PART VTRANSFER OF UNDERTAKING OF NORTHERN IRELAND AIRPORTS LIMITED

Reorganisation of certain assets and liabilities of NIAL and the Holding Company

The reorganisation scheme52

1

Before such date as the Department may direct, the Holding Company shall make a scheme (referred to in this Article and Article 53 as the “reorganisation scheme”) for—

a

the transfer to the Holding Company of the estate of NIAL in specified land;

b

the surrender by NIAL of any specified lease; and

c

the granting by the Holding Company to NIAL of a lease of specified land on specified terms.

2

On the specified day—

a

the estate of NIAL in any land specified under paragraph (1)(a) shall, by virtue of this paragraph, vest in the Holding Company; and

b

any lease specified under paragraph (1)(b) shall be deemed to have been surrendered by NIAL.

3

It shall be the duty of the Holding Company and of NIAL before the transfer date to enter into a lease of land specified under paragraph (1)(c) on terms so specified.

4

The reorganisation scheme may make such supplementary, incidental and consequential provisions as the Holding Company considers appropriate.

5

In this Article “specified” means specified in the reorganisation scheme.