SYNDICATED SUPER SENIOR CREDIT FACILITY - · PDF fileSYNDICATED SUPER SENIOR CREDIT FACILITY...

SYNDICATED SUPER SENIOR CREDIT FACILITY

Maximum Amount: €[125,000,000]

Granted by:

[THE CONSORTIUM]1

[●]

as Lenders

[NUEVA PESCANOVA, S.L.]

[SUBSIDIARIES OF NUEVA PESCANOVA, S.L.]

as Borrowers and Guarantors2

and

PESCANOVA, S.A.

as Shareholder

In [●], on [July] [●], 2014

1 The Consortium will have a stake of 30% in the Super Senior Credit Facility as Lender in accordance

with the provisions of Schedule 1-A to the Arrangement with Creditors and will carry out the necessary steps for the syndication of the Super Senior Credit Facility. The remaining 70% of the Super Senior Credit Facility belongs to the Lenders that will be designated by the Consortium.

2 Nueva Pescanova and its subsidiaries are included within the category of Borrowers and Guarantors (except for the subsidiaries excluded in Schedule 1-C to the Arrangement or, where relevant, their successors), in accordance with the post-restructuring corporate structure envisaged in the Proposal for an Arrangement made by Pescanova.

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CONTENTS 1. DEFINITIONS AND INTERPRETATION 6 1.1 Definitions 6 1.2 Interpretation 10 2. GENERAL TERMS 10 2.1 Maximum Amount of the Credit Facility, period of drawdown of the total amount

of the Super Senior Credit Facility and acceptance 11 2.2 Distribution of the Super Senior Credit Facility 11 2.3 Acceptance by the Lenders of their stakes 11 2.4 Prior conditions for the signature of this Agreement 11 3. CONDITION PRECEDENT 12 4. JOINT AND INDEPENDENT NATURE 13 4.1 Joint nature and independence 13 4.2 Effect of a Lender’s breach 13 4.3 Extrajudicial and judicial actions of the Lenders 13 4.4 Adoption and binding nature of resolutions 13 5. DRAWDOWN OF THE FUNDS 14 5.1 Request for Drawdowns 14 5.2 Drawdown Period 14 5.3 Conditions of Drawdown 15 5.4 Record of delivery of funds 15 6. purpose of the funds 16 7. ACCRUAL OF INTEREST ON THE SUPER SENIOR CREDIT FACILITY 16 8. INTEREST PERIODS AND PAYMENT OF INTEREST ON THE SUPER

SENIOR CREDIT FACILITY 16 8.1 Division of the Super Senior Credit Facility into Interest Periods 16 8.2 Interest rate and absolute amount of the interest 17 8.3 Procedure for establishing the interest rate 17 8.4 Payment of interest on the Super Senior Credit Facility 17 9. LATE-PAYMENT INTEREST 18 9.1 Accrual of late-payment interest on the unpaid principal 18 9.2 Accrual of late-payment interest on other unpaid items 18 9.3 Settlement and payment or capitalization of late-payment interest 18 9.4 Procedural default interest 19 10. CHANGE OF CIRCUMSTANCES 19 10.1 General declaration 19 10.2 Increase of costs or reduction of income 19 10.3 Unforeseen infringement of the law 20 10.4 Mitigation of the consequences of the change of circumstances 20 10.5 Foreseeable changes of circumstances 21

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11. MATURITY AND REPAYMENT OF THE SUPER SENIOR CREDIT FACILITY 21

11.1 Repayment during the Grace Period 21 11.2 Ordinary repayment 21 11.3 Voluntary early repayment 22 11.4 Partial compulsory repayment. Surplus cash (Cash Sweep) 23 12. FEES AND EXPENSES 24 12.1 Opening Fee 24 12.2 Underwriting Fee 24 12.3 Availability Fee 24 12.4 Expenses and taxes 24 13. TAXES 25 13.1 Payments net of taxes 25 13.2 Recovery and return of tax withholdings 26 14. PAYMENTS 26 14.1 Payments by the Borrowers 26 14.2 Form of the payments 26 14.3 Finality and irrevocability of payments 27 14.4 Attribution of payments in relation to the Super Senior Credit Facility 27 14.5 Order of priority in relation to the other Finance Documents 27 14.6 Intercreditor 28 14.7 Setoff of balances 29 14.8 Indemnity for damage caused to the Lenders due to the breakup of Interest Periods

30 15. ACCOUNTS 30 15.1 The Agent’s Accounts 31 15.2 Each Lender’s Account 31 15.3 Keeping of accounts in the case of assignment 31 16. THE BORROWERS’ WARRANTIES AND REPRESENTATIONS 31 16.1 Declarations: essential nature for the Lenders 31 16.2 Continued existence of the declarations 35 17. THE BORROWERS’ OBLIGATIONS 35 17.1 Reporting obligations 35 17.2 Obligations in relation to accounts and auditing 37 17.3 Negative obligations 37 17.4 Positive obligations 39 17.5 Financial commitments 41 18. AGENCY 41 18.1 Mandate 41 18.2 The Agent’s liability 42 18.3 Reimbursement of the Agent 43 18.4 The Agent’s resignation 43 18.5 Revocation of the Agent’s appointment 44

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19. ASSIGNMENT AND TRANSFER 44 19.1 Assignments and transfers by the Borrowers and the Shareholder 44 19.2 Assignment by the Lenders 44 20. EARLY TERMINATION 45 20.1 Early Termination Events 45 20.2 Termination by decision of the Majority of the Lenders 47 21. ENFORCEMENT OF THE SUPER SENIOR CREDIT FACILITY 48 21.1 Determination of the net amount 48 21.2 Procedure and forms of enforcement, general and special 48 21.3 Address for enforcement 49 22. SECURITY 49 22.1 List of Security to be granted under this Agreement 49 22.2 The Pledges to be granted 49 22.3 The Guarantee 49 22.4 Independent nature of the Security 54 22.5 Indivisibility of the Security 54 22.6 Continued existence of the Security 54 22.7 Assignment of rights and legal remedies to the Lenders 55 22.8 Irrevocable power of attorney 55 23. ADDITIONAL DOCUMENTATION 55 24. INDEMNITY 56 25. ADDRESSES 56 25.1 For the Agent and the other Lenders 56 25.2 For the Borrowers and the Shareholder 56 26. NOVATION 56 27. PARTIAL INVALIDITY 56 28. LAW AND JURISDICTION 57 28.1 Governing law 57 28.2 Jurisdiction 57

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SYNDICATED SUPER SENIOR CREDIT FACILITY AGREEMENT This agreement is entered into in [●], on [July] [●], 2014, attested by the notary Mr. [●], member of the Institute of Notaries of [●], between [THE CONSORTIUM] (“The Consortium”). [●].

Hereinafter, the Consortium and [●] may be jointly referred to as the “Lenders”, and individually, as a “Lender”. [NUEVA PESCANOVA] (“Nueva Pescanova” or “the Borrower” or “the Company”), a Spanish company with registered office at [●], holder of taxpayer identification number [●], and registered in [●] Commercial Registry in volume [●], book [●], sheet [●], page [●], entry [●].

PESCANOVA ESPAÑA, S.L. (“Pescanova España”), a Spanish company with registered office at [●], holder of taxpayer identification number [●], and registered in [●] Commercial Registry in volume [●], book [●], sheet [●], page [●], entry [●].

[OTHER SUBSIDIARIES] (“[Subsidiaries]”), a Spanish company with registered office at [●], holder of taxpayer identification number [●], and registered in [●] Commercial Registry in volume [●], book [●], sheet [●], page [●], entry [●]. Hereinafter, Nueva Pescanova, Pescanova España and [Subsidiaries] may be jointly referred to as the “Borrowers” or the “Guarantors”, where relevant, and individually, as a “Borrower” or a “Guarantor”, where relevant. The Lenders, the Borrowers and the Guarantors will be jointly referred to as the “Parties” and individually as a “Party”.

WHEREAS I. In light of the situation of financial need of the Spanish company Pescanova, S.A.

(“Pescanova”) and of its subsidiaries and the other companies in its group (the “Pescanova Group”), on [●] [●], 2014 the creditors of Pescanova signed a

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creditors arrangement, which was ratified on [●] [●], 2014 by Pontevedra Commercial Court no. 1, the court handling the Pescanova insolvency proceeding, whereby a total restructuring of the debt of Pescanova and of the Pescanova Group was agreed on, consisting of (i) an initial partial reduction of the total debt of Pescanova and of its Spanish subsidiaries; (ii) a subsequent “modifying, non-extinguishing novation” of the repayment period for the remaining debt (rescheduling) (“Insolvency Debt”) (the “Subordinate Debt”); (iii) various structural modifications that allowed the subordination of the Insolvency Debt of the Spanish subsidiaries, the protection of Nueva Pescanova and Pescanova España from the past liability of the Pescanova Group and the streamlining of the existing organization chart of Pescanova and its subsidiaries, in order to improve synergies and prevent duplication of costs; and (iv) various capital injections to be made at Nueva Pescanova, including an initial contribution of capital by the Lenders on its formation; all of the above with a view to guaranteeing the viability and continuity of the businesses and operations of Pescanova and of the Pescanova Group (the “Transaction”). For these purposes, the detailed scheme of the Transaction is attached to this Agreement in Schedule I.

II. In accordance with the structure of the agreed Transaction, the Borrowers require

additional capital in order to make the investments which are listed in the viability plan attached as Schedule II (the “Viability Plan”) and, in accordance with the agreed Transaction, this additional finance is structured, among other measures, as the grant by the Lenders to Nueva Pescanova and the other Borrowers, of a revolving credit facility in an amount of up to [125,000,000] euros with super senior ranking in relation to any other multi-borrower debt and/or debt instrument of the Borrowers (the “Super Senior Credit Facility”), the repayment of which must be guaranteed by the grant, at the same time as the signature of this Agreement, of a pledge on the shares of Pescanova España and Novapesca Trading, S.L. [and the other subsidiaries], and of a joint and several guarantee by all the Guarantors.

Hereinafter, the Super Senior Credit Facility, the Subordinate Debt, the security granted in this respect, as well as collateral documents arising from them, will be jointly referred to as the “Finance Documents”.

III. On the basis of the request for additional finance presented by the Borrowers, the

Lenders have agreed to grant such Super Senior Credit Facility under the terms which will be stated, insofar as (i) the pledge on the shares held by Nueva Pescanova in the share capital of Pescanova España is granted; and (ii) a joint and several guarantee is granted by the Borrowers.

IV. On the basis of the foregoing and the current solvency and business conditions of the Borrowers, the truthfulness of the warranties and representations and the

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fulfillment of the obligations, in general, the Lenders are willing to grant the aforementioned finance to the Borrowers.

In the light of the foregoing, the Parties enter into this Super Senior Credit Facility Agreement (the “Agreement”), which will be governed by the following

CLAUSES

Section I Definitions and interpretation

1. DEFINITIONS AND INTERPRETATION 1.1 Definitions Change of Control

Reduction of the shareholding of this Consortium in the capital of Nueva Pescanova below the threshold of thirty percent (30%).

Material Adverse Change

Any circumstance, fact, change, aggravation of circumstances, scenario and/or legislative change which, in the opinion of the Majority of the Lenders, negatively and significantly affects (or may imminently affect) (i) the financial situation or the assets of the Borrowers; (ii) the value or enforceability of the security granted for the benefit of the Lenders under this Agreement; or (iii) the Borrowers’ capacity to comply with the provisions of the Agreement.

Certificate of Observance of Ratios and Values

The document which must be issued by the Borrowers’ auditor which must necessarily be an audit firm among the first four (4) firms of recognized national and international prestige, within the meaning of Clause 17.2, which the Borrowers will furnish to the Lenders together with the financial statements under the provisions of Clause ¡Error! No se encuentra el origen de la referencia., in which the fulfillment of the financial commitments established in Clause ¡Error! No se encuentra el origen de la referencia. will be stated, placing on record the calculations performed in order to determine such values.

Consortium As defined in Schedule 1-A to the Creditors Arrangement.

Creditors Arrangement

Proposal for an Arrangement presented by Pescanova S.A. on March 18, 2014 to the Pontevedra Commercial Court no. 1.

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Drawdown and Payments Account

Account number [●] opened by the Borrowers in the credit institution [●] or, where relevant, such other account as the Lenders and the Borrowers may agree in the future. The Drawdown and Payments Account may not be used by the Borrowers, except for the purposes established in this Agreement.

Subordinate Debt

Insolvency Debt of Pescanova and of its Spanish subsidiaries which is structured under the relevant creditors arrangements.

Interest-bearing Debt

Long and short-term Financial Indebtedness, as well as any other indebtedness, whether to financial institutions, or by the issue of bonds, promissory notes, debentures, debentures convertible into shares or similar instruments, and other interest-bearing indebtedness both short and long term, including credit facilities, discounts or invoices accepted or short or long-term financial lease transactions.

Net Financial Indebtedness

The sum of: (i) the Interest-bearing Debt, (ii) the Off-Balance Sheet Transactions and (iii) the security granted to third parties, including that granted to subsidiaries of the Borrowers; less: (i) the treasury and (ii) temporary financial investments (excluding loans to other companies and other non-liquid investments).

Business Day

Any day of the week on which transactions may be performed in accordance with the TARGET2 (Trans-European Automated Real-Time Gross Settlement Express Transfer System) calendar. Saturdays, Sundays and public holidays, established as such by the local official calendar of [city], are excluded.

Drawdown(s) Means each of the drawdowns of funds which may be made by the Borrowers under this Agreement.

EBITDA

The sum of (i) the operating result, (ii) the amortization of tangible and intangible fixed assets and (iii) the expenses which may be amortized in the period of twelve (12) months immediately prior to the date on which the EBITDA is to be calculated. This calculation shall be performed in accordance with generally accepted accounting criteria in Spain.

Financial Indebtedness

Means, at any given time, any debt due to or relating to (without the same debt being recorded twice for accounting purposes under different headings):

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(i) money obtained on loan; (ii) any amount owed as a result of acceptance under any

acceptance credit facility (e.g. bills of exchange) or similar item;

(iii) any amount owed under programs for the purchase of

promissory notes or for the issue of securities representing debt in the form of debentures, promissory notes, bonds, loans on securities or similar instruments;

(iv) any amount owed in relation to any lease or purchase with

deferred payment which, in accordance with accounting principles, must be considered as finance or capital lease;

(v) sale or discounting of receipts (provided that the sale or the

discount is with recourse); (vi) any amount owed under any other kind of transaction

(including future sale or purchase agreement) which has the commercial effect of accepting money on loan;

(vii) any derivatives transaction contracted in order to provide

hedging against or to benefit from the fluctuations in any index or price (when calculating the value of the derivatives transaction, only the market value will be taken into account);

(viii) amounts received as capital or premium for the issue of

redeemable shares, as well as commitments to acquire treasury stock, to repurchase own shares or sell treasury stock below its reasonable value;

(ix) any counter-guarantee obligation in relation to security,

indemnity, obligations, documentary letters of credit or contingent letters of credit or any other instrument issued by a bank or financial institution; and

(x) any amount owed in relation to any security or indemnity in

relation to any of the items listed in paragraphs (i) to (ix) above.

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Final Maturity Date

The date on which seven (7) years elapse from the date of this Agreement, i.e. [July] [●], 2021.

Amount Drawn Down of the Credit Facility

At any given time, the sum of all the amounts drawn down by the Borrowers under this Super Senior Credit Facility.

Maximum Amount of the Credit Facility

[125,000,000] euros.

Amount Not Drawn Down of the Credit Facility

At any given time, the difference between the Maximum Amount of the Credit Facility and the Amount Drawn Down of the Credit Facility.

Insolvency Law Means Insolvency Law 22/2003, of July 9, according to its current

wording and as it is in force at any given time. Qualified Majority of the Lenders

Lender or Lenders whose stake in the outstanding balance of the Super Senior Credit Facility constitutes at any given time more than seventy-five percent (75%).

Majority of the Lenders

Lender or Lenders whose stake in the outstanding balance of the Super Senior Credit Facility constitutes at any given time more than sixty-six percent (66%).

Secured Obligations

Include each and all of the obligations assumed by the Borrowers under this Agreement, and under the rest of the Finance Documents (as defined later).

Off-Balance Sheet Transactions

Any transaction which is not directly shown as indebtedness on the balance sheet of the relevant financial statements, but which constitutes for the Borrowers present and/or future commitments which may determine the receipts and/or may involve payments.

Grace Period

The period of time elapsed between the signature of this Agreement and the date one-and-a-half years hence, i.e. from [July] [●], 2014 until [December] [31], 2016.

Drawdown Period of two (2) years from the completion of the Transaction in

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Period which the Borrowers may draw down the Super Senior Credit Facility in accordance with the terms and conditions contained in this Agreement.

Interest Periods

Each of the successive periods defined in Clause 8.1.

Enforcement Event

Means a full or partial breach of any of the Secured Obligations, or any of the grounds for early termination provided for in the Agreement, and a subsequent declaration of early termination in accordance with the provisions of Clause 20.2.

1.2 Interpretation

The schedules form part of the Agreement. Any reference made to ‘this Agreement’, in this document or in the schedules thereto, shall be deemed to be made to this document and to all schedules thereto, which form an integral part of this Agreement.

Person. The word ‘person’ shall refer to natural or legal persons of any kind, public or private.

Calculation of periods. Unless expressly provided otherwise in this Agreement (i) periods expressed in ‘days’ refer to calendar days, calculated from the calendar day immediately after that of commencement of the calculation, inclusive, up to the last calendar day of the period, inclusive; (ii) periods expressed in ‘Business Days’ refer to Business Days, calculated from the Business Day immediately after that of commencement of the calculation, inclusive, up to the last Business Day of the period, inclusive; and (iii) periods expressed in months shall be calculated from date to date, unless in the last month of the period such date does not exist, in which case the period shall end on the last day of that month.

Calculation of financial ratios. Unless expressly provided otherwise in this Agreement, ratios or other financial figures included in this Agreement shall be deemed to be calculated (i) on the date stipulated or on the last day of the stipulated period; or (ii) in the absence of a period, the last day of the financial year or, alternatively, of the calendar year.

Section II The Super Senior Credit Facility

2. GENERAL TERMS

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2.1 Maximum Amount of the Credit Facility, period of drawdown of the total amount of the Super Senior Credit Facility and acceptance The Lenders grant to the Borrowers the line of credit the subject-matter of this Agreement for the Maximum Amount of the Credit Facility, which must be made available to the Borrowers in the Drawdown and Payments Account. The Borrowers accept the Super Senior Credit Facility and undertake to use it for the agreed purposes, and to repay the principal and to pay the interest, fees, taxes and expenses accrued, and to fulfill all the other commitments and obligations borne by them, in accordance with the terms and conditions contained in this Agreement.

2.2 Distribution of the Super Senior Credit Facility

The Maximum Amount of the Credit Facility is distributed among the Lenders in accordance with the following stakes:

Lender

Maximum Amount of the Credit Facility

(euros)

Percentage

The Consortium [●] 30% [●] [●] 70%

TOTAL [125,000,000] 100% As a result of any assignment made under the provisions of Clause 19, any new Lender that acquires a stake in the Super Senior Credit Facility shall accept the amount of the stake in the Super Senior Credit Facility acquired and the amounts and percentages indicated above shall be deemed to be modified accordingly.

2.3 Acceptance by the Lenders of their stakes

The Lenders accept and assume the amount of each of their respective stakes in the Super Senior Credit Facility under the conditions established in this Agreement.

2.4 Prior conditions for the signature of this Agreement

The signature of this Agreement and, consequently, the payment of the Maximum Amount of the Credit Facility by the Lenders is subject to the following optional prior conditions for the Lenders:

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(a) Conclusion, to the Lenders’ satisfaction, of the due diligence which is currently being carried out in relation to Pescanova and its group.

(b) Preparation of the documentation relating to the Transaction, intended to achieve the continuity and viability of Pescanova and its group, under terms acceptable to all the Parties.

(c) Final approval of the proposal for an Arrangement presented by Pescanova S.A. on March 18, 2014, as well as the proposals for an Arrangement of the Spanish Subsidiaries (under the terms provided in Schedule 4 of the aforementioned proposal), by (i) the relevant legal majority of their creditors; and (ii) the competent Commercial Court.

(d) Satisfactory regulation of the rights and guarantees of the Lenders if the Creditors Arrangement and the content thereof is not yet final and definitive at the time of the payment of the capital injections envisaged, and, in particular, the payment of the Maximum Amount of the Credit Facility.

(e) In relation to the Restructuring (as defined in the above-mentioned proposal for an Arrangement), that, within a period of one month from the publication of the last announcement of the resolution whereby the Restructuring is approved (or, where relevant, from the written notification to all the shareholders and creditors of the dispatch of the relevant notification to the last of them) creditors holding claims (affected by the Creditors Arrangement) of an amount exceeding 30 million euros, have not sought to oppose it.

(f) Approval of the Restructuring by the Shareholders’ Meeting of Pescanova

and those of its subsidiaries or investees, where relevant, in each case; and (g) Obtainment of the necessary authorizations from the Spanish National

Securities Market Commission (CNMV).

3. CONDITION PRECEDENT Without prejudice to the provisions of Clause ¡Error! No se encuentra el origen de la referencia. above, the enforceability of all the terms agreed in this Agreement is subject to the necessary stabilization of the international subsidiaries of Pescanova, to the satisfaction of the Qualified Majority of the Lenders, not later than 1 month from the fulfillment of the prior conditions indicated in the above-mentioned Clause 2.4 (the “Condition Precedent”).

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In the interests of greater clarity, ‘stabilization’ shall mean the actions which are listed for certain international subsidiaries of Pescanova, by way of example, in Schedule ¡Error! No se encuentra el origen de la referencia. to this Agreement; as well as, among other actions, the avoidance of acceleration, enforcement or early maturity of any of the debts of which an international subsidiary is the principal debtor and which are guaranteed or secured by Pescanova or any of its Spanish subsidiaries. Subject to the prior fulfillment of the Condition Precedent, the obligations established in this Agreement shall be automatic and fully enforceable. In accordance with the foregoing, the Condition Precedent shall not be deemed to be fulfilled until the complete stabilization of the international subsidiaries of Pescanova, to the satisfaction of the Qualified Majority of the Lenders.

4. JOINT AND INDEPENDENT NATURE 4.1 Joint nature and independence

The contractual position of each of the Lenders under the Super Senior Credit Facility shall be of a joint nature, their rights and obligations being therefore entirely independent unless expressly stated otherwise in this Agreement.

4.2 Effect of a Lender’s breach

No Lender will be liable for the breach of another Lender of the obligations provided under this Agreement. In particular, if any of the Lenders fails to make available to the Agent the funds promised under this Agreement, the other Lenders will not be obliged to assume the relevant part of the defaulting Lender, without prejudice to the rights of action which the Borrower may exercise against such Lender.

4.3 Extrajudicial and judicial actions of the Lenders

Any of the Lenders may carry out acts of an extrajudicial nature for the preservation and defense of their own rights and interests and those of the other Lenders. However, the provisions of the second paragraph of Clause 20.2 shall be applicable so that a Lender may individually enforce its own rights in the courts.

4.4 Adoption and binding nature of resolutions

Unless expressly provided otherwise (and, in particular, without prejudice to the individual rights established in Clauses 4.3 and 20.2), the decisions and resolutions of the Lenders relating to this Agreement and the authorizations which

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they may grant to the Borrower in relation thereto must be adopted by the Majority of the Lenders and shall thus bind the minority. For explanatory purposes, the expressions “in the opinion of the Lenders”, “to the satisfaction of the Lenders”, “with the consent of the Lenders” or similar expressions which involve the taking of a decision by the Lenders must be understood as meaning that such decision shall be adopted by the Majority of the Lenders. However, it is clarified that any novation modifying or establishing this Agreement shall require the express unanimity of all the Lenders.

5. DRAWDOWN OF THE FUNDS 5.1 Request for Drawdowns

Subject to the provisions of this Agreement, and subject to the prior fulfillment of the conditions established in Clauses ¡Error! No se encuentra el origen de la referencia. and ¡Error! No se encuentra el origen de la referencia., from the signature of this Agreement, the Borrowers may make requests for Drawdown of the Super Senior Credit Facility at any time during the Drawdown Period, by sending to the Agent a request for a Drawdown, in accordance with the standard form attached to this Agreement as Schedule 5.1, which must be received by the Agent, unless otherwise indicated in this Agreement, at least five (5) Business Days prior to the date on which it is intended to make the Drawdown in question. The request shall be irrevocable upon the receipt thereof by the Agent, the Borrowers in question being obliged to receive the funds in accordance with its terms, and must be signed by a person or persons with sufficient powers to represent the Borrowers, indicating and justifying in writing the purpose for which the amount of the Drawdown will be used.

5.2 Drawdown Period The Borrowers may make one or more Drawdowns on any Business Day during the Drawdown Period, by notifying to the Agent the relevant request for a drawdown. The enforceability of the Drawdown shall be subject to verification of the fulfillment of the conditions provided in Clause 5.3 below, all of this in accordance with the clauses of this Agreement. In accordance with Clause ¡Error! No se encuentra el origen de la referencia., the Borrowers must fully use the funds for the purpose provided therein. Therefore, Drawdowns shall not be made until the Borrowers are, in the opinion of the Lenders, in a position to show that the funds will be applied for the intended purpose.

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The amounts may be drawn down again, during the Drawdown Period, provided that they are repaid or returned in advance.

5.3 Conditions of Drawdown The Borrowers may request the first and subsequent Drawdowns of the Super Senior Credit Facility once the following conditions are completely fulfilled, to the satisfaction of the Lenders: (a) That all the Finance Documents have entered into and are enforceable prior

to or at the same time as this Agreement is also enforceable, except for the security which must be registered in a public registry for which the period of [●] ([●]) months from when this Agreement has become enforceable has been agreed in relation to the pledges.

(b) The request for the Drawdown must comply with the standard form of

request for a Drawdown which is attached as Schedule 5.1. The request for the Drawdown shall be accompanied by the relevant supporting documentation.

(c) That no Material Adverse Change has occurred nor is it envisaged that it

will occur. (d) That the warranties and representations made in Clause 16 continue to be

correct and true. In addition, the Drawdown may not lead to their ceasing to be correct and true.

(e) That none of the scenarios contained in Clause ¡Error! No se encuentra el

origen de la referencia. of this Agreement has arisen or continues to exist, nor may the Drawdown lead to such scenarios arising.

(f) The minimum amount of each Drawdown shall be [●] euros or multiples of

[●] euros, when it exceeds the above-mentioned first amount. If the Agent reasonably considers, and states reasons in writing, that any of the above requirements is not met, it may refuse to deliver the amounts requested by the Borrowers, without such refusal being considered a breach of its obligations or of those of the Lenders under this Agreement.

5.4 Record of delivery of funds

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The Agent may request at any time that the Borrowers show in a public document the delivery of the funds of each Drawdown under the Super Senior Credit Facility and the receipt of such funds by the Borrowers, as well as the balance of the Amount Drawn Down of the Credit Facility at any given time. The Borrowers must execute such public document within seven (7) calendar days from such request and, within the same period, must furnish to the Agent a certified copy thereof, the Borrowers bearing the costs to which all of this may give rise.

6. PURPOSE OF THE FUNDS

The Borrowers shall use all the funds received from the Lenders under the Super Senior Credit Facility exclusively to finance the operating cash-flow and the working capital needs and the capital expenditure for the purposes of implementing the Viability Plan attached as Schedule II. In any event, for explanatory purposes, the funds received from the Lenders under the Super Senior Credit Facility may not be used to finance the debt of the subsidiaries excluded from the scope of the finance3.

7. ACCRUAL OF INTEREST ON THE SUPER SENIOR CREDIT FACILITY

The principal drawn down and not repaid of the Super Senior Credit Facility shall be subject to interest payable to the Lenders. The interest shall accrue from day to day, on the basis of a three hundred and sixty (360) day year, and shall be calculated according to the calendar days which have elapsed in each Interest Period, including the first day and excluding the last.

8. INTEREST PERIODS AND PAYMENT OF INTEREST ON THE SUPER SENIOR CREDIT FACILITY 8.1 Division of the Super Senior Credit Facility into Interest Periods

For the purposes of the calculation of the interest, the time between the date of the first drawdown of the Super Senior Credit Facility and the Final Maturity Date of the Credit Facility shall be deemed to be divided into successive Interest Periods, the first day of each Interest Period coinciding with the day following the last day of the immediately previous Interest Period.

3 The subsidiaries excluded for the purposes of this Agreement is to be determined, which, in

accordance with Schedule 1-C of the Arrangement, shall be such direct or indirect subsidiaries of Pescanova which will be decided by the management body of Nueva Pescanova, S.L. and the Consortium depending on the evolution of the business at the time of signature of this Agreement.

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Duration of the Interest Periods. The Interest Periods, unless otherwise indicated in this Agreement, shall be six (6) months. The last Interest Period shall end, in any event, on the Final Maturity Date.

Expiration of an Interest Period on a non-business day. For the calculation of the Interest Period, if the last day thereof is not a Business Day, it shall expire on the next Business Day, unless such day belongs to the next calendar month, in which case the Interest Period shall be deemed to expire on the immediately previous Business Day.

8.2 Interest rate and absolute amount of the interest

The interest rate applicable to the Interest Periods into which the Super Senior Credit Facility is divided shall be fifteen percent (15%) annually to be applied in relation to the total amount drawn down and pending repayment of the Super Senior Credit Facility (having deducted the relevant partial repayments voluntarily made in advance). The Agent shall determine the absolute amount of the interest which shall be calculated in accordance with the following formula: Interest equal to fifteen percent (15%) annually of the total amount drawn down and pending repayment of the Super Senior Credit Facility (having deducted the relevant partial repayments voluntarily made in advance), multiplied by the days of the Interest Period calculated, divided by 36,000.

8.3 Procedure for establishing the interest rate

Determination by the Agent and notification. The Agent shall calculate the absolute amount of interest to be paid for each Interest Period and shall notify it in writing to the Borrowers and to the Lenders within the second Business Day prior to that on which the Interest Period in question ends.

Binding nature of the calculation in the absence of a manifest error. The absolute amount of interest determined by the Agent shall be binding on the Borrowers unless there is a manifest error, in which case the appropriate correction shall be made.

Tacit acceptance by the Borrowers. The absolute amount of interest determined by the Agent shall be deemed to be accepted by the Borrowers unless, before 12:00 noon on the Business Day prior to that on which the Interest Period in

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question ends, the Borrowers indicate in writing to the Agent the manifest errors contained in the initial calculation.

8.4 Payment of interest on the Super Senior Credit Facility Five percent (5%) of the interest accrued on the date of expiration of each Interest Period shall be settled and shall be paid by the Borrowers in cash on that same day before 12:00 (a.m.) into the Drawdown and Payments Account (the “Cash Interest”). In relation to the remaining ten percent (10%) of the interest accrued on the date of expiration of each Interest Period, if the Borrowers does not have a sufficient amount in cash to meet the payment of this interest accrued during the aforementioned period, the Borrowers may opt not to settle such interest and to accumulate this accrued and unpaid interest, except for the amount of the relevant tax withholding on account, to the Amount Drawn Down of the Credit Facility up to the date on which the Amount Drawn Down of the Credit Facility is repaid, in whole or in part, in advance or on the Final Maturity Date, together with all other expenses and interest accrued, accumulated and unpaid, in accordance with Clause 11 (the “PIK Interest”).

9. LATE-PAYMENT INTEREST 9.1 Accrual of late-payment interest on the unpaid principal

Without prejudice to the provisions of Clause ¡Error! No se encuentra el origen de la referencia. and to the possible early termination of this Agreement, the principal of the Super Senior Credit Facility due and unpaid on the Final Maturity Date shall bear, from the very date of its maturity, without any request being necessary and from day to day on the basis of a three hundred and sixty (360) day year, late-payment interest which shall be calculated by adding three percent (3%) to the fifteen percent (15%) interest rate established in Clause 8.2 above plus the margin and/or penalty which may be applied at the time of delay in accordance with the terms of this Agreement.

9.2 Accrual of late-payment interest on other unpaid items

The liquid interest unpaid by the Borrowers on the Final Maturity Date, as well as any other amounts (such as fees, taxes or expenses which may be charged) shall be capitalized daily and, consequently, shall bear the late-payment interest established in Clause 9.1.

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9.3 Settlement and payment or capitalization of late-payment interest The late-payment interest indicated in Clauses 9.1 and 9.2 shall be settled and paid by the Borrowers monthly from the date of commencement of the delay. The unpaid liquid late-payment interest shall be capitalized as an increase of principal and the same default interest shall accrue thereon again.

9.4 Procedural default interest

The late-payment interest indicated in Clauses 9.1 to 9.3 shall also be the procedural default interest for the purposes of the provisions of Article 576.1 of the Civil Procedural Law (or of such other similar statutory provision which may replace it in the future).

10. CHANGE OF CIRCUMSTANCES 10.1 General declaration

The Borrowers recognize and accept that the interest rate of the Super Senior Credit Facility the subject-matter of this Agreement has been agreed on the basis that the Lenders do not assume certain risks of change of circumstances and that, if such changes of circumstances occur and are capable of reducing the profitability of this transaction for the Lenders, the Borrowers must assume their impact, in accordance with the provisions of this Agreement.

10.2 Increase of costs or reduction of income

Charging. If due to a provision of a law or regulations, whether or not of national origin, or due to the application thereof by the competent authorities, obligations or restrictions of any kind are imposed on the Lenders which, due to their participation in this transaction, involve for the Lenders a reduction of the income derived from the transaction or of the expected profitability thereof, or which involve an increase of the cost of the funds obtained on the interbank money market to which the Lenders resort for the financing of the Super Senior Credit Facility or an increase of the consumption of own funds or other resources, or restrictions are imposed, either on the interest rate or on the fees, of another kind, which involve a reduction of the income to which the Lenders are entitled under this Agreement, the Borrowers will be obliged to sufficiently compensate the Lenders affected.

Examples of increase of costs and of reduction of income. Without being so limited, the provisions of the previous section shall be deemed to be applicable in any event to:

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(a) Prudential ratios or measures. The creation of coefficients, deposits,

provisions, reserves or any prudential measure. (b) Restrictions on interest or fees. Any restriction or reduction of the amount of

interest and fees.

(c) Taxes. Any tax or exchange control or similar measure which may be levied or which may increase the cost any of the assets, flows or transactions inherent in or related to the Super Senior Credit Facility the subject-matter of this Agreement.

Calculation of the charge. The compensation to be borne by the Borrowers in accordance with the previous sections shall be established of the amount which the Agent may convey on the basis of the documentary justification provided by the Lender or Lenders affected.

10.3 Unforeseen infringement of the law

General declaration. If any change or innovation of the legislation renders contrary to such legislation some or all of the obligations of any of the Lenders in accordance with this Agreement, the Lender in question shall so inform the Agent, who in turn shall inform the Borrowers, and that Lender shall be automatically released from such obligations without incurring any liability to the Borrowers.

Adaptation of the Super Senior Credit Facility in the event of an unforeseen infringement of the law. If such change or innovation of the legislation does not affect any essential element of this Agreement, the Borrowers and the Lender affected shall negotiate in good faith with a view to mitigating the consequences of the unforeseen infringement of the law.

Early repayment due to unforeseen infringement of the law. (i) If the change or innovation of the legislation affects some essential element of this Agreement and, in this case, the Borrowers and the Lender affected fail to reach an agreement regarding the solution to be adopted within a period of fifteen (15) days from when such circumstance arises; or (ii) if the Borrowers and the Lender affected fail to reach an agreement regarding the adaptation of same, in accordance with the previous section, within a period of fifteen (15) days from the notification of the circumstance which has arisen, the Lender affected may terminate this Agreement insofar as it is concerned. The Borrowers will then be obliged to repay to the Lender in question, within fifteen (15) days from when they become aware of the termination thereof (or within the shorter period which may be imposed due to the change or innovation in question) the outstanding principal together with

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the interest accrued up to the date of payment and any other item for which they are liable under this Agreement.

10.4 Mitigation of the consequences of the change of circumstances The Lender that is affected by any change of the circumstances indicated in Clauses 10.2 and ¡Error! No se encuentra el origen de la referencia. shall make the best efforts which are commercially reasonable in order to mitigate the consequences thereof.

10.5 Foreseeable changes of circumstances

The provisions of Clauses 10.1 to 10.4 shall not cease to apply under the pretext of the foreseeable nature of the occurrence of the circumstance in question.

11. MATURITY AND REPAYMENT OF THE SUPER SENIOR CREDIT FACILITY 11.1 Repayment during the Grace Period

During the Grace Period no repayment of the Super Senior Credit Facility may be made. Without prejudice to the foregoing, the Parties agree that during the Grace Period, interest shall accrue in accordance with the provisions of the Agreement. If the Borrower repays the Amount Drawn Down of the Super Senior Credit Facility during the Grace Period, either by a voluntary or compulsory early repayment regulated in Clauses 11.3 and 11.4 below, the amount to be paid by the Borrower shall be calculated in accordance with the following, without prejudice to the provisions of Clause 8 above: (a) If a repayment is made in advance in the first year of the Grace Period, the

amount to be repaid shall amount to the Amount Drawn Down of the Credit Facility plus a penalty of [eight] percent ([8]%) to be applied to this amount, together with the relevant interest accrued and unpaid to date.

(b) If a repayment is made in advance from the first year and a day up to the end of the Grace Period, the amount to be repaid shall amount to the Amount Drawn Down of the Credit Facility plus a penalty of [four] percent ([4]%) to be applied to this amount, together with the relevant interest accrued and unpaid to date.

11.2 Ordinary repayment

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Without prejudice to the provisions of Clauses 11.1, 11.3 and 11.4, on the Final Maturity Date, i.e. [July] [●], 2021 the Borrowers must fully repay in advance the amount pending repayment, if any, as well as any other amounts owed as interest or for any other reason under this Agreement in relation to the Super Senior Credit Facility. If on the Final Maturity Date the Super Senior Credit Facility has been partially repaid, the amount of such prior repayments shall be attributed in accordance with the provisions of Clauses 11.3 and 11.4 below.

11.3 Voluntary early repayment The Borrowers may make voluntary early cancellations, in whole or in part, of the principal drawn down of the Super Senior Credit Facility in accordance with the following:

(a) Fulfillment of obligations. The Borrowers must be up to date with the

fulfillment of their obligations in accordance with this Agreement, unless the Super Senior Credit Facility and all other outstanding items related thereto are fully repaid.

(b) Minimum amount and multiples of early cancellations. Except in the case of

repayment of the full amount of the Super Senior Credit Facility, the partial voluntary early repayment may only be made for the minimum sum of [●] euros or, if greater, in multiples of [●] euros.

(c) Prior notice of each early cancellation. The Borrowers must have notified

their intention to the Agent in writing at least five (5) Business Days prior to the date on which they are going to make the early repayment, indicating the amount and the date of the early repayment which, in any event, must coincide with the date of expiration of an Interest Period.

(d) Irrevocability of the notice of early repayment. Once the notification of an

early repayment has been received by the Agent, the Borrowers’ decision shall be deemed to be irrevocable and the breach thereof, both in relation to date and amount, shall be considered a breach of this Agreement, without prejudice to the possible breakup costs which must be paid to the Lenders as a result of such breach.

(e) Sending of notice by the Agent to the Lenders. The Agent shall send to the

Lenders the notice of early cancellation not later than the Business Day following that of the receipt thereof.

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(f) Absence of fees due to early cancellation. A voluntary early repayment shall not give rise to fees payable to the Lenders, provided that it has been made in compliance with the provisions of this Clause 11 and in particular the provisions of Clauses 11.1 and 11.4.

(g) Reduction of the Super Senior Credit Facility. The amounts repaid in advance in accordance with this Clause may not be drawn down again by the Borrowers.

(h) Attribution. The amounts cancelled in accordance with this Clause shall be

attributed to the cancellation of the Super Senior Credit Facility. For the purposes of such reduction the early repayments made in accordance with the provisions of Clause 11.4 below shall be taken into account.

(i) If the Super Senior Credit Facility is repaid in advance upon the conclusion

of the Grace Period, and for a period of one (1) year, i.e. from [January] [1], 2016 to [December] [31], 2016, for an amount which exceeds the limit indicated in Clause 11.4 (b) below, a penalty shall be applied of [four] percent ([4]%) on the amount repaid.

11.4 Partial compulsory repayment. Surplus cash (Cash Sweep)

(a) During the Grace Period, if there is surplus cash at Nueva Pescanova and

the other Borrowers, it shall not be used for the early repayment of the Super Senior Credit Facility.

(b) Upon the expiration of the Grace Period, and for a period of one (1) year, i.e. from [January] [1], 2016 to [December] [31], 2016, Nueva Pescanova and the other Borrowers will be obliged to use for the compulsory early repayment an amount equal to ten percent (10%) of the surplus cash at the end of their financial years, above an Operating Cash Flow level of 10,000,000 euros and of 15,000,000 euros, respectively (the “Amounts of the Cash Surplus”), being applied to the early repayment of the Super Senior Credit Facility. The calculation of the Amounts of the Cash Surplus shall be determined on the basis of the annual financial statements which are used for the preparation of the Certificate of Observance of Ratios and Values which the Borrowers must supply in accordance with the provisions of this Agreement. In addition, for these purposes, ‘operating cash flow’ shall mean the minimum Cash to allow the maximum specific operating Cash needs of the

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Borrower and its group of companies (including only subsidiaries included within the scope of the finance4) to be covered during each period of twelve (12) months, ‘Cash’ being the balances in favor of the Borrower and its group in checking accounts, credit accounts, short-term fixed-income investment funds or any type of short-term investment in monetary assets the use of which has not been committed in the current financial year.

(c) From [January] [1], 2017 onwards, Nueva Pescanova and the other

Borrowers will be obliged to allocate to compulsory early repayment the Amounts of the Cash Surplus (for explanatory purposes, the same calculation procedure and amounts as are referred to in section (b) above shall be followed), being applied to the early repayment of the Super Senior Credit Facility.

12. FEES5 AND EXPENSES 12.1 Opening Fee

The Super Senior Credit Facility shall incur an “Opening Fee” which shall amount to [●].

12.2 Underwriting Fee The Super Senior Credit Facility shall incur an “Underwriting Fee” which shall amount to [●].

12.3 Availability Fee The Super Senior Credit Facility shall incur an “Availability Fee” which shall amount to [●] percent ([●]%) on the Amount Not Drawn Down of the Credit Facility.

The above-mentioned fee shall be paid quarterly from the date of signature of this Agreement on the base of the Amount Not Drawn Down of the Credit Facility in each quarter up to the end of the Drawdown Period, being calculated for the days which actually elapsed on the basis of a three hundred and sixty (360) day year.

4 The subsidiaries excluded for the purposes of this Agreement is to be determined, which, in

accordance with Schedule 1-C of the Arrangement, shall be such direct or indirect subsidiaries of Pescanova which will be decided by the management body of Nueva Pescanova, S.L. and the Consortium depending on the evolution of the business at the time of signature of this Agreement.

5 These fees are different from that provided for the Consortium in Schedule 1 to the Arrangement.

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12.4 Expenses and taxes The Borrowers shall be liable for all expenses, taxes, charges, levies, fees and all other existing or future items which may arise or accrue necessarily and directly as a consequence of the signature and performance of this Agreement (following proof and justification) and, inter alia, merely by way of illustration, the following: (a) Legal expenses. (i) The judicial expenses (including judicial fees) or

extrajudicial expenses and the fees of lawyers and court procedural representatives (even when their involvement is not compulsory) relating to disputes between the Parties or cases of interpretation, performance, termination or breach of this Agreement; (ii) any other expenses which may arise as a result of the preparation or execution of this Agreement and of its security; and (iii) any other expenses due to the modification of this Agreement or of its security or of the necessary procedures for the performance thereof, except the notarial expenses which may arise from the formalization in a public deed of the assignment by any Lender of its stake in this Super Senior Credit Facility, which shall be borne in any event by the assignor and the assignee.

(b) Notarial expenses. The fees, brokerage fees and expenses of public

authenticating officials that may be involved in the execution of this Agreement, of its ancillary or complementary documents or of its security, as well as in the modification thereof and in the notices, requests or procedures necessary for the performance and execution thereof, except the notarial expenses which may arise from the formalization in a public deed of the assignment by any Lender from its stake in this Super Senior Credit Facility.

(c) Transfer expenses. The fees and expenses normally applicable due to

operating movements in relation to accounts and payments as a result of this Agreement, including those arising from lodgments, movements and transfers made in or between the Lenders’ accounts and in the Bank of Spain due to this Agreement.

13. TAXES 13.1 Payments net of taxes

All amounts which must be paid by the Borrowers under this Agreement, either as principal, interest, fees, costs, expenses or other items, shall be net of any deduction or withholding due to any kind of taxes, duties, charges or exchange

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controls, present or future. The Borrowers must pay to the Lenders the additional amounts which may be necessary so that the Lenders receive the full amounts which they would have received had there been no such taxes, duties, charges or controls, this additional payment not being applicable when the amounts withheld are withheld as withholdings on account of the following Spanish taxes: corporate income tax, personal income tax or nonresident income tax for taxpayers that operate in Spain through a permanent establishment.

13.2 Recovery and return of tax withholdings If after an additional payment made by the Borrowers under Clause ¡Error! No se encuentra el origen de la referencia. the Lenders actually and definitively recover all or part of the amount withheld or deducted on account which has given rise to such additional payment, the net amount recovered shall be paid to the Borrowers. This shall not confer on the latter any right to access the Lenders’ books or records nor the obligation to supply to the Borrowers information or estimates relating to their tax affairs. The scope, the order and the manner in which they are to recover the amount withheld or deducted on account shall be left to the Lenders’ discretion.

14. PAYMENTS 14.1 Payments by the Borrowers

Each of the Borrowers, personally and individually, must pay the portion of the principal, interest as well as all other expenses which arise from this Agreement, which it owes to the Lenders calculated according to the amount that the aforementioned Borrower has drawn down in relation to the Maximum Amount of the Credit Facility; without prejudice to the joint and several guarantee granted under Clause ¡Error! No se encuentra el origen de la referencia..

14.2 Form of the payments The Borrowers must make the payments owed under this Agreement under the following terms and conditions:

(a) Date, time and value date: Payments must be made on the due date, without

a prior request being necessary, before 12:00 noon, with value on that same day.

(b) Currency: Payments must be made in euros.

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(c) Drawdown and Payments Account: The payments owed by the Borrowers under this Agreement must be made into the Drawdown and Payments Account, expressly and irrevocably authorizing the Agent to debit to the aforementioned account any items owed by the Borrowers under this Agreement.

14.3 Finality and irrevocability of payments

Payments shall be deemed to be made and shall constitute a full discharge for the Borrowers vis-à-vis all the Lenders when the amount thereof has been actually lodged in full in the Drawdown and Payments Account on a final and irrevocable basis or there are sufficient funds in the aforementioned account to fully meet the relevant payment obligation upon maturity. The Agent, with the same value date as the payments received from the Borrowers, shall distribute such payments among the Lenders in the proportion owed to each of them.

14.4 Attribution of payments in relation to the Super Senior Credit Facility

System of attribution of payments. Unless expressly provided otherwise in this Agreement, any amount received from the Borrowers or from the Guarantors, shall be attributed to the due debts in the following order:

(a) late-payment interest; (b) ordinary interest; (c) expenses and fees; (d) additional payments provide for in Clauses 10 and 13; (e) judicial costs; and (f) principal of the Super Senior Credit Facility.

Within each item, payments shall be attributed to the oldest debt over the most recent debt. However, if for any reason a payment is attributed to the most recent debt, it shall not imply the waiver of collection by the Lenders of the oldest debt.

Absence of pardon of payment of interest. The receipt of amounts charged to the principal of the Super Senior Credit Facility shall not imply the pardoning by the Lenders of the payment of the possible interest which is pending at that time.

14.5 Order of priority in relation to the other Finance Documents

The Super Senior Credit Facility has super senior status in relation to all the debts incurred by the Borrowers, either pursuant to the Transaction through the signature of the documents which make up the Finance Documents, or any other debt or debt instrument signed with third parties (without prejudice to the

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imperative rules which may be applicable and, in particular, without prejudice to the provisions of the Insolvency Law in relation to the preferential status of certain claims). In any event solely and exclusively when the Super Senior Credit Facility has been fully repaid in accordance with the terms and conditions provided in this Agreement, will the Borrowers proceed to pay the other debts (including, by way of illustration but not limited to, the Subordinate Debt). The credit facilities granted under this Agreement, since they are granted in the framework of an insolvency arrangement, shall have the status of post-insolvency order claims in the event of possible subsequent insolvency proceedings of the Borrowers or Guarantors, as successors of the insolvent party Pescanova S.A.

14.6 Intercreditor 14.6.1 Proportional distribution of the payments to the Lenders

Proportionality of the payments. All payments which are received by the Lenders under this Agreement must be in proportion to their respective stake in the Senior Credit Facility at any given time. Any Lender that receives payments under this Agreement shall make the amounts received available to the Agent for the purposes of the appropriate redistribution among the Lenders.

However, they are excluded from the provisions of this Clause in the following cases:

(a) Payments which are received by a Lender in cases of an individual claim

(extrajudicial or, with the requirements established in Clause 20.2, judicial claims) provided for in this Agreement.

(b) If any of the Lenders has received an amount greater than the rest of the

Lenders pursuant to Article 91.7 of the Insolvency Law, provided that the aforementioned Lender, before commencing insolvency proceedings against the Borrowers and complying with the requirements established in this Agreement, has offered to the rest of the Lenders the possibility of making a joint insolvency petition through the Agent and such petition has not been agreed within a maximum period of twenty (20) Business Days.

Repayment to the Agent. If the Agent makes any payment in its capacity as such from funds received in its capacity as such and it transpires that because such funds have not been entered in its accounts on a final and irrevocable basis it is necessary to return them or otherwise lose the availability of such funds, the

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recipients of such payments will be then obliged to immediately return them to the Agent, with the date of receipt thereof as the value date. 14.6.2 Pari passu The Lenders expressly agree that their position as creditors of the Borrowers under this Agreement (including their security) is governed by the principle of equal ranking and parity in collection in proportion to the amount of their respective positions in the Super Senior Credit Facility. Consequently, any amount which is collected or recovered from the Borrowers -directly due to the Guarantee or the Pledge– or by any other procedure for the individual or collective enforcement of the Guarantees or the Pledge, shall be applied to the payment of the claims held by all the Lenders in proportion to their respective amount. The foregoing shall be applicable even if the amounts thus collected or recovered arise from the enforcement of the aforementioned security or of any other security granted to the Super Senior Credit Facility now or in the future. Thus, the provisions of the Agreement and of its Security shall not be affected by any act or omission –whether or not known by any of the Parties– which reduces, releases or prejudices the subordination or the order of priority determined in this Agreement. For explanatory purposes, the provisions of the Agreement and of its Security shall be applicable even if a court, in an insolvency context, declares that a creditor has acted intentionally or in bad faith and/or that the claim in relation to any of the Finance Documents is of a subordinate nature, irrespective of the cause of the subordination.

14.7 Setoff of balances Setoff of balances. All claims, balances or assets which are capable of being offset in the broadest sense (including, subject to the rules which may be applicable, the balance resulting from securities or any financial instruments), which the Borrowers may have due to accounts, deposits or on any other basis, now or in the future, against or at the Lenders, may be applied to the payment of their respective liability under the Super Senior Credit Facility (all of this without prejudice to the imperative rules which may be applicable and, in particular, without prejudice to the provisions of the Insolvency Law for the case of insolvency proceedings of the Borrowers). Thus, the Lenders may optionally apply to the payment of due and unpaid debts all or part of the balances by setoff or by any of the operations described later. For these purposes, such claims, balances and assets shall be deemed to be due, convertible and realizable following the failure to pay any amount owed under

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this Agreement. The setoff thereby performed shall take full effect as a discharge for the Borrowers for the amount offset vis-à-vis all the Lenders. Application of liquid assets and conversion of currencies. The power provided in this Clause ¡Error! No se encuentra el origen de la referencia. shall be directly applicable to the claims, balances or liquid or easily realizable assets, although they are not denominated in the currency of the due debt, in which case the Lenders may make the conversion according to the market rates then in force.

Transfer of assets and conversion of currencies. In the case of claims, balances or non-liquid assets, the Lenders are authorized to transfer them at the expense and risk of the Borrowers in question, at the best possible price, the operations described in this Clause ¡Error! No se encuentra el origen de la referencia., including, where relevant the currency conversion, being performed afterwards in relation to the net price obtained.

Return of excess amounts collected, without prejudice to other relations. Notwithstanding the provisions of Clause 14.6, if, as a result of the operations envisaged in this Clause ¡Error! No se encuentra el origen de la referencia., a Lender collects an amount greater than that to which it is entitled in proportion to its claims against the Borrowers under this agreement, such Lender will only be obliged to make the excess available to the Agent for the distribution thereof among the rest of the Lenders (or, where relevant, to return the excess immediately to the Borrowers) if no other course of action is appropriate in the light of the other relations between each Lender and the Borrowers, other than this Agreement.

14.8 Indemnity for damage caused to the Lenders due to the breakup of Interest Periods If the Borrowers repay in advance all or part of the Super Senior Credit Facility on a date other than the date on which the current Interest Period at the time of payment ends, the Lenders will be entitled to receive breakup costs (the “Breakup Costs”). The Breakup Costs shall consist of an amount determined by the Agent in the following manner: (a) the interest which Lenders would have received during the period from the

date on which the amount of the early repayment is received up to the last day of the relevant Interest Period, if the amount repaid in advance had been paid on the last day of such Interest Period; which exceeds

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(b) the amount which the Lenders would have obtained in the above-mentioned period if the amount of the early repayment was placed in a bank deposit for a term equal to the duration of the current Interest Period, opened in a prestigious bank on the European interbank market.

15. ACCOUNTS 15.1 The Agent’s Accounts

The Agent shall open and shall keep in its accounting the Drawdown and Payments Account to which it shall debit the amounts drawn down under the Super Senior Credit Facility and the interest, fees, expenses, late-payment interest, additional costs and any other amounts for which the Borrowers are liable. The Agent shall credit to said account all amounts received in accordance with the provisions of Clause 14 and in such a manner that the balance of such accounts represents the amount owed by the Borrowers at any given time under this Agreement.

15.2 Each Lender’s Account

Each Lender may open and keep in its accounting a special account of the finance the subject-matter of this Agreement to which it shall debit its stake in the amount thereof or, where relevant, its stake in the interest, fees, expenses, late-payment interests, additional costs and any other amounts for which the Borrowers may be liable from such finance. Each Lender shall credit to such account all amounts received from the Borrowers, whether or not through the Agent, so that the balance of the accounts represents the amount owed by the Borrowers to each Lender at any given time. It is clarified that the opening and keeping by each Lender of the credit accounts referred to in this Clause 15.2 shall not be equivalent to the opening and keeping of banking checking accounts.

15.3 Keeping of accounts in the case of assignment

In the event of assignment in accordance with the provisions of Clause 19 below, the assignor shall cancel the aforementioned account in whole or in part, and the assignee can open the appropriate account.

16. THE BORROWERS’ WARRANTIES AND REPRESENTATIONS 16.1 Declarations: essential nature for the Lenders

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The Borrowers declare and warrant the facts, behavior and results described in this Clause (and assume the obligations under Clause 17 below), recognizing that such declarations and assumptions of obligations constitute an essential prerequisite for the grant and maintenance of the Super Senior Credit Facility.

(a) Each of the Borrowers is a company validly incorporated and existing in

accordance with the laws of its respective jurisdiction, with full legal capacity to carry out its corporate purpose.

(b) Each of the Borrowers has any permits and authorizations which are

necessary in order to sign and be bound by the terms of the Finance Documents.

(c) The execution and performance of the Finance Documents by the Borrowers

and the transactions envisaged therein does not contravene the legislation nor the bylaws or contractual obligations of the Borrowers.

(d) Each of the Borrowers has executed this Agreement through legal

representatives duly authorized for this purpose and the obligations assumed under this Agreement, as well as its security, are legal, valid, binding and enforceable obligations and security.

(e) Each of the Borrowers has notified to the Lenders all the facts of which it is

aware and which should be reasonably notified to the Lenders in the context of this Agreement. To be specific, each Borrower declares that all the circumstances relating to its financial situation and its business which have been conveyed to the Lenders for the purposes of this transaction are true and correct, no substantial adverse changes having occurred since the date on which it was drawn up.

(f) All the information contained in the Recitals and Schedules of the Finance

Documents, as well as that contained in the Agreement itself or that supplied by the Borrowers to the Lenders during the stage of preparation of this Agreement, is substantially true, correct and complete. To the best of their knowledge and understanding, information has not been supplied or withheld which substantially distorts the information supplied.

(g) The Borrowers’ accounting, expressly including the financial statements and

the annual accounts as well as all other financial statements and information relating to each of the Borrowers, supplied to the Lenders, is prepared in compliance with generally accepted accounting principles in Spain, uniformly applied, and provides a true and fair view of the assets and liabilities, of the financial situation and of the results of the Borrowers, there

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being no liabilities, obligations or contingencies not envisaged therein, and the accounting is duly audited.

(h) The projections and forecasts supplied by the Borrowers to the Lenders (in

particular, those contained in the Viability Plan) are made in good faith, based on recent historic information, on the basis of reasonable assumptions and the factual circumstances thereof are true.

(i) The execution and performance of this Agreement by the Borrowers does

not require prior government or administrative authorizations which have not already been approved, nor the consent of third parties.

(j) Each of the Borrowers is up to date with payments and has substantially

fulfilled its legal and contractual obligations of a corporate and commercial, civil, fiscal, labor and environmental nature and those relating to Social Security.

(k) Each of the Borrowers holds all the permits and licenses in order to hold,

lease and operate its properties and assets and to continue to engage in its businesses as it currently does, and all these permits and licenses are fully in force and have full effect; and, to the best of their knowledge and understanding, there is no proceeding pending or threat thereof of which it is aware in order to modify, suspend, end, limit or impose conditions on such permits and licenses.

(l) None of the Borrowers has commenced nor is there a risk of

commencement of any litigation, arbitration or proceeding before or by any court of justice, arbitration body or administrative authority which, if adversely resolved, may lead to a Material Adverse Change.

(m) [The Borrowers (i) are not insolvent within the meaning of Article 2 of the

Insolvency Law nor has an insolvency order been made against them in accordance with said Law; (ii) they are not subject to any other insolvency or similar business reorganization procedure, of a judicial or private nature, arising from a situation of insolvency or incapacity to meet their current payments; (iii) they are not in a situation in which they cannot fulfill their due obligations within the meaning of Article 2.2 of the Insolvency Law nor do they envisage that they will not be able to regularly and promptly fulfill their due obligations; (iv) they are not in a situation in which they are unable to fulfill their due obligations as a result of the execution of this Agreement; and (v) the value of their assets is not lower than the value of their liabilities (taking into account for these purposes contingent and future obligations).]

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(n) There is currently no pledge, mortgage, charge or encumbrance on their assets or rights, except [those listed in Schedule 16.1(n) and] the Pledges (as defined later) granted as security for the Super Senior Credit Facility.

(o) None of the Borrowers has granted loans, credit facilities or any other type

of financial assistance to third parties [, except for those listed in Schedule 16.1(o)].

(p) The contracts which regulate the Security constitute valid liens on the assets

or rights which they affect and grant priority over any other creditor that may constitute an encumbrance or charge on such assets or rights, without prejudice to the perfection of the in rem security which requires registration in a public registry.

(q) The rights to payment of the Lenders, or of any of them, arising from the

Finance Documents, shall rank higher and, in any event, shall have priority over the rights of the other creditors of the Borrowers (without prejudice to the strict observance of the order of priority indicated in Clause 14.4 and the provisions of the Insolvency Law).

(r) [None of the Borrowers is in a situation requiring dissolution in accordance

with the requirements of current corporate legislation.]

(s) There are no Material Adverse Changes in general in the business nor, in particular, in relation to the financial situation or of any other kind relating to the Borrowers.

(t) Their assets are duly insured in accordance with the normal practice

applicable in their sector. All the policies are valid and enforceable, are in force and all premiums have been paid to date. To the best of their knowledge and understanding, the policies are sufficient and adequate having regard to the activities carried on by the Borrowers.

(u) There are no rights of third parties to acquire, subscribe, sell, redeem or retire in whole or in part (including, inter alia, warrants, convertibles or exchangeable bonds, convertible or exchangeable loans and similar institutions) shares in the capital of any of the Borrowers, except those which may exist in their respective corporate bylaws and those which are granted under the Finance Documents.

(v) There is no Early Termination Event defined in Clause ¡Error! No se

encuentra el origen de la referencia. of the Agreement at any of the

35

Borrowers, nor may it reasonably exist in the future or as result of the drawdown of funds under the Super Senior Credit Facility.

(w) [There are no options, charges, encumbrances or rights of third parties on

the shares representing the entire share capital of any of the Borrowers which, if enforced, would constitute a Change of Control, unless provided for in this Agreement.]

(x) All the subsidiaries of Nueva Pescanova have been included as personal Guarantors in the Super Senior Credit Facility Agreement.

16.2 Continued existence of the declarations

The Warranties and Representations made by the Borrowers in this Clause must be fulfilled while the Agreement is in force, this being a condition for the availability of the Super Senior Credit Facility. If these cease to be correct and accurate, the Lenders will not be obliged to provide new funds for the Borrowers and this will also constitute an Early Termination Event.

17. THE BORROWERS’ OBLIGATIONS 17.1 Reporting obligations

The Borrowers recognize that the Super Senior Credit Facility and the maintenance thereof require that the Lenders are perfectly well informed of the situation and evolution of the Borrowers. Therefore, the Borrowers agree to supply to the Agent, so that the latter may make available to the Lenders, the following information:

(a) As soon as they are approved and, in any event, within a maximum period

of one hundred and eighty (180) days from the end of the Borrowers’ financial year, the individual financial statements (including the audited individual annual accounts) of the Borrowers.

(b) As soon as they are approved and, in any event, within a maximum period

of one hundred and eighty (180) days from the end of the Borrowers’ financial year, the consolidated financial statements of the Pescanova Group (including the audited consolidated annual accounts), ‘group’ meaning the definition provided in Article 42 of the Commercial Code (due to the reference made in Article 4 of the Securities Market Law).

(c) Together with the financial statements referred to in the previous

paragraphs, the Certificate of Observance of Ratios and Values proving the

36

fulfillment of the financial commitments established in Clause ¡Error! No se encuentra el origen de la referencia. below.

Without prejudice to the foregoing, the Agent may request at any time from the Borrowers, and the latter will be obliged to obtain within a period not exceeding fifteen (15) Business Days, the calculation of the Financial Ratios (as defined later) in order to verify the fulfillment thereof throughout the term of the Agreement. In said request the Agent shall indicate the date to which the calculations of the Financial Ratios should refer, which must be at least one (1) month prior to the formulation of the request. A certificate with the Financial Ratios calculated must be issued in this respect, the content of which, and therefore, the Financial Ratios calculated, must be approved by the board of directors and the certificate must be signed by a person with authority to issue certificates. Such certificate, as well as the documentation showing the approval of the content thereof by the board of directors, must be supplied to the Agent within the stipulated period.

(d) Any other financial information which the Agent may reasonably request at

any given time. In addition, the Borrowers undertake to supply to the Agent in writing and in reasonable detail, information regarding any scenario relevant to the Borrowers or to the Super Senior Credit Facility in general, as soon as it occurs, including, inter alia, the following: (a) Any vicissitude which adversely affects the assets and rights constituting

security for the Super Senior Credit Facility or under the other Finance Documents.

(b) Any breach of the warranties and representations established in Clause 16 above.

(c) The commencement, settlement or resolution of any litigation, arbitration or

relevant proceeding due to the amount or nature thereof.

(d) Any fact which may give rise to an Early Termination Event as defined in Clause ¡Error! No se encuentra el origen de la referencia..

(e) Any breach by any third party of any contract with the Borrowers which

may be relevant due to the amount or the nature thereof.

(f) Any circumstance which leads to a Material Adverse Change in the financial situation, the assets or the business of the Borrowers, or in the

37

capacity of the Borrowers to meet and fulfill their obligations in accordance with the Finance Documents, or which may affect the validity, legality or enforceability of this Agreement.

If any information provided proves erroneous, the Borrowers must so inform the Agent and rectify the error as soon as they notice such error. The Borrowers shall supply to the Agent a copy of each of the documents which they must supply under this Clause and, at the Agent’s request, as many copies thereof as there are Lenders at any given time.

17.2 Obligations in relation to accounts and auditing The Borrowers assume the following obligations in relation to accounting and auditing:

(a) To keep their accounting in accordance with the legislation without altering

the accounting principles and criteria which they have been applying, unless required by law.

(b) To draw up and approve their individual and, where relevant, consolidated

annual accounts (including their subsidiaries and their future subsidiaries), and the rest of the financial information for which they are responsible under this Agreement, in accordance with the legislation and the provisions thereof.

(c) To have their annual accounts audited by an audit firm among the four (4)

most nationally and internationally prestigious firms, acceptable to the Lenders, which has been appointed as auditor.

(d) In addition to the foregoing, the Borrowers shall supply to the Agent a

certificate issued by the Borrowers’ auditor with the calculation of the financial ratios and figures defined in Clause ¡Error! No se encuentra el origen de la referencia., expressly indicating that they have been calculated on the basis of the Borrowers’ audited annual accounts.

(e) The Borrowers are obliged to notify to their auditors the instructions and

tasks which are assigned to them under this Agreement and shall make the utmost effort so that whoever conducts the audit of the Borrowers’ accounts at any given time is also informed of the aforementioned tasks.

38

If applicable, in relation to the obligations provided in subparagraphs (a) and (b) above, the Borrowers shall ensure that they are also fulfilled by the companies in which the Borrowers are holders of a stake.

17.3 Negative obligations

The Borrowers shall refrain from carrying out or permitting the following actions without the prior authorization of the Majority of the Lenders: (a) To use the funds obtained from Super Senior Credit Facility for purposes

other than those indicated in this Agreement and, in particular, but not limited to, to finance the companies [●], Acuinova Portugal, Nova Guatemala, Pescachile, Acuinova Chile, Nova Austral and Insuiña.

(b) To use any funds (other than those of the Super Senior Credit Facility) to finance the companies [●], Acuinova Portugal, Nova Guatemala, Pescachile, Acuinova Chile, Nova Austral and Insuiña.

(c) To carry out acts of disposal (including, by way of illustration but not limited to, separating, splitting, selling, assigning or transferring) in relation to all or a substantial part of their establishments, assets or receivables, present or future, other than in the ordinary course of the business of the Borrowers.

(d) To guarantee financial obligations of their own or of third parties, other than

those arising from those envisaged in the Finance Documents (including, by way of illustration but not in any event limited to, mortgaging, hedging and granting any encumbrance, pledge or lien on their property or assets, present or future, except the grant of security authorized under the Finance Documents).

(e) To agree or consent to: (i) the making of any structural modification (as

defined in Law 3/2009, of April 3, on Structural Modifications to Commercial Companies) or any other similar corporate or business restructuring or reorganization operation; (ii) the acquisition or creation of companies; (iii) the transfer, dissolution or liquidation, either of themselves or of their subsidiaries or branches; or (iv) the signature of joint venture agreements or establishment of joint companies with third parties.

(f) To modify the nature of the business, replace their corporate purpose,

reduce the share capital or, in general, make any bylaw amendment.

39

(g) To make investments not envisaged in the Viability Plan or which, although envisaged, are greater in amount, term or any limit contained in such Plan.

(h) To agree on the distribution of dividends of any kind or the repayment of a

premium or of contributions to their shareholders. To acquire own shares, repay principal or pay interest on subordinate debt or carry out any other transactions which lead to the transfer of funds to their shareholders.

(i) Outside the provisions of this Agreement (and the Finance Documents), to

assume or contract any other kind of Financial Indebtedness, provide guarantees or sureties, grant loans, credit facilities or any other kind of finance or financial assistance to third parties, or grant preferential rights or personal guarantees or security in rem. Deferrals of payment without interest granted to suppliers or customers in the ordinary course of business are excluded from this section.

(j) To carry out transactions with third parties other than in the ordinary course

of business or not subject to market conditions. (k) To modify their current criteria and accounting practices, unless required by

law, by recommendation of their auditors based on accounting criteria or when such modification is otherwise justified in accordance with the accounting legislation which is applicable to it.

(l) To modify the dates of commencement and termination of the financial year.

(m) To make or consent to amendments in their corporate bylaws, except those

which are required by the legislation which is applicable to them or are not relevant for the purposes of this Agreement.

(n) To issue or permit the companies of the Pescanova Group to issue exchangeable or convertible debentures or bonds, warrants or any other kind of debt instruments which may confer a right, directly or indirectly, to conversion and subsequent acquisition of shares of any company of the Pescanova Group, or alter the rights of the currently existing shares of the companies of the Pescanova Group.

(o) To carry out, or permit the companies of the Pescanova Group to carry out,

any other similar actions which may hinder the observance of the provisions of the Finance Documents.

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(p) To authorize the assignment by lease, by license or on any other basis, of the use or occupation of any property or rights to a third party under non-market conditions.

17.4 Positive obligations

The Borrowers undertake to:

(a) Use the funds obtained from the Super Senior Credit Facility for the purposes indicated in this Agreement.

(b) Fulfill all the obligations established in this Agreement and in the rest of the

Finance Documents and, in particular, the obligations to pay the amounts owed for any reason.

(c) Manage their businesses and ensure that the group companies of the

Borrowers manage their business with the care of an organized businessman and contract under market terms.

(d) Comply and ensure that the companies of the Borrowers’ group comply

with the legislation and with the permits, licenses and authorizations belonging to their business activity. In this respect, to maintain and keep any licenses or authorizations necessary for the formal conduct of their activities and request any authorizations or permits which may be necessary, now or in the future, in order to enter into and fulfill all the obligations assumed under the Finance Documents.

(e) Keep up to date with payment and substantially observe all legislation and

regulations applicable.

(f) Insofar as the legislation applicable so permits, maintain at all times the super senior and preferential status of the rights to payment of the Lenders arising from this Agreement, over any other creditors of the Borrowers, present or future.

(g) Enter into agreements with each of the shareholders and creditors (other

than the Lenders) to whom it has an obligation so that all of them are considered subordinate to the Super Senior Credit Facility, and in any event with strict respect for the order of priority provided in Clause 14.5 of this Agreement.

(h) Contract and maintain insurance in relation to themselves and their current

or future group against commercially insurable risks and covering all their

41

assets in the habitual manner in companies of the same sector, with the most solvent insurance companies and apply the indemnity received from their insurance companies to the repair or replacement of the damaged assets or to all other purposes in accordance with the nature of each insurance or envisaged in this Agreement.

The Borrowers undertake to ensure that the insurance policies signed by it contain a Clause under which the insurance company in question undertakes to inform the Agent of any breach in the payment by the Borrowers of the insurance premiums and of any modification of the insurance policy. The Agent shall receive a copy of the insurance policies contracted by the Borrowers under this Clause.

(i) Supply to the Agent, within ten (10) days from when the Agent so requests

(this request must be justified), a certificate signed by duly authorized representatives confirming the absence of an Early Termination Event.

17.5 Financial commitments

The Borrowers undertake to maintain, throughout the full term of the Super Senior Credit Facility, the following ratios and figures (the “Financial Ratios”), which shall be calculated on the basis of the Borrowers’ audited financial statements: (a) Maximum Total Net Debt / EBITDA of [●]

(b) Maximum Debt of [●]

(c) Sales of assets or of subsidiaries which represent more than five percent

(5%) of the EBITDA of the Pescanova Group If changes occur in the accounting legislation, the Borrowers’ auditor shall indicate, at the request of both parties, the possible changes which it is necessary to insert in the above-mentioned ratios and items so that they remain economically and financially possible. The Financial Ratios must be calculated in accordance with (i) the criteria established in this Agreement, and (ii) generally accepted accounting principles in Spain.

18. AGENCY

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18.1 Mandate The Agent’s position is established in the following terms:

(a) The Lenders appoint [●] as Agent of this finance and the latter accepts such

appointment.

(b) The payments of any kind arising from this Agreement must be made by the Borrowers to the Agent, having full effect as a discharge for the Borrowers as if they have been received in the relevant proportion by the Lenders.

(c) Any notification made or received by the Agent shall have the same effect

as if it have been made or received by the Lenders.

(d) The Agent shall act pursuant to this Agreement and all other Finance Documents on its own initiative or at the request of the Majority of the Lenders.

(e) The Agent, in its capacity as Lender, shall have the same rights and powers

as any other Lenders due to its stake in the Finance Documents. (f) The Borrowers acknowledge that they are aware of the appointment of the

Agent and of the irrevocable mandate granted to it by the rest of the Lenders. In this respect the rules contained in this Clause 18 may not be alleged or raised as an exception by the Borrowers in order to delay or fail to exactly fulfill their obligations under this Agreement and all other Finance Documents.

18.2 The Agent’s liability

The Agent’s liability to the Lenders shall be governed by the following:

(a) The Agent has no power of attorney nor is it a fiduciary of the Lenders

beyond what is expressly stated in this Agreement and in the other Finance Documents.

(b) The Agent shall not be liable to the Lenders for the signature, validity, enforceability or performance of this Agreement and of the other Finance Documents, nor for any document supplementing them, nor for the truth or accuracy of the prior information provided by the Borrowers, of the declarations contained herein or of the communications which it may receive, nor for the feasibility of collection of the Super Senior Credit Facility.

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(c) The Agent will not be obliged to conduct any investigation regarding the

performance of this Agreement and of the other Finance Documents or for the reduction of the Borrowers’ solvency, or to take decisions in this respect. Only when it has actual knowledge, or has received notification from any of the Lenders or from the Borrowers, of any breach of this Agreement or any grounds for termination thereof, will it so notify the other Lenders.

(d) The Agent’s duty to inform shall be deemed to be limited to such

communications as are necessary for the normal performance and conduct of the Agreement, or for the enforceability thereof in the event of breach.

(e) The Agent shall not be liable if it complies with the instructions received

from the Majority of the Lenders or if, in the absence of such instructions and in the event of urgency, it acts without fraudulent intent.

(f) The Agent’s employees and advisers shall not in any event incur liability to

the Lenders.

(g) Each of the Lenders recognizes that it has performed in relation to this Finance its own prior independent research and valuation, and it is appropriate that it has been and will continue to be the only party responsible for carrying out its own valuations and independent investigations in relation to the financial situation, credit risk, activity, legal regime and legal nature of the Borrowers.

18.3 Reimbursement of the Agent

The Lenders shall immediately reimburse the Agent, in proportion to their stake in the Super Senior Credit Facility, any payment made by the Agent pursuant to this Agreement in the common interests of the Lenders, irrespective of the favorable or adverse result of the action or measure which gave rise to the payment. The Agent shall be authorized for these purposes to withhold from the amounts to be paid to the Lenders, for any reason, the aforementioned amounts, which it shall duly justify.

18.4 The Agent’s resignation The Agent’s resignation shall be governed by the following:

(a) The Agent may freely resign from its post by giving written notice to the

other Lenders and to the Borrowers.

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(b) In the event of resignation, the Lenders shall be entitled to appoint from

among them a new Agent, by resolution of the Majority of the Lenders.

(c) If, within a period of sixty (60) days from the notice of its resignation by the Agent, the Lenders have not appointed a new Agent or the appointee has not accepted the appointment, the outgoing Agent shall appoint the substitute by itself, from among the former, who may not oppose their appointment.

(d) The Agent’s resignation and the appointment of the new Agent shall be

made by public document within a period of three (3) Business Days from the date of appointment of the new Agent and may not involve any cost to the Borrowers.

(e) The Agent shall be invested with the same rights, powers and duties as the

outgoing Agent. 18.5 Revocation of the Agent’s appointment

The Majority of the Lenders may revoke the Agent’s appointment, provided that they simultaneously appoint another Agent from among the Lenders, who accepts the appointment. The procedure for the appointment of the new Agent in the event of revocation shall be, mutatis mutandis, that indicated in Clause 18.4 above.

19. ASSIGNMENT AND TRANSFER 19.1 Assignments and transfers by the Borrowers and the Shareholder

Neither the Borrowers nor the Shareholder may assign, transfer or encumber their rights or obligations arising from this Agreement, without the prior, express unanimous consent in writing of the Lenders.

19.2 Assignment by the Lenders

Each Lender may assign or encumber, in whole or in part, its rights derived from this Agreement or have a third party subrogated to its position under this Agreement in the manner and under the conditions which it considers appropriate, for which purpose the Borrowers and the Shareholder expressly grant their consent. Consequently, future authorizations shall not be required from the Borrowers or from the Shareholder for such assignments, provided that the following conditions are fulfilled:

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(a) The assignment shall only take effect on a date coinciding with the date of

termination of an Interest Period.

(b) The assignment must be executed by public instrument, the cost of which shall in any event be borne by the assignee or assignor entities.

(c) The assignment must be made for a minimum amount of [●] euros.

(d) The assignment may not give rise to an increase of costs for the Borrowers.

All expenses and taxes arising from the aforementioned assignment shall be borne by the assignor entity and by the assignee.

(e) The assignment must be notified in advance in writing to the Agent, for the

notification thereof by the latter to the Borrowers, indicating the identity of the assignee and the amount of the assignment.

Except for assignments between Lenders, each assignment or subrogation shall incur a fee of [●] euros payable to the Agent, as processing expenses, which shall be borne equally by the assignor entity and the assignee.

20. EARLY TERMINATION 20.1 Early Termination Events

The Borrowers recognize and accept that they may lose the benefit of the term if they breach their obligations, their solvency is weakened or the bases on which the Super Senior Credit Facility has been granted are altered due to being placed in any of the situations envisaged in this Clause. Consequently, the Lenders may terminate this Agreement and demand the early repayment of the entire Super Senior Credit Facility, with interest and all other amounts accrued for which the Borrowers are liable, if they breach any of their obligations under the Finance Documents. In particular, in any event, by way of illustration but not so limited, early termination may occur at the request of the Lenders in the following cases (the “Early Termination Events”): (a) Failure by the Borrowers to pay any amount as principal or interest or any

other item upon their respective maturity or enforceability date pursuant to the Super Senior Credit Facility, this being deemed to be agreed in particular for the purposes of Article 693.2 of the Civil Procedure Law.

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(b) Breach of the terms and provisions contained in the Creditors Arrangement of Pescanova ratified by Pontevedra Commercial Court no. 1 on [●] [●], 2014, as well as the creditors arrangements of its Spanish subsidiaries.

(c) Breach by the Borrowers and/or by the Shareholder of any other obligations

(both financial and non-financial) under the Finance Documents, including by way of illustration but not limited to, the breach of the restriction on the use of the funds described in Clause 5 and of the financial commitments contained in Clause ¡Error! No se encuentra el origen de la referencia..

(d) Falsity, omission, inaccuracy or breach, voluntary or involuntary, original or

unexpected, of the warranties and representations indicated in Clause 16 or any other declaration or warranty of the Borrowers under the Finance Documents, not corrected within a period of fifteen (15) days from the breach or, if the circumstances so require, in a shorter period.

(e) The breach of the Borrowers or any of the companies belonging to their

group of payment obligations to third parties of an amount exceeding [●] euros, whether obligations to credit or financial institutions or to any other third parties.

(f) The failure to grant or grant outside the stipulated period, modification

without consent of the Lenders, unenforceability, illegality, invalidity and/or ineffectiveness of the security of the Super Senior Credit Facility.

(g) If any Material Adverse Change occurs in the net worth, financial or

commercial situation of the Borrowers.

(h) The change of control, direct or indirect, of the Borrowers by their current shareholders.

(i) The revocation and failure to renew the licenses, permits, administrative

authorizations or contracts or any other authorizing documents for the conduct of the Borrowers’ activity, which involves a Material Adverse Change.

(j) The judicial or administrative intervention of the Borrowers.

(k) The substantial breach of a pecuniary order made by any judicial authority.

(l) The expropriation, attachment, seizure or enforcement, in whole or in part,

by any procedure, of any significant item of the assets of the Borrowers or of any of the companies of their group.

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(m) The serious deterioration of the Borrowers’ solvency, so that their capacity

to meet the obligations assumed by them under this Super Senior Credit Facility is compromised. In particular, if the Borrowers discontinue the current payment of their obligations or they are the subject of enforcement for debts to third parties or security granted to third parties, or any of their assets of the same value are expropriated or forcibly sold or substantially damaged.

(n) In relation to the Borrowers individually or, where relevant, on a

consolidated basis in relation to their group, if the Borrowers’ auditors fail to draw up or refuse their audit report or opinion within a period of one hundred and eighty (180) days from the year-end in question, or their report is classified as an “unfavorable opinion” or “a disclaimer of opinion”, all of this in accordance with generally accepted accounting principles in Spain.

(o) If the Borrowers cease to carry on their businesses or activities.

(p) Modification of the nature of the businesses of the Borrowers or

replacement of the corporate purpose.

(q) The declaration of nullity or legal unenforceability of any of the clauses of the Finance Documents substantially modifying the terms and conditions of the finance granted under this Agreement.

It is clarified that the Lenders’ power to terminate indicated in Clause ¡Error! No se encuentra el origen de la referencia. above shall be without prejudice to their right to opt first for the specific performance of the Agreement.

20.2 Termination by decision of the Majority of the Lenders

The early termination indicated in Clause ¡Error! No se encuentra el origen de la referencia. above shall be decided by the Majority of the Lenders and shall bind absent, abstaining or dissident Lenders. If the Majority of the Lenders fail to decide on the early termination within a period of five (5) Business Days from the date of receipt by the Agent of the petition of any Lender, the latter may individually declare its stake in the Super Senior Credit Facility to be terminated. However, the enforcement of the security of the Super Senior Credit Facility may only be sought by decision of the Majority of the Lenders.

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When the declaration of early termination is sought by the Majority of the Lenders or, in the case envisaged in the previous paragraph, by a Lender, the Borrowers will be obliged, within a maximum period of five (5) Business Days from the written notification of the aforementioned early termination which may be made for such purposes by the Agent or, where relevant, the Lender, to repay the full amount of the Super Senior Credit Facility drawn down and not repaid or, in the event of partial enforcement, the amount drawn down and not repaid belonging to the Lender that declares the early termination of the Super Senior Credit Facility, plus the interest thereon, fees and all other expenses proven by documentary means for all items in relation to this Agreement. If the repayment has not occurred within such period, the relevant late-payment interest shall accrue on the amounts owed in accordance with the provisions of Clause 9 above, the Agent being entitled, on behalf of the Lenders or, where relevant, the Lender directly, to commence the relevant judicial claim.

21. ENFORCEMENT OF THE SUPER SENIOR CREDIT FACILITY 21.1 Determination of the net amount

It is agreed that the amount which may be claimed in the event of enforcement of Super Senior Credit Facility or of its security shall be that resulting from the calculation performed by the Agent on the basis of the account indicated in Clause 15.1 above. The Lenders may only present individual calculations in accordance with the accounts indicated in Clause 15.2 before the Agent has performed the above-mentioned calculation in relation to the total amount of the Super Senior Credit Facility or its security. If a Lender individually enforces in the courts the Super Senior Credit Facility in relation to its stake, it is agreed that the amount which may be claimed will be that resulting from the calculation performed by the enforcing Lender based on the respective account indicated in Clause 15.2. Once such individual calculation has been performed, the calculation which may be subsequently issued by the Agent shall not include the amount for which the Lender or Lenders that have individually sought enforcement are entitled. The calculations indicated above may include all the items or part of the items established in this Agreement, as indicated in Article 573.3 of the Civil Procedure Law, without thereby constituting a waiver, in particular in relation to expenses and amounts owed under Clauses 8.4, 10 and 13 or any other which may be applicable.

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For the purposes indicated in Article 574 of the Civil Procedure Law, interest or variable parities shall be calculated by reference to the provisions of Clause ¡Error! No se encuentra el origen de la referencia. and performed in accordance with it.

21.2 Procedure and forms of enforcement, general and special

The Lenders may avail at all times of any procedures and forms of enforcement which are admissible under the legislation, either in relation to the Agreement, its security or in relation to the rest of the Borrowers’ assets, including, where applicable, special forms of enforcement such as administration for payment.

21.3 Address for enforcement

The Borrowers’ address for the purposes of requests and notices shall be that indicated in Clause 25 below.

22. SECURITY 22.1 List of Security to be granted under this Agreement

The payment of the principal of the Super Senior Credit Facility together with the pending interest which may have accrued as well as any expenses or other items which are owed under this Agreement is assured by the grant of the following security, at the same time as the signature of this Agreement, and under the terms indicated below (the “Security”): (a) Pledge granted by Nueva Pescanova to the Lenders on all the shares of

Pescanova España and Novapesca Trading, S.L. [and all other subsidiaries] (the “Pledge”)6.

(b) Contingent joint and several guarantee by the Guarantors, in the terms

which will be indicated below (the “Guarantee”).

The costs and expenses arising from the grant, modification and cancellation of the Security shall be borne by the Borrowers and the Guarantors, where relevant.

6 In addition, in accordance with the provisions of the introduction of Schedule 1-B to the Arrangement,

the obligations contained in this Agreement may also be secured by the grant of pledges on shares of the international subsidiaries of Pescanova (which after the restructuring will be held by Nueva Pescanova).

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22.2 The Pledges to be granted

At the same time as the signature of this Agreement, the Pledge is granted subject to the provisions of this Agreement and on the basis of the standard form attached as Schedule ¡Error! No se encuentra el origen de la referencia. hereto.

22.3 The Guarantee7

22.3.1 Grant of the Guarantee The Guarantors guarantee to the Lenders the prompt and complete fulfillment of the Secured Obligations by the grant of this Guarantee, on an irrevocable and joint and several basis, in accordance with Article 1822 of the Civil Code. The Guarantee is granted on a joint and several basis on first demand, irrevocable, unconditional and abstract. The Guarantors, where relevant, expressly waive any benefits of order, division and excussio and waive the power to raise vis-à-vis the Borrowers and the Lenders, respectively, any exceptions which might arise from the relations which existed between the Lenders and the Borrowers or with the Guarantors, as the case may be. Therefore, the Guarantors undertake to pay to the Lenders, upon the first demand of the latter, the Secured Obligations as if they were the principal debtor. For the appropriate purposes, it is expressly placed on record that the Lenders, under this Agreement, accept the Deposit. 22.3.2 Enforcement of the Guarantee. Liquidity Clause The Lenders, by resolution of the Qualified Majority of the Lenders, may demand from the Guarantors the fulfillment of the Secured Obligations, under the terms provided in this section:

(a) The Lenders, through the Agent, may directly demand the fulfillment by the

Guarantors of the Secured Obligations, in accordance with Article 1144 of the Civil Code, the Guarantors undertaking to pay the Lenders, immediately upon request without a prior or joint claim to the Borrowers being necessary.

(b) Once the request for payment has been received by the Guarantors, the latter

shall pay the amount requested within a period of three (3) Business Days 7 If there are international Guarantors, the valid grant of the personal guarantee will be subject to the

legislation applicable in each case.

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from that following the date of receipt of the relevant request at their offices situated at the address indicated in Clause 25 below. The above-mentioned amount shall be paid by bank transfer to the Drawdown and Payments Account for the distribution thereof among the Lenders by the Agent.

(c) In accordance with the provisions of Article 572.2 and similar provisions of

the Civil Procedure Law, for the purposes of proceeding with the procedural enforcement of the Guarantee, the Parties expressly agree as follows:

(i) Calculation of the amount which may be claimed in enforcement

proceedings. For the purposes of claiming any amount from the Guarantors, the Agent, in accordance with the provisions of Clause 21.1, shall calculate all the Secured Obligations due and outstanding, in accordance with the provisions of this Agreement.

(ii) Total or partial calculation. The calculation indicated in section (i)

above may include all items of the outstanding Secured Obligations or only part of them, without thereby implying any waiver of the remaining amounts by the Lenders, in accordance with Article 573.3 of the Civil Procedure Law.

(iii) Notification to the Guarantors and to the Borrowers. In accordance

with Articles 572.2 and 573.1.3 of the Civil Procedure Law, the Agent shall notify the enforcement of the Guarantee to the Guarantors and to the Borrowers, including the certificate which proves the balance resulting from the calculation, which shall be admissible as evidence in court and shall have full legal effect, as well as the attesting documents which prove that the calculation has been performed in the manner agreed in this Agreement.

(iv) Request for payment to the Guarantors. The Agent shall request a

notary to deliver to the Guarantors the documentation referred to in section (iii) above and to record in a notarial record the request for payment made to the latter, in accordance with Article 581.2 of the Civil Procedure Law.

(v) The Guarantors’ opposition. In the framework of the enforcement

proceeding, the Guarantors may not dispute or question the calculation performed by the Agent under the above stipulations, except in the cases established in Article 557 of the Civil Procedure Law.

(vi) All expenses arising from the enforcement shall be paid in full by the

Guarantors in accordance with Article 1827 of the Civil Code.

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22.3.3 Relationship between the Guarantors and the Borrowers in the

framework of the Guarantee (a) Waiver of release of Guarantee or of provision of counter-guarantees. For

the purposes of the provisions of Article 1843 of the Civil Code, the Guarantors waive the filing of legal actions against the Borrowers aimed at obtaining (i) the release of the Guarantee or (ii) the provision of counter-guarantees by the Borrowers or by any third party on behalf and in the interests of the Borrowers.

(b) Subordination agreement. Waiver of legal actions. Any right to

reimbursement which the Guarantors may have against the Borrowers for the amounts paid under the Guarantee shall be subordinate to the rights to payment of the Lenders arising from this Agreement.

Due to the subordination agreement assumed, until the full payment or fulfillment of the Secured Obligations, the Guarantors assume the following commitments, if the Secured Obligations have been partially fulfilled:

(i) Waiver of the claim from the Borrowers of any amount, as well as the

enforcement of any right or legal action, judicial or extrajudicial, direct or indirect, against the Borrowers’ assets, aimed at recovering amounts paid under the Guarantee.

This waiver, like that contained in paragraph (ii) below, is made for the benefit of the Lenders. Therefore, the breach thereof may be raised against the Guarantor by the Lenders.

(ii) If an insolvency order has been made against any of the Borrowers,

the Guarantor recognizes that the Lenders may request the inclusion in the list of creditors of their claim for the rest of the outstanding Secured Obligations, and the full amount of that to which, by reimbursement, the Guarantors are entitled, in accordance with Article 87.7 of the Insolvency Law.

The Lenders expressly accept the commitments assumed by the Guarantors for their benefit under the terms and conditions provided in this Clause.

22.3.4 Continued existence of the Guarantee

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(a) Up to the release thereof in accordance with the provisions of this Agreement, the Guarantee shall continue to exist and shall have full effect, if this Agreement is the subject of:

(i) Modification, novation, settlement or non-insolvency arrangement,

compromise, assignment or, in general, any renegotiations or deferrals. The Parties waive the application of Article 1851 of the Civil Code.

(ii) Dispute, discussion or litigation, whether arbitral or judicial.

(b) In addition, until the release in accordance with the provisions of this

Agreement, the Guarantee shall continue to exist and to have full effect in all the following cases:

(i) In the event of an insolvency order against the Guarantors or the

Borrowers under the Insolvency Law, without any arrangements (approved in the framework of those proceedings or universal lawsuits) being capable of novating, modifying, altering or annulling the Guarantee.

The content and scope of the Guarantee shall not be affected by the fact that any arrangement is approved between some of the Borrowers and their creditors, in accordance with Article 135 of the Insolvency Law.

(ii) In the event of merger, spin-off, change of legal form or any structural

modifications which may be undergone by the Borrowers or the Guarantors.

(iii) If any change occurs in the composition of the share capital of the

Borrowers or of the Guarantors.

22.3.5 Discharge of the Guarantee The Guarantee shall remain fully in force as long as the Secured Obligations have not been fully cancelled.

As an exception to the foregoing, if the Borrowers have paid the full amount of the Secured Obligations and such payment has been subsequently revoked, rescinded or annulled in the framework of the procedure of the latter, and the Lenders have returned the amounts paid by the Borrowers to the competent bodies of the insolvency proceedings, then the Guarantee shall continue to fully exist and shall remain fully in force until the payment or complete fulfillment of the

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Secured Obligations by the Guarantor. For explanatory purposes, it is placed on record that if the Guarantor has fulfilled the obligations arising from the Guarantee, the Guarantee shall be discharged, unless the payment made by the Guarantor has been subsequently revoked, rescinded or cancelled in the framework of the insolvency proceeding of the Borrowers and the Lenders have returned to the Guarantor the amounts paid by the latter.

Once the Secured Obligations have been cancelled, the Borrowers and the Agent (on behalf of the Lenders) will be obliged to send to the Guarantor a notification in which the Guarantee granted is also declared to be cancelled, within a period of ten (10) Business Days from the date of cancellation of the Secured Obligations.

The Guarantor consents, hereafter, to the Guarantee hereby granted being extended also to any extension which the Lenders may grant to the Borrowers in relation to the maturity of some or all of their Secured Obligations.

22.4 Independent nature of the Security The Security is granted on an independent and indistinct basis, so that the Lenders, acting in the manner regulated in this Agreement and, in any event, having obtained the favorable vote of the Qualified Majority of the Lenders, may, at their discretion, enforce any of the security, in the order which they consider appropriate, alternatively, simultaneously or successively, without the commencement of the proceeding to enforce one form of Security limiting or conditioning the commencement of proceedings for the enforcement of other Security.

22.5 Indivisibility of the Security

Indivisibility by the Lenders. None of the Lenders may cancel or terminate any of the Security in full or proportionately until all the Secured Obligations have been completely fulfilled and all the Lenders have been paid. Indivisibility by the Borrowers or by the Guarantors. The Security guarantees the fulfillment of the Secured Obligations, and neither the Borrowers nor the Guarantors will be entitled to request the partial termination of the Security in the event of partial fulfillment of the Secured Obligations. They shall only be entitled to request the termination of the Security when the Secured Obligations have been completely fulfilled.

22.6 Continued existence of the Security

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Nullity or unenforceability of Secured Obligations or of the obligations which emerge from the Guarantee. If any of the Secured Obligations is declared, in whole or in part, unenforceable or void, the Security granted under this Agreement shall guarantee the complete and prompt fulfillment by the Borrowers of all the pecuniary obligations of return and reimbursement which may be demanded of the relevant Borrowers as a result of such nullity or unenforceability. Nullity or ineffectiveness of the payment of the Secured Obligations. The Borrowers, the Guarantors and the Lenders agree that the Security shall remain fully in force, valid and enforceable, if, all the Secured Obligations having been paid, the aforementioned payment is subsequently declared void or invalid in the framework of an insolvency proceeding of the entity which made such payment (whether of any of the Borrowers, of the Guarantors or any other entity with the Lenders’ consent), and such declaration of nullity is prior to the execution by the Lenders of the appropriate documents cancelling the Security. Extension of the Secured Obligations. The Security shall continue to exist, even in the event of extension of this Agreement, as long as all the Secured Obligations have not been fulfilled.

22.7 Assignment of rights and legal remedies to the Lenders

The Borrowers and the Guarantors assign to the Lenders any rights and legal remedies which the Borrowers and/or the Guarantors have against third parties, and which arise from the rights to payment which may arise from the Security. Pursuant to the foregoing and the provisions of Article 1869 of the Civil Code, the Lenders are irrevocably authorized by the Borrowers and the Guarantors to perform vis-à-vis the debtors of such receivables the following actions:

(a) all actions that are considered appropriate or advisable, in the Lenders’

opinion, in order to maintain and/or preserve and/or defend the validity, effectiveness and enforceability of the receivables which may arise from the Security;

(b) all actions, measures and claims, judicial and extrajudicial, which are

considered appropriate or advisable, in the Lenders’ opinion, for the collection or claiming of the receivables which may arise from the Security, including the filing of any legal action arising from such receivables; and

(c) any of the above-mentioned actions shall be performed following

notification to the Borrowers and/or to the Guarantors in question, at least five (5) Business Days in advance. The Borrowers and the Guarantors

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undertake to provide any assistance which may be required for such purpose by the Lenders.

22.8 Irrevocable power of attorney

The Borrowers and the Guarantors undertake to grant in a separate public deed an irrevocable of attorney to the Lenders to proceed, in their name and on their behalf, to establish and/or extend the security referred to in this Clause ¡Error! No se encuentra el origen de la referencia..

23. ADDITIONAL DOCUMENTATION At the Lenders’ request, the Borrowers shall execute any other documents or declarations, as well as those expressly provided in this Agreement, which may be necessary or advisable for the effectiveness of this Agreement and of its security.

24. INDEMNITY

The Borrowers undertake to hold the Agent and each of the Lenders harmless in relation to any cost, claim, loss, necessary expense (including legal fees) or liability, together with any VAT applicable to them, which any of them may incur or which may arise for any of them as result of the occurrence of any cause which may give rise to the early termination of this Agreement in accordance with Clause ¡Error! No se encuentra el origen de la referencia., or from any breach by the Borrowers of the obligations assumed by them under this Agreement.

25. ADDRESSES

Any notification or communication which must or may be sent to each other by the Parties under this Agreement shall be sent in writing to the addresses indicated below (or to such address as may replace it by notice at least five (5) Business Days in advance to the Agent or to the Borrowers, where relevant) by letter, fax, e-mail or any other means, although it shall only be deemed to be known by the Party to whom it is addressed if there is certain proof of the receipt thereof.

25.1 For the Agent and the other Lenders [●]

25.2 For the Borrowers and the Shareholder [●]

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26. NOVATION No Party may allege the novation of this Agreement if it is not expressly placed on record in a document signed by the other Parties.

27. PARTIAL INVALIDITY

If any of the provisions of this Agreement is considered void, illegal or unenforceable in any sense, the validity, legality and enforceability of the other provisions shall not be thereby diminished or affected. The Parties undertake to replace the void, illegal or enforceable provision with valid provisions the economic effect of which is as close as possible to that of the provisions declared void, illegal or unenforceable.

28. LAW AND JURISDICTION 28.1 Governing law

This Agreement shall be governed by Spanish law8.

28.2 Jurisdiction

The Parties submit to the jurisdiction of the Courts of [city] to resolve any dispute which may arise in relation to this Agreement.

[there follow schedules and a signature sheet]

8 The Agreement may be ultimately subject to English law.

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List of Schedules

Schedule I Transaction Schedule II Viability Plan Schedule 3 List, by way of example, of the actions for the stabilization of

certain international subsidiaries of Pescanova Schedule 5.1 Standard form of Drawdown request Schedule 16.1(n) Pledges, mortgages, charges or encumbrances on assets or rights

of the Borrowers Schedule 16.1(o) Loans, credit facilities and financial assistance granted to third

parties by the Borrowers Schedule ¡Error! No se encuentra el origen de la referencia. Pledge Agreement

Schedule I Transaction

Schedule II Viability Plan

Schedule 3 List, by way of example, of the actions for the stabilization of certain international

subsidiaries of Pescanova

(a) In relation to the subsidiaries situated in Argentina ([●]), Brazil ([●]) and Uruguay ([Belnova and American Shipping]) the lifting of the insolvency proceeding will be necessary.

(b) In relation to the subsidiaries situated in Chile ([Pescachile, Acuinova Chile and

Nova Austral]) it will be necessary (i) to avoid the presentation of recourse to Pescanova by the creditors; and (ii) to avoid the Phantom Debt having recourse to Argentina.

(c) In relation to the subsidiaries situated in Ecuador and Nicaragua, the Stand Stills

to be signed must be agreed through formal refinancing.

(d) Finally, in relation to the subsidiaries situated in Portugal, the non-presentation of recourse to Pescanova by the creditors if sold the asset is sold.

Schedule 5.1 Standard form of Drawdown request

Schedule 16.1(n) Pledges, mortgages, charges or encumbrances on assets or rights of the Borrowers

Schedule 16.1(o) Loans, credit facilities and financial assistance granted to third parties by the

Borrowers

Schedule ¡Error! No se encuentra el origen de la referencia. Pledge Agreement

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