Verzoek tot versterking kapitaalstructuur Alliander

(iv)

any issue of equity share capital where the issue of such equity share capital results, or would, but for the provisions of Clause 12.4 (Procedure for exercise of Conversion Right) relating to roundings, otherwise result in an adjustment to, or a consideration with respect to the determination of, the Conversion Price;

(v)

any issue of equity share capital or modification of rights attaching to the Ordinary Shares, where prior thereto the Borrower shall have instructed an independent financial adviser to determine in its absolute discretion what (if any) adjustments should be made to, or considerations should be made with respect to the determination of, the Conversion Price as being fair and reasonable to take account thereof and such independent financial adviser shall have determined in its absolute discretion either that no adjustment or consideration is required or that an adjustment to or consideration in respect of the determination of the Conversion Price is required and, if so, the new Conversion Price as a result thereof and the basis upon which such adjustment or consideration in respect of the determination is to be made and, in any such case, the date on which the adjustment or consideration in respect of the determination shall take effect (and so that the adjustment or consideration in respect of the determination shall be made and shall take effect accordingly);

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(b)

not make any issue, grant or distribution or take or omit to take any other action if the effect thereof would be that, on the exercise of Conversion Rights, Ordinary Shares could not, under any applicable law then in effect, be legally issued as fully paid;

(c)

not reduce its issued share capital or any uncalled liability in respect thereof, or any non-distributable reserves, except: (i)

pursuant to the terms of issue of the relevant share capital;

(ii)

by means of a purchase or redemption of share capital of the Borrower to the extent, in any such case, permitted by applicable law;

(iii)

where the reduction does not involve any distribution of assets;

(iv)

solely in relation to a change in the currency in which the nominal value of the Ordinary Shares is expressed;

(v)

to create distributable reserves;

(vi)

by way of transfer to reserves as permitted under applicable law;

(vii)

where the reduction is permitted by applicable law and an independent financial adviser, acting as expert and in its absolute discretion, advises that the interests of the Lenders will not be materially prejudiced by such reduction;

(viii)

where the reduction is permitted by applicable law and results in an adjustment to, or a consideration with respect to the determination of, the Conversion Price or is otherwise taken into account for the purposes of determining whether such an adjustment or consideration with respect to the determination should be made; or

(ix)

provided that, without prejudice to the other provisions of this Agreement, the Borrower may exercise such rights as it may from time to time be entitled pursuant to applicable law to purchase, redeem or buy back its Ordinary Shares and any depositary or other receipts or certificates representing Ordinary Shares without the consent of any Lender;

(d)

provide to the Lenders, by no later than 5 Business Days prior to the Closing Date, all of the documents and evidence referred to in Schedule 2 (Conditions precedent) in form and substance satisfactory to the Lenders (acting reasonably) provided that the conditions may be waived by the Lenders in whole or in part; and

(e)

pay and discharge all Taxes due and payable by it prior to the accrual of any fine or penalty for late payment, unless (and only to the extent that) (i) payment of those Taxes is being contested in good faith, (ii) adequate reserves are being maintained for those Taxes and the costs required to contest them (iii) the payment can be lawfully withheld and (iv) failure to pay those Taxes is not reasonably likely to have a material adverse effect.

EVENTS OF DEFAULT Each of the events or circumstances set out in this Clause 18 is an Event of Default (save for Clause 18.4 (Acceleration)).

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18.1

Non-payment of principal The Borrower does not pay any amount of principal payable under this Agreement at the place and in the currency in which it is expressed to be payable within 14 days of the due date.

18.2

Non-payment of interest Subject to Clause 11.4 (Optional deferral of interest by the Borrower), the Borrower does not pay any amount of interest payable under this Agreement at the place and in the currency in which it is expressed to be payable within 14 days of the due date.

18.3

Insolvency proceedings An order is made or an effective resolution is passed for the Winding-up of the Borrower except in any such case for the purpose of and followed by a merger, reconstruction or amalgamation the terms of which have been previously approved by Majority Lenders.

18.4

Acceleration (a)

On and at any time after the occurrence of an Event of Default which is continuing the Majority Lenders may: (i)

by notice to the Borrower cancel the Commitment whereupon it shall immediately be cancelled;

(ii)

in the case of Clause 18.1 (Non-payment of principal) and Clause 18.2 (Non-payment of interest)), at their discretion and, subject to any applicable laws, without further notice, institute proceedings for the Winding-up of the Borrower in the Netherlands (but not elsewhere) and/or prove in any Winding-up of the Borrower, but may take no other action in respect of such default; and

(iii)

in the case of Clause 18.3 (Insolvency proceedings), declare the Loans immediately become due and repayable at their outstanding principal amount together with accrued interest and any Arrears of Interest and/or prove in the Winding-up of the Borrower, subject always to the ranking provided in Clause 2 (Subordination).

(b)

Subject as provided in this Clause 18.4, a Lender may at its discretion and without further notice institute such proceedings or take such steps or actions against Borrower as it may think fit to enforce any term or condition binding on the Borrower but in no event shall the Borrower, by virtue of the institution of any such proceedings, steps or actions, be obliged to pay any sum or sums, in each case, sooner than the same would otherwise have been payable by it.

(c)

No remedy against the Borrower, other than as referred to in this Clause 18, shall be available to the Lenders whether for the recovery of amounts owing under this Agreement or in respect of any breach by the Borrower of any of its other obligations under or in respect of this Agreement.

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19.

CHANGES TO PARTIES

19.1

Transfers (a)

In this Clause 19: Transfer Date means, for a Transfer Certificate, the later of: (A)

the proposed Transfer Date specified in the relevant Transfer Certificate; and

(B)

the date on which the New Lender or the Borrower, as applicable, executes the relevant Transfer Certificate.

(b)

The Borrower may not assign any of its rights or transfer any of its rights or obligations under this Agreement without the prior written consent of all the Lenders.

(c)

A Lender (the Existing Lender) may transfer its contractual position in accordance with Section 6:159 Dutch Civil Code to: (i)

any other Lender (a New Lender), provided such Lender is a Shareholder at the time of the transfer and provided that such transfer does not result in a Change of Control; and

(ii)

the Borrower,

in each case, in accordance with applicable law (including, for avoidance of doubt, the Market Abuse Regulation).

19.2

(d)

The Borrower and each Lender agree and confirm that it in advance provided its co-operation (as required by Section 6:159 Dutch Civil Code) to any transfer which complies with paragraph (c) above.

(e)

Any reference in this Agreement to a Lender includes a New Lender but excludes a Lender if no amount is or may be owed to or by it under this Agreement.

Procedure for transfer (a)

Subject to the conditions set out in Clause 19.1 (Transfers) a transfer is effected in accordance with paragraph (b) below when the New Lender or the Borrower, as applicable, executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender.

(b)

On the Transfer Date:

(c)

(i)

the entire or part of the legal relationship under the Agreement of the existing Lender which is a party to the Transfer Certificate, expressed to be transferred thereby, will be transferred to the New Lender or the Borrower, as applicable, by way of an assumption of contract (conlractsoverneming) pursuant to Section 6:159 Dutch Civil Code; and

(ii)

the New Lender shall become a Party as a Lender.

The New Lender shall notify the Borrower of any transfer promptly on execution of the Transfer Certificate in respect of such transfer and shall as soon as reasonably practicable after it has executed a Transfer Certificate, send to the Borrower a copy of that Transfer Certificate.

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(d) 20.

The Existing Lender shall notify the Borrower promptly of any proposed transfer.

LENDER COMMITTEE (a)

The Majority Lenders shall, within 6 months from the date of this Agreement, establish a committee of Lenders whose Commitments aggregate more than 10 per cent, of the Total Commitment (or, if the Commitments have been reduced to zero, aggregated more than 10 per cent, of the Commitments immediately prior to that reduction) (the Lender Committee).

(b)

The Lender Committee shall (i) promptly when constituted inform the Borrower of the identity of its members, (ii) promptly inform the Borrower of any changes in its members and (iii) at all times ensure that the Borrower is in possession of the relevant contact details of each member of the Lender Committee.

(c)

The Lender Committee shall have an administrative rote only for purposes of organising the group of Lenders and, if required, supporting the role of the Closing Agent under the documentation.

21.

THE CLOSING AGENT

21.1

No fiduciaty duties Nothing in this Agreement constitutes the Closing Agent as trustee or fiduciary of any other person.

21.2

Rights and discretions of the Closing Agent (a)

(b)

The Closing Agent may rely on: (i)

any representation, warranty, notice or document believed by it to be genuine, correct and appropriately authorised; and

(ii)

any statement made by any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.

The Closing Agent may assume (unless it has received notice to the contrary) that: (i)

no Default has occurred (unless it has actual knowledge of a Default arising under Clause 18.1 (Non-payment of principal) and/or Clause 18.2 (Non-payment of interest);

(ii)

any right, power, authority or discretion vested in any Party has not been exercised; and

(iii)

any notice or request delivered or made by the Borrower is made on behalf of and with the consent and knowledge of the Borrower.

(c)

The Closing Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.

(d)

The Closing Agent may act in relation to this Agreement through its personnel and agents.

(e)

Notwithstanding any other provision of this Agreement to the contrary, the Closing Agent shall not be obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

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