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ENAV Group Consolidated Financial Statements

-- a negative pledge clause, in other words, an undertaking by ENAV not to
establish or allow any encumbrances on any of its assets, where encumbrances
are intended as any agreement or transaction relating to assets, loans or
money realised as an instrument to obtain credit or to fund the acquisition
on an asset;

-- a cross-default clause that entitles the EIB to request early repayment in the
event that ENAV or any other company in the Group does not comply with
its financial obligations other than those contained in the financing contracts,
as well as guarantees undertaken in respect of banks or financial institutions;

-- a change of control clause that entitles EIB to request early repayment of the
financing in the event that any party or group of parties take control of ENAV
or the Republic of Italy no longer has control of the Issuer.

In addition, the loans also requires that certain financial covenants are to be
adhered to, which are verified on an annual and six-month basis and calculated
based on the Group’s consolidated accounts: i) the gross financial debt to EBITDA
ratio must not be less than 3 times ; ii) the EBITDA to financial expenses ratio
must be lower than 6 times;
• the bond issued by the Parent Company in August 2015 for € 180 million, with
interest calculated at a fixed annual rate of 1.93% and a single bullet repayment
on 04 August 2022, includes:
-- a negative pledge clause, in other words, an undertaking by ENAV not to

establish or provide third parties with guarantees on the debt or additional
privileges in respect of those guaranteed by the bond issued, unless there are
duly authorised by a bondholders’ meeting;
-- across default clause that entitles the bondholders to request the early
repayment of the bond in the event that ENAV or its subsidiaries do not
punctually meet their financial obligations relating to financial debt other than
the bond, for an amount above € 15 million;
-- change of control clause, which entitles the bondholders to ask for early
repayment on the bond issue n the event that a party other than the Republic
of Italy, its ministries (including the Ministry of the Economy and Finance) or
the entities and companies directly or indirectly controlled by the latter or its
ministries, takes control of the Issuer.
In addition, the bonds also requires that financial covenants are to be adhered to,
such as : i) the net financial debt/EBITDA ratio must not be higher than 3 times
; ii) the net financial debt/shareholders’ equity ratio must not be higher than 0.7
times.
The Parent Company has always adhered to the covenants provided for in each
financing agreement, including in previous financial periods. At 31 December 2015,
there were no elements that would lead one to believe that the Parent Company
would not adhere to the covenants.

ENAV - Annual financial report 2015 149