116770 Project Obelix Pt1.qxp - Carlsberg Group

approved by an Extraordinary Resolution of the Noteholders or (ii) in the case of a Principal Subsidiary,whereby the undertaking and assets of the Principal Subsidiary are transferred to or otherwise vested inthe Issuer or another of its Principal Subsidiaries or (iii) in the case of a Permitted Merger or (iv) in thecircumstances referred to in Condition 11(c) or (v) in the case of a Principal Subsidiary, pursuant to avoluntary solvent winding-up where surplus assets are available for distribution; or(f)(g)Breach of other obligations: default is made by the Issuer in the performance or observance of anyobligation, Condition or provision binding on it under the Notes (other than any obligation for thepayment of any principal moneys or interest in respect of the Notes) and, if capable of remedy, suchdefault shall continue for 30 days after written notice thereof requiring the same to be remedied has beengiven to the Fiscal Agent at its specified office by any Noteholder; orAnalogous Events: any event occurs which under the laws of the Kingdom of Denmark or any otherapplicable jurisdiction has an effect similar to any of the events referred to in paragraphs (c), (d) or (e)above.For the purposes of these Conditions:“Permitted Merger” means a reconstruction, amalgamation, merger or consolidation with or transfer of assetsand/or activities to Carlsberg A/S whereby Carlsberg A/S expressly and effectively by law, or by operation oflaw, assumes all of the obligations of the Issuer under the Notes, the Receipts, the Coupons and the Talonsprovided that (i) all action, conditions and things required to be taken, fulfilled and done (including theobtaining of any necessary consents) to ensure that the Notes, Receipts, Coupons, Talons and Deed of Covenantrepresent valid, legally binding and enforceable obligations of Carlsberg A/S are taken, fulfilled and done andare in full force and effect, (ii) legal opinions addressed to the Noteholders shall have been delivered to them(care of the Fiscal Agent) from a lawyer or firm of lawyers with a leading securities practice in Denmark andin England as to the fulfilment of the preceding condition of this paragraph and (iii) any solicited credit ratingassigned to the Notes will remain the same or be improved when Carlsberg A/S assumes the obligations of theIssuer in respect of the Notes or, in the event that there is no solicited rating in respect of the Notes but thereis a solicited rating in respect of the senior unsecured long term debt of the Issuer, the rating of the senior longterm debt of Carlsberg A/S will be equal to or higher than the rating of the senior long term debt of the Issuerwhen Carlsberg A/S assumes the obligations of the Issuer under the Notes and, in each case, this has beenconfirmed in writing by each rating agency which has assigned a solicited rating to the Notes or, as the casemay be, the senior long term debt of the Issuer.“Principal Subsidiary” at any time means a Subsidiary;(1) whose total consolidated assets or consolidated turnover attributable to the Issuer represents not lessthan 10 per cent. of the consolidated total assets or, as the case may be, consolidated turnover of theIssuer and its consolidated subsidiaries taken as a whole, all as calculated by reference to the then latestconsolidated audited accounts of the Issuer and its consolidated subsidiaries; or(2) to which is transferred the whole or substantially the whole of the assets and undertakings of aSubsidiary which immediately prior to such transfer is a Principal Subsidiary (provided that thetransferee shall cease to be a Principal Subsidiary upon the next audited accounts of the Issuer and itsSubsidiaries becoming available if those accounts show that it is not a Principal Subsidiary within theterms of paragraph (1) above)A certificate of two authorised signatories of the Issuer that in their opinion a Subsidiary is or is not or was orwas not during a particular period a Principal Subsidiary shall, in the absence of manifest error, be conclusiveand binding on the Issuer and the Noteholders; and38