the Issuer's compliance with its obligations as an

issuer of Bonds that have been admitted to trading on MARF and provide advice as to how to avoid

breaching such obligations;

(c) inform MARF of any facts that would constitute a breach by the Issuer of its obligations in the event of

a potential material breach by the Issuer that had not been cured by the Registered Adviser's advice;

and

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(d) manage, attend and answer queries and requests for information from MARF that MARF may request

in relation to the situation of the Issuer, the evolution of its activity, the level of performance of its

obligations and such other market data deemed relevant.

To this effect, the Registered Adviser shall perform the following actions:

(a) maintain regular and necessary contact with the Issuer and analyse exceptional situations that may

occur in the evolution of the market price, trading volume and other relevant circumstances in the

trading of the Bonds;

(b) sign such statements as may be required under the MARF regulations as a result of the admission to

trading of the Bonds on MARF; and

(c) send to MARF, as soon as possible, any information received from the Issuer in response to enquiries

and requests for information that MARF may have.

Breaches by the Registered Adviser

Any breach by the Registered Adviser of its obligations to MARF may result in MARF taking any of the

following measures:

(a) a written warning which would be required to result in the adoption by the Registered Adviser of steps

to cure any breaches. The Managing Director or the Market Supervision Committee of MARF has the

power to issue such written warning;

(b) a suspension of the Registered Adviser by MARF which would result in a ban on the Registered

Adviser being appointed in such role by new issuers. This measure does not affect previous

appointments and thus the Registered Adviser may continue to act as Registered Adviser regarding

such existing issuers; and/or

(c) removal of the Registered Adviser from the Registered Advisers Market Registry.

The measures listed in (b) and (c) of this paragraph (above) must be agreed upon by the board of directors of

AIAF following a report of the Securities Incorporation Commission (Comisión de Incorporación de Valores)

and after hearing the Registered Adviser concerned. Such measures shall be communicated to the CNMV on the

same day of their adoption, and subsequently published on MARF's website.

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SUMMARY OF CLEARANCE AND SETTLEMENT PROCEDURES APPLICABLE TO BOOK-

ENTRY NOTES

Below is a brief summary of the Spanish clearance and settlement procedures applicable to book-entry notes

such as the Bonds.

Iberclear

Iberclear is the Spanish central securities depository in charge of both the register of securities held in book-

entry form, and the clearing and settlement of all trades from the Spanish Stock Exchanges, Latibex (the Latin

American stock exchange denominated in euro), the Book-Entry Public Debt Market, the Alternative Stock

Market (MAB), MARF and AIAF. To achieve this, Iberclear uses two technical platforms, SCLV (for the

Spanish Stock Exchanges, Latibex and the Alternative Stock Market (MAB)) and CADE (for The Book-Entry

Public Debt Market, AIAF and MARF).

Iberclear is owned by Bolsas y Mercados Españoles, Sociedad Holding de Mercados y Sistemas Financieros,

S.A., a holding company, which holds a 100% interest in each of the Spanish official secondary markets and

settlement systems.

Iberclear Securities Registration System

Iberclear and the Iberclear Members have, among others, the function of keeping the book-entry register of

securities traded on MARF.

The book-entry register structure is divided into: (i) the Spanish Central Registry managed by Iberclear, that

reflects the aggregate balance of the securities held by each of the Iberclear Members (segregated into the

Iberclear Members' own account and accounts held on behalf of third parties); and (ii) an itemised individual

register managed by each of the Iberclear Members, in which securities are listed under the security owner's

name.

Spanish law considers the legal owner of the securities to be:

(a) the Iberclear Member appearing in the records of Iberclear as holding the relevant securities in its own

name; or

(b) the investor appearing in the records of the Iberclear Member as holding the securities.

Iberclear Settlement of securities traded on MARF

Securities traded on MARF are private fixed-income securities represented in the form of book entries.

In the MARF settlement system, transactions may be settled spot transactions, forward transactions (settlement

date more than five days after the relevant trade date), with a repurchase agreement on a fixed date and double

or simultaneous transactions (two trades in opposite directions with different settlement dates).

The settlement system used for securities admitted to listing on MARF is the Model 1 delivery versus payment

system, as per the classification of the Bank for International Settlements: that is, it is a "transaction-to-

transaction" cash and securities settlement system, simultaneous in its finality.

Transactions are settled on the business day agreed by participants at the moment of the trade.

Settlement Cycles: the CADE Platform

The process of settling all reported trades with a value date on a specific day is be carried out in three phases:

(a) First settlement cycle;

(b) Real-time settlement; and

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(c) Session close.

The first cycle includes all transactions reported to CADE up to 6.00pm of D-1, and these are settled if sufficient

funds and an adequate securities balance are available in the pertinent accounts.

The real-time settlement process is carried out between 7.00am and 4.00pm of the settlement day, and the

system first checks if a sufficient securities balance is available. If it is available, but the buyer of the securities

does not have available funds, the order is rejected and returned to CADE, and placed in a queue. The process is

periodically activated until enough balance is available in the relevant accounts to settle outstanding orders with

finality. If the balance in the seller's securities account is insufficient, the transaction is placed in a queue. When

a credit is lodged in a securities account, the system checks whether queued orders can be processed.

At the end of the day, the system tries one last time to settle all transactions not settled in the first cycle or

during the process in real time. The settlement cycle at the end of the day takes place at 5.00pm.

If the seller's securities account has sufficient balance, the system checks – by means of a comparison with the

payment side – whether there is also sufficient balance in the buyer's cash account. That is, securities and cash

are not immediately blocked. Once the transfers of securities and cash have been executed, each of the

transactions is considered final.

Potential Changes

Notwithstanding the above, it should be noted that Law 32/2011 of 4 October, which amends Law 24/1988 of

28 July on the Securities Market (Ley 32/2011, de 4 de octubre, por la que se modifica la Ley 24/1988, de 28

julio, del Mercado de Valores), provides for certain changes that are yet to be implemented in the Spanish

clearing, settlement and registry procedures of securities transactions. These will modify the system and allow

for the integration of the post-trading Spanish systems into the TARGET2 System (TARGET2), which is

scheduled to be fully implemented in February 2017.

The project to reform Spain's clearing, settlement and registry system and its connection to the TARGET2

System (the Reform) introduces significant new features that affect all classes of securities and all post-trade

activities.

The Reform will be implemented in two phases:

(a) The first phase will take place during the last quarter of 2015 and will involve setting up a new system

for equities to include all the changes envisaged in the Reform, including the creation of a central

clearing counterparty in post-trade whose design must be compatible with the TARGET2 System

(messages, account structure, definition of operations, etc.). Accordingly, the SCLV (Servicio de

Compensación y Liquidación de Valores) platform will be discontinued.

That system will continue to settle by the current deadline of T+3, although that should be reduced to

T+2 within a period of two to three months since that is the settlement period in the proposed

regulation on improving securities settlement in the European Union and on central securities

depositories (CSDs).

The CADE (Central de Anotaciones de Deuda Pública) platform will continue to operate unchanged

and cash settlements in the new system will be made in the TARGET2-Bank of Spain cash accounts, as

they are currently.

(b) The second phase will be implemented to coincide with Iberclear's connection to the TARGET2

System, scheduled for the first quarter of 2017. At that time, fixed-income securities will be transferred

to the new system, and CADE will be discontinued.

Equities will also be settled in accordance with the procedures and time periods of the TARGET2

System, so that the interim settlement procedure used in the first phase will be discontinued.

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The second phase will entail unifying the registry and settlement approach for both equities and fixed-

income.

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TAXATION

European Union directive on taxation of savings income

Under the EU Savings Directive, EU Member States are required to provide to the tax authorities of other EU

Member States details of certain payments of interest or similar income paid or secured by a person established

in a Member State to or for the benefit of an individual resident in another EU Member State or certain limited

types of entities established in another EU Member State.

For a transitional period, Austria is required (unless during that period it elects otherwise) to operate a

withholding system in relation to such payments (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). The end of the

transitional period is 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).

On 24 March 2014, the Council of the European Union adopted a Council Directive (the Amending Directive)

amending and broadening the scope of the requirements described above. The Amending Directive requires EU

Member States are required to apply these new requirements from 1 January 2017. The changes will expand the

range of payments covered by the EU Savings Directive, in particular to include additional types of income

payable on securities. The Amending Directive will also expand the circumstances in which payments that

indirectly benefit an individual resident in a Member State must be reported. This approach will apply to

payments made to, or secured for, persons, entities or legal arrangements (including trusts) where certain

conditions are satisfied, and may in some cases apply where the person, entity or arrangement is established or

effectively managed outside of the European Union.

However, in March 2015, the European Commission proposed the repeal of the Savings Directive from 1

January 2017 in the case of Austria and from 1 January 2016 in the case of all other Member States (subject to

on-going requirements to fulfil administrative obligations such as the reporting and exchange of information

relating to, and accounting for withholding taxes on, payments made before those dates and certain other

transitional provisions in the case of Austria). This is to prevent overlap between the Savings Directive and a

new automatic exchange of information regime to be implemented under Council Directive 2011/16/EU on

Administrative Cooperation in the field of Taxation (as amended by Council Directive 2014/107/EU). The

proposal also provides that, if it proceeds, Member States will not be required to apply the new requirements of

the Amending Directive.

U.S. Foreign Account Tax Compliance Withholding

TO ENSURE COMPLIANCE WITH TREASURY DEPARTMENT CIRCULAR 230, PROSPECTIVE

PURCHASERS ARE HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF U.S. FEDERAL TAX

ISSUES IN THIS OFFERING CIRCULAR IS NOT INTENDED OR WRITTEN TO BE RELIED UPON,

AND CANNOT BE RELIED UPON, BY ANY PERSON FOR THE PURPOSE OF AVOIDING PENALTIES

THAT MAY BE IMPOSED ON SUCH PERSON UNDER THE INTERNAL REVENUE CODE; (B) SUCH

DISCUSSION IS INCLUDED HEREIN BY THE ISSUER IN CONNECTION WITH THE PROMOTION OR

MARKETING (WITHIN THE MEANING OF CIRCULAR 230) BY THE ISSUER OF THE

TRANSACTIONS OR MATTERS ADDRESSED HEREIN; AND (C) PROSPECTIVE PURCHASERS

SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM AN

INDEPENDENT TAX ADVISER.

Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, and U.S. Treasury regulations

promulgated thereunder that took effect on 28 January 2013, as amended from time to time (together FATCA)

impose a new reporting regime and potentially a 30% withholding tax with respect to certain payments to (i) any

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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 such investor is a U.S. person or

should otherwise be treated as holding a United States Account of the Issuer (a Recalcitrant Holder).

FATCA implementation is being phased in from 1 July 2014 for payments from sources within the United

States and is currently proposed to apply to "foreign passthru payments" (a term not yet defined) made by an

FFI to a non-participating FFI or Recalcitrant Holder no earlier than 1 January 2017. This withholding would

potentially apply to payments in respect of: (i) any Bonds issued or materially modified on or after the

"grandfathering date", which is the later of: (a) 1 July 2014; and (b) 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; and (ii) any Bonds characterised as equity or which do not have a fixed term for U.S. federal tax

purposes, whenever issued.

The United States and a number of other jurisdictions announced their intention to enter into intergovernmental

agreements to facilitate the implementation of FATCA (each, an IGA). In some cases such IGAs have been

signed; in other cases, negotiations are still ongoing. Pursuant to FATCA and the "Model 1" and "Model 2"

IGAs released by the United States, most FFIs in an IGA signatory country should be treated as "Reporting FIs"

that would generally not be subject to withholding under FATCA on any payments they receive. Further, an FFI

in a Model 1 Intergovernmental Agreement (Model 1 IGA) jurisdiction should not be required to withhold

under FATCA or an IGA (or any law implementing an IGA or agreement with the IRS relating to FATCA) (any

such withholding being a FATCA Withholding) from payments it makes (except, in certain limited

circumstances). Under the Model 1 IGA, a Reporting FI would still be required to report certain information in

respect of its accountholders and investors to its home government, unless it is treated as exempt from having

"financial accounts" for FATCA purposes. As announced in Notice 2013-43 and Notice 2014-17, the U.S. IRS

is maintaining a list of jurisdictions that will be treated as having in effect or agreed in substance an IGA, even

though that IGA may not have entered into force as of 1 July 2014.

The United States and Spain have entered into an agreement (the "U.S.-Spain IGA") based largely on the

Model 1 IGA.

Subject to complying with Spanish law implementing the US-Spain IGA, the Issuer is currently not expected to

suffer any FATCA Withholding. Although the Issuer will attempt to satisfy any obligations imposed on it to

avoid the imposition of FATCA Withholding, no assurance can be given that the Issuer will be able to satisfy

these obligations. The imposition of any FATCA withholding taxes on the Issuer (for example, if it fails to

comply with its obligations under the Spanish legislation implementing the US-Spain IGA) could materially

affect the Issuer's financial ability to make payments or could reduce such payments on the Bonds. No other

funds will be available to the Issuer to make up any such shortfall.

The Issuer is not expected to be required to make any FATCA Withholding from the payments it makes. There

can be no assurance, however, that the Issuer would not in the future be required to deduct FATCA Withholding

from future payments. Accordingly, 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.

If a FATCA Withholding were to be made from interest, principal or other payments made in respect of the

Bonds, neither the Issuer nor any paying agent nor any other person would, pursuant to the conditions of the

Bonds, be required to pay any additional amounts as a result of the FATCA Withholding. As a result, investors

may receive less interest or principal than expected.

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Whilst the Bonds are in global form and held within the ICSDs, 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

common depositary, given that each of the entities in the payment chain beginning with (but excluding) the

Issuer and ending with (but including) the participants in the ICSDs is a major financial institution whose

business is dependent on compliance with FATCA and that any alternative approach introduced under an

intergovernmental agreement will be unlikely to affect the Bonds. The documentation expressly contemplates

the possibility that the Bonds may go into definitive form and therefore that they may be taken out of the ICSDs.

If this were to happen, then a non-FATCA compliant holder could be subject to FATCA Withholding.

However, definitive Bonds will be printed only in remote circumstances.

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. 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 that each is

compliant with FATCA or other laws or agreements related to FATCA), and provide each custodian or

intermediary with any information, forms and/or other documentation or consents that may be necessary for

such custodian or intermediary to make a payment free of FATCA Withholding. Investors should consult their

own tax adviser to obtain a more detailed explanation of FATCA and how FATCA may affect them.

FATCA IS PARTICULARLY COMPLEX AND ITS APPLICATION TO THE ISSUER, THE BONDS

AND THE HOLDERS IS SUBJECT TO CHANGE. EACH HOLDER OF BONDS SHOULD CONSULT

ITS OWN TAX ADVISER TO OBTAIN A MORE DETAILED EXPLANATION OF FATCA AND TO

LEARN HOW FATCA MIGHT AFFECT EACH HOLDER IN ITS PARTICULAR CIRCUMSTANCE.

SPANISH TAXATION

Introduction

The following summary describes the main Spanish tax implications arising in connection with the acquisition

and holding of the Bonds by individuals or entities who are the beneficial owners of the Bonds (the

Bondholders and each a Bondholder). The information provided below does not purport to be a complete

analysis of the tax law and practice currently applicable in Spain and does not purport to address the tax

consequences applicable to all categories of investors, some of which may be subject to special rules.

All the tax consequences described in this section are based on the general assumption that the Bonds are

initially registered for clearance and settlement in Iberclear.

Prospective purchasers of the Bonds should consult their own tax advisers as to the tax consequences, including

those under the tax laws of the country in which they are resident, of purchasing, owning and disposing of

Bonds.

The summary set out below is based upon Spanish law as in effect on the date of this Offering Circular and is

subject to any change in such law that may take effect after such date, including changes with retroactive effect.

In particular, prospective investors or Bondholders are advised to consider the recently enacted tax reform

approving three different Laws regarding the Personal Income Tax (PIT), the Non-Resident Income Tax

(NRIT), the Corporate Income Tax (CIT) and the Value Added Tax which will affect the taxation of the Bonds

as well as the developments of the Law 10/2014, dated 26 June 2014 (Law 10/2014), recently approved.

This information has been prepared in accordance with the following Spanish tax legislation in force at the date

of this Offering Circular:

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(a) of general application, Additional Provision One of Law 10/2014 which also applies to debt

instruments issued by Spanish-resident companies and Spanish public entities having corporate form,

as well as Royal Decree 1065/2007, dated 27 July 2007, as amended by Royal Decree 1145/2011,

dated 29 July 2011;

(b) for individuals resident for tax purposes in Spain which are subject to PIT, Law 35/2006, dated 28

November 2006, on PIT, as amended, and Royal Decree 439/2007, dated 30 March 2007, enacting the

PIT Regulations, as amended, along with Law 19/1991, dated 6 June 1991, on Wealth Tax, as

amended, and Law 29/1987, dated 18 December 1987, on Inheritance and Gift Tax (IGT), as amended;

(c) for legal entities resident for tax purposes in Spain which are subject to CIT, Law 27/2014, dated 27

November 2014, applicable to tax periods starting on 1 January 2015, and Royal Decree 1777/2004,

dated 30 July 2004, promulgating the CIT Regulations, as amended; and

(d) for individuals and entities who are not resident for tax purposes in Spain which are subject to NRIT,

Royal Legislative Decree 5/2004, dated 5 March 2004, promulgating the Consolidated Text of the

NRIT Law, as amended, along with Law 19/1991, dated 6 June 1991, on Wealth Tax, as amended, and

Royal Decree 1776/2004, dated 30 July 2004, promulgating the NRIT Regulations, as amended, and

Law 29/1987, dated 18 December 1987, on IGT, as amended.

Indirect taxation

Whatever the nature and residence of the Bondholder, the acquisition and transfer of Bonds will be exempt from

indirect taxes in Spain, i.e. exempt from Transfer Tax and Stamp Duty, in accordance with the Consolidated

Text of such tax promulgated by Royal Legislative Decree 1/1993, dated 24 September 1993, and exempt from

Value Added Tax, in accordance with Law 37/1992, dated 28 December 1992, as amended, regulating such tax.

Direct taxation

The Issuer understands that the Bonds should be deemed as financial assets with an explicit yield for Spanish

tax purposes, according to article 91 of the PIT Regulations and article 61 of the CIT Regulations.

Individuals with tax residency in Spain

Personal Income Tax (Impuesto sobre la Renta de las Personas Físicas)

Both interest periodically received and income derived from the transfer, redemption or repayment of the Bonds

constitute a return on investment obtained from the transfer of a person's own capital to third parties in

accordance with the provisions of article 25.2 of the PIT Law, and must be included in the investor's PIT

savings taxable base.

The PIT savings taxable base is taxed at the following tax rates: (i) for taxable income up to €6,000: 20% as

from 1 January 2015 and 19% as from 1 January 2016 onwards; (ii) for taxable income from €6,001 to €50,000:

22% as from 1 January 2015 and 21% as from 1 January 2016 onwards; and (iii) for any amount in excess of

€50,000: 24% as from 1 January 2015 and 23% as from 1 January 2016 onwards.

Individual investors subject to PIT will be subject to a (current) 20% withholding on account of PIT (which will

be reduced to 19% as from 1 January 2016 onwards) by the Issuer on interest payments as well as on income

derived from the redemption or repayment of the Bonds.

Similarly, a 20% withholding tax (which will be reduced to 19% as from 1 January 2016 onwards) shall apply

on the part of the transfer price that corresponds to the accrued interest when the transfer of the Bonds takes

place within the 30-day period prior to the moment in which such interest is due when the following

requirements are fulfilled:

(a) the acquirer being a non-Spanish tax resident or a CIT taxpayer; and

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(b) the explicit yield derived from the transfer of the Bonds is exempt from withholding tax.

In any event, the individual Bondholder may credit the withholding tax applied by the Issuer against its final PIT

liability for the relevant tax year.

Wealth Tax (Impuesto sobre el Patrimonio)

According to Royal Decree-law 13/2011, dated 16 September 2011, as amended, and Law 36/2014, dated 26

December 2014, all Spanish-resident individuals are liable for Wealth Tax in 2015, in accordance with the

applicable Spanish regional and state rules. This tax is levied on the net worth of an individual's assets and

rights. General marginal rates range between 0.2% and 2.5% and some reductions could apply. Individuals with

tax residency in Spain who are under the obligation to pay Wealth Tax must take into account the amount of the

Bonds which they hold as at 31 December in each year, when calculating their Wealth Tax liabilities.

Inheritance and Gift Tax (Impuesto sobre Sucesiones y Donaciones)

Individuals who are resident in Spain for tax purposes who acquire ownership or other rights over any Bonds by

inheritance, gift or legacy will be subject to IGT in accordance with the applicable Spanish regional and state

rules. Effective tax rates range between 0% and 81.6% for 2015, depending on relevant factors.

Legal entities with tax residency in Spain

Corporate Income Tax (Impuesto sobre Sociedades)

Both interest periodically received and income derived from the transfer, redemption or repayment of the Bonds

are subject to CIT (at the current general tax rate of 28% which will be reduced to 25% as from year 2016

onwards) in accordance with the rules for such tax.

No withholding on account of CIT will be imposed on interest payments or on income derived from the

redemption or repayment of the Bonds by Spanish CIT taxpayers subject to the fulfilment of the relevant

requirements, as described in "Compliance with certain requirements in connection with income payments"

section below.

With regard to income derived from the transfer of the Bonds, in accordance with article 59.q) of the CIT

Regulations, there is no obligation to withhold on income obtained by Spanish CIT taxpayers (which include

Spanish tax resident investment funds and Spanish tax resident pension funds) provided that the Bonds are:

(a) registered in book-entry form (anotaciones en cuenta); and

(b) negotiated in a Spanish official secondary market (mercado secundario official) or in the Alternative

Fixed-Income Securities Market (Mercado Alternativo de Renta Fija).


Legal entities resident in Spain for tax purposes that acquire ownership or other rights over the Bonds are not

subject to Wealth Tax.


Legal entities resident in Spain for tax purposes that acquire ownership or other rights over the Bonds by

inheritance, gift or legacy are not subject to IGT but generally must include the market value of the Bonds in

their taxable income for CIT purposes.

Individuals and legal entities that are not tax resident in Spain

Investors that are not resident in Spain for tax purposes, acting in respect of the Bonds through a permanent

establishment in Spain

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Non-Resident Income Tax (Impuesto sobre la Renta de no Residentes)

If the Bonds form part of the assets affected to a permanent establishment in Spain of a person or legal entity

that is not resident in Spain for tax purposes, the tax rules applicable to income deriving from such Bonds are,

generally, the same as those set forth above for Spanish CIT taxpayers. See "Legal entities with tax residency in

Spain – Corporate Income Tax (Impuesto sobre Sociedades)" section above.

Ownership of the Bonds by investors who are not resident in Spain for tax purposes will not in itself create the

existence of a permanent establishment in Spain.



that is not resident in Spain for tax purposes, Wealth Tax will not become applicable.



that is not resident in Spain for tax purposes, IGT will apply in the same manner as described in "Legal entities

with tax residency in Spain – Inheritance and Gift Tax (Impuesto sobre Sucesiones y Donaciones)" section

above.

Investors that are not resident in Spain for tax purposes, not acting in respect of the Bonds through a permanent

establishment in Spain

Non-Resident Income Tax (Impuesto sobre la Renta de no Residentes)

Both interest payments periodically received under the Bonds and income derived from the transfer, redemption

or repayment of the Bonds, obtained by individuals or entities who are not resident in Spain for tax purposes and

who do not act, with respect to the Bonds, through a permanent establishment in Spain, are exempt from NRIT.

No withholding on account of NRIT will be levied on such income subject to the fulfilment of the relevant

requirements, as described in "Compliance with certain requirements in connection with income payments"

section below.


In relation to fiscal year 2015, non-Spanish tax resident individuals holding Bonds will be subject to Wealth Tax

to the extent that such Bondholders own Bonds (along with other property located in Spain and rights which

could be exercised in Spain) valued at a combined net amount in excess of €700,000 as of 31 December.

Spanish general Wealth Tax rates vary between 0.2% and 2.5%. To the extent that income deriving from the

Bonds is exempt from NRIT, individuals who do not have tax residency in Spain who hold such Bonds on the

last day of the year will be exempt from Wealth Tax. Furthermore, individuals resident in a country with which

Spain has entered into a double-tax treaty in relation to Wealth Tax will generally be exempt from Wealth Tax.

If the exemptions outlined do not apply, individuals who are not tax resident in Spain will be subject to Wealth

Tax to the extent that the Bonds are located in Spain or the rights deriving from the Bonds can be exercised in

Spain.

Individuals that are not resident in Spain for tax purposes and who are resident in an EU or European Economic

Area Member State may apply the rules approved by the autonomous region where the assets and rights with

more value: (i) are located; (ii) can be exercised; or (iii) must be fulfilled. As such, prospective Bondholders

should consult their tax advisers.


Individuals not resident in Spain for tax purposes who acquire ownership or other rights over the Bonds by

inheritance, gift or legacy will be subject to IGT in accordance with the applicable Spanish state rules (EU

individuals not resident in Spain for tax purposes are entitled to apply regional rules), unless they reside for tax

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purposes in a country with which Spain has entered into a double-tax treaty in relation to IGT. In such case, the

provisions of the relevant double-tax treaty will apply.

If no double-tax treaty in relation to IGT applies, applicable IGT effective tax rates would range between 0%

and 81.6% for 2015, depending on relevant factors.

However, if the deceased, heir or the donee is resident in an EU or European Economic Area Member State,

depending on the specific situation, the applicable rules will be those corresponding to the relevant autonomous

regions according to the law. Accordingly, prospective Bondholders should consult their tax advisers.

Non-Spanish tax resident legal entities that acquire ownership or other rights over the Bonds by inheritance, gift

or legacy are not subject to IGT. Such acquisitions may be subject to NRIT (as described above), unless

otherwise applicable under the provisions of any applicable double-tax treaty entered into by Spain. In general,

double-tax treaties provide for the taxation of this type of income in the country of tax residence of the

Bondholder.

Compliance with certain requirements in connection with income payments

Interest payments made by the Issuer in respect of the Bonds for the benefit of Spanish CIT taxpayers and non-

Spanish tax resident investors will not be subject to Spanish withholding tax, provided that the conditions set

forth in Additional Provision One of Law 10/2014 are met and the Iberclear Members that have the Bonds

registered in their securities account on behalf of third parties, as well as the entities that manage the clearing

systems located outside Spain that have an agreement with Iberclear, if applicable, provide the Issuer, in a

timely manner, with a duly executed and completed statement (a Payment Statement), in accordance with

section 4 of article 44 of Royal Decree 1065/2007, dated 27 July 2007, as amended by Royal Decree 1145/2011,

dated 29 July 2011, containing the following information:

(a) Identification of the Bonds;

(b) Income payment date;

(c) Total amount of the income paid by the Issuer;

(d) Amount of the income corresponding to individual residents in Spain that are PIT taxpayers; and

(e) Amount of the income that must be paid on a gross basis.

If the Iberclear Members fail or for any reason are unable to deliver a duly executed and completed Payment

Statement to the Issuer in a timely manner in respect of a payment of interest made by the Issuer under the

Bonds, the Issuer will make the relevant Spanish withholding tax at the applicable rate (currently 20%, which

will be reduced to 19% as from 1 January 2016 onwards) on such payment of interest and the Issuer will not pay

any additional amounts with respect to any such withholding tax.

If this were to occur, affected Bondholders will receive a refund of the amount withheld, with no need for action

on their part, if the Iberclear Members submit a duly executed and completed Payment Statement to the Issuer

no later than the tenth calendar day of the month immediately following the relevant payment date. In addition,

Bondholders which are not resident in Spain for tax purposes may apply directly to the Spanish tax authorities

for any refund to which they may be entitled, according to the procedures set forth in the Spanish NRIT Law

and its Regulations.

Prospective investors should note that the Issuer does not accept any responsibility relating to the lack of

delivery of a duly executed and completed Payment Statement by the Iberclear Members in connection with

each payment of income under the Bonds. Accordingly, the Issuer will not be liable for any damage or loss

suffered by any Bondholder who would otherwise be entitled to an exemption from Spanish withholding tax

but whose income payments are nonetheless paid net of Spanish withholding tax because the Payment

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Statement was not duly delivered to the Issuer. Moreover, the Issuer will not pay any additional amounts with

respect to any such withholding tax.

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GENERAL INFORMATION

(a) It is expected that the Bonds will be admitted to trading (incorporados) on the Multilateral Trading

System known as Alternative Fixed Income Market (Mercado Alternativo de Renta Fija or MARF).

Application will be made to MARF for the Bonds to be admitted to trading (incorporados) on this

multilateral trading system operated by the Spanish AIAF Fixed Income Securities Market (AIAF) in

accordance with the rules of such system.

(b) The Issuer has obtained all necessary consents, approvals and authorisations in the Kingdom of Spain

in connection with the issue of the Bonds. The issue of the Bonds was authorised by resolutions of the

shareholders' general meeting and the board of directors of the Issuer each passed on 28 April 2015.

There has been no significant change in the financial or trading position of the Issuer and no material

adverse change in the financial position or prospects of the Issuer since 31 December 2014.

(c) Save as described under the section of this Offering Circular headed “Description of the Issuer-

Tribunal Administrative and arbitration proceedings”, the Issuer is not involved in any governmental,

legal or arbitration proceedings (including any such proceedings which are pending or threatened of

which the Issuer is aware) during the 12 months preceding the date of this Offering Circular which may

have or have had in the recent past significant effects on the financial position or profitability of the

Issuer.

(d) There are no material contracts entered into other than the Project Documents, the Finance Documents

and other contracts entered into in the ordinary course of the Issuer's business which could result in any

member of the Issuer being under an obligation or entitlement that is material to the Issuer's ability to

meet its obligations to Bondholders in respect of the Bonds being issued.

(e) The Bonds have been accepted for clearance through Iberclear systems (which are the entities in charge

of keeping the records). The International Securities Identification Number (ISIN) for the Bonds is

ES0205068002.

The address of Iberclear is Plaza de la Lealtad, 1, 28014 Madrid, Spain.

(f) Where information in this Offering Circular has been sourced from third parties, this information has

been accurately reproduced and, as far as the Issuer is aware and is able to ascertain from the

information published by such third parties, no facts have been omitted which would render the

reproduced information inaccurate or misleading. The source of third-party information is identified

where used.

(g) For a period of 12 months starting on the date of this Offering Circular, copies of the following

documents will be available, during usual business hours on any weekday (Saturdays and public

holidays excepted), at the office of the Issuer:

(i) the Trust Deed;

(ii) the Security Trust and Subordination Deed;

(iii) the Security Documents;

(iv) the Agency Agreement;

(v) the Account Bank Agreement;

(vi) the Direct Agreement;

(vii) the constitutional documents of the Issuer;

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(viii) the published annual report and financial statements of the Issuer for the financial years

ending 31 December 2013 and 31 December 2014;

(ix) a copy of this Offering Circular together with any supplement to this Offering Circular or

further Offering Circular; and

(x) the private issuance document (documento privado de emisión).

(h) Deloitte, S.L. is the independent auditor of the Issuer. Its unqualified audit reports with respect to the

financial statements of the Issuer for each of the years ending 31 December 2013 and 31 December

2014 are included in Annex 1 and Annex 2 hereto, respectively. Its audit report for the year ending 31

December 2013 contains an emphasis of matter paragraph regarding the fact that the Issuer was

incorporated on 5 November 2012 and, as a result, its financial year ending 31 December 2012 consists

of only 46 days, which affects comparability.

(i) Costs of all legal, financial and audit services and other costs to the Issuer and placement costs and, if

necessary, underwriting costs, originated by the Issuer, placement and admission (incorporación):

€8,318,825.

(j) The Issuer shall provide each Bondholder with access to the Investor Website (by providing both a link

to the Investor Website and a password) upon proof (in substantially the form required by the Agency

Agreement) from such Bondholder that it is a holder of the Bonds.

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SIGNATURES

In witness to their knowledge and approval of the contents of this Offering Circular drawn up including the

information requested by Circular 3/2014 of MARF, dated 29 October, and its related regulations, it is hereby

signed by Mr. Sergio Rodríguez Casado, Mr. Juan Antonio Santos de Paz and Mrs. Cristina Álvarez Fernández

acting as attorneys of the Issuer, in Madrid, on 27 May 2015.

________________________Mr. Sergio Rodríguez Casado

__________________________Mr. Juan Antonio Santos de Paz

_________________________________________________Mrs. Cristina Álvarez Fernández

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Registered Office of the Issuer

Sociedad Concesionaria Autovía de la Plata, S.A.Plaza Manuel Gómez Moreno 2

Edificio Alfredo Mahou, 28020 Madrid

Spain

Auditors of the Issuer

Deloitte, S.L.Plaza Pablo Ruiz Picaso,1

28020 MadridSpain

Sole Arranger and Global Coordinator

HSBC Bank plc8 Canada Square

LondonE14 5HQ

United Kingdom

Joint Bookrunners

HSBC Bank plc8 Canada Square

LondonE14 5HQ

United Kingdom

Banco Bilbao Vizcaya Argentaria, S.A.Ciudad BBVA

Calle Sauced 28, Edificio AsiaMadrid 28050

Spain

Banco Santander, S.A.Ciudad Grupo SantanderAvda. de Cantabria s/n

28660 Boadilla del Monte, MadridSpain

Bond Trustee

BNP Paribas Trust Corporation UK Limited 55 Moorgate

London EC2R 6PAUnited Kingdom

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Security Agent

BNP Paribas Trust Corporation UK Limited55 Moorgate

London EC2R 6PAUnited Kingdom

Agent

Banco Bilbao Vizcaya Argentaria, S.A.Ciudad BBVA

C/Sauceda 28, Ed. Oceanía 1ª Planta 28050 Madrid

Spain

Legal Advisers

To the Joint Bookrunners, the Security Agent and

the Bond Trustee as to Spanish law

To the Joint Bookrunners, the Security Agent and

the Bond Trustee as toEnglish law

To the Bond Trustee as to English Law

Allen & OveryPedro de Valdivia 10

28006 MadridSpain

Allen & OveryPedro de Valdivia, 10

28006 MadridSpain

Allen & OveryOne Bishops Square

London E1 6ADUnited Kingdom

To the Issueras to Spanish law

To the Issueras to English law

J&A Garrigues SLPHermosilla, 328001 Madrid

Spain

Mayer Brown International LLP201 Bishopsgate

London EC2M 3AFUnited Kingdom

Registered Adviser

Intermoney Valores, S.V. Príncipe de Vergara 131, 3rd floor

28002 Madrid, Spain

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Annex 1

Financial Statements of the Issuer for the year ending 31 December 2014

142

Annex 2

Financial Statements of the Issuer for the year ending 31 December 2013