Contract

Exhibit 4.3

Material marked [*] has been omitted pursuant to a request for confidential treatment. This material has been filed with the Commission separately.

FACILITY AGREEMENT

USD 2,000,000,000
COMMITTED LIQUIDITY FACILITY

for

EKSPORTFINANS ASA

with
DNB BANK ASA, DANSKE BANK, Norwegian Branch and
NORDEA BANK NORGE ASA
as Original Lenders

and

DNB BANK ASA
acting as Agent

Dated 21 June 2013

TABLE OF CONTENT

1	DEFINITIONS AND INTERPRETATION	4
2	THE FACILITY	13
3	PURPOSE	13
4	CONDITIONS OF UTILISATION	13
5	UTILISATION – REVOLVING LOANS	14
6	UTILISATION – REPURCHASE TRANSACTIONS	15
7	REPURCHASE TRANSACTIONS	17
8	REPAYMENT	18
9	PREPAYMENT AND CANCELLATION	19
10	INTEREST	20
11	INTEREST PERIODS	21
12	CHANGES TO THE CALCULATION OF INTEREST	21
13	FEES	23
14	TAX GROSS UP AND INDEMNITIES	23
15	INCREASED COSTS	25
16	OTHER INDEMNITIES	26
17	MITIGATION BY THE LENDERS	27
18	COSTS AND EXPENSES	28
19	SECURITY	28
20	REPRESENTATIONS	31
21	INFORMATION UNDERTAKINGS	33
22	GENERAL UNDERTAKINGS	34
23	EVENTS OF DEFAULT	35
24	CHANGES TO THE PARTIES	37
25	ROLE OF THE AGENT	37
26	CONDUCT OF BUSINESS BY THE FINANCE PARTIES	41
27	SHARING AMONG THE FINANCE PARTIES	41
28	PAYMENT MECHANICS	43
29	SET-OFF	45
30	FA ACT	45
31	NOTICES	45
32	CALCULATIONS AND CERTIFICATES	47
33	PARTIAL INVALIDITY	47

34	REMEDIES AND WAIVERS	47
35	AMENDMENTS AND WAIVERS	47
36	COUNTERPARTS	48
37	GOVERNING LAW AND JURISDICTION	48

SCHEDULES:

SCHEDULE 1:	THE ORIGINAL LENDERS AND COMMITMENTS

SCHEDULE 2:	CONDITIONS PRECEDENT

SCHEDULE 3:	REQUESTS
	Part I: Form of Utilisation Request – Revolving Loans
	Part II: Form of Utilisation Request – Repurchase Transactions

SCHEDULE 4:	FORM OF COMPLIANCE CERTIFICATE

SCHEDULE 5:	FORM OF SECURITY DOCUMENTS

SCHEDULE 6:	FORM OF MASTER REPURCHASE AGREEMENT

THIS FACILITY AGREEMENT is dated 21 June 2013 and made between:

(1)

EKSPORTFINANS ASA, Dronning Xxxxxxxxx 00, X-0000 Xxxx, Xxxxxx, company registration number 816 521 423 (the “Company”);

(2)

THE FINANCIAL INSTITUTIONS listed in Schedule 1 (The Original Lenders and Commitments) as lenders (the “Original Lenders”);

(3)

DNB BANK ASA as agent of the other Finance Parties (the “Agent”); and

(4)

DNB BANK ASA, DANSKE BANK A/S and NORDEA BANK FINLAND PLC as repurchase transaction counterparties (the “Repurchase Counterparties”).

BACKGROUND:

(A)

On 24 June 2011 the Company and the Original Lenders entered into a USD 2,000,000,000 buy/sell back facility agreement, which agreement was subsequently amended by an amendment agreement dated 22 June 2012 (the “Existing Facility Agreement”).

(B)

The Existing Facility Agreement terminates on 23 June 2013 and the Original Lenders and the Repurchase Counterparties have now agreed to make available a new committed back-stop liquidity facility in the amount of USD 2,000,000,000 to the Company on the terms and conditions set out herein.

IT IS AGREED as follows:

DEFINITIONS AND INTERPRETATION

1.1

Definitions

In this Agreement:

“Accounting Date” means each 31 March, 30 June, 30 September and 31 December in any financial year.

“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

“Agent’s Spot Rate of Exchange” means the Agent’s spot rate of exchange for the purchase of USD in the London foreign exchange market at or about 12:00 noon on a particular day.

“Agreed Security Documents” has the meaning given to that term in Clause 19.1 (Security definitions).

“Agreement” means this facility agreement, as it may be amended, supplemented and varied in writing from time to time, including its Schedules.

“Authorisation” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.

“Availability Period” means the period from and including the date of this Agreement to and including the Termination Date.

“Available Commitment” means a Lender’s Commitment minus:

the amount of its participation in any Utilisations;

in relation to any proposed Utilisation, the amount of its participation in any Utilisation that are due to be made on or before the proposed Utilisation Date,

other than that Lender’s participation in any Utilisations that are due to be repaid or prepaid on or before the proposed Utilisation Date.

“Available Facility” means the aggregate for the time being of each Lender’s Available Commitment.

“Break Costs” means the amount (if any) by which:

the interest (excluding the applicable Margin) which a Lender should have received for the period from the date of receipt of all or any part of its participation in a Revolving Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Revolving Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

exceeds:

the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the Relevant Interbank Market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

“Business Day” means:

in relation to any Repurchase Transaction, the meaning given to that term in each Master Repurchase Agreement; and

in relation to any Revolving Loans, a day (other than a Saturday or Sunday) on which banks are open for general business in London, New York and Oslo.

“Commitment” means:

in relation to a Lender, the amount set opposite its name under the heading “Commitment” in Schedule 1 (The Original Lenders and Commitments); and

in relation to any other Lender, the amount any Commitment transferred to it under this Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement.

“Companies Act” means the Norwegian Public Limited Companies Act of 13 June 1997 Xx. 00 (Xx. xxxxxxxxxxxxxxxxx).

“Compliance Certificate” means a certificate substantially in the form set out in Schedule 4 (Form of Compliance Certificate).

“Confirmation” has the meaning given to that term in each Master Repurchase Agreement.

“Default” means an Event of Default or any event or circumstance specified in Clause 23 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

“Deposit Account” means an interest bearing bank-deposit account to be opened by the Company with the Agent for the purpose of depositing prepayments received in respect of any Eligible EFIN Loans being subject to Revolving Loan Security.

“Disruption Event” means either or both of:

a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

(i)

from performing its payment obligations under the Finance Documents; or

(ii)

from communicating with other Parties in accordance with the terms of the Finance Documents,

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

“ECB” means the European Central Bank.

“Eligible EFIN Debtors” has the meaning given to that term in Clause 19.1 (Security definitions).

“Eligible EFIN Loans” has the meaning given to that term in Clause 19.1 (Security definitions).

“Eligible Securities” means:

any Securities that from time to time are eligible as collateral in Norges Bank or ECB; and

any other Securities as may be accepted in writing by the Agent from time to time (acting on the instructions of the Repurchase Counterparties).

“Event of Default” means any event or circumstance specified as such in Clause 23 (Events of Default) and paragraph 10 (Events of Default) of each Master Repurchase Agreement.

“FA Act” means the Norwegian Financial Agreements Act of 25 June 1999 Xx. 00 (Xx. xxxxxxxxxxxxxxxxx).

“FAF Act” means the Norwegian Act on Financing Activity and Financial Institutions of 10 June 1988 Xx. 00 (Xx. xxxxxxxxxxxxxxxxxxxxxxxxxxxxx).

“Facility” means the facility made available under this Agreement as described in Clause 2 (The Facility).

“Facility Office” means the office or offices notified by a Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five (5) Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement.

“Finance Document” means this Agreement, any Security Document, any Master Repurchase Agreement (including any Confirmation, schedule and/or other document thereunder) and any other document designated as such by the Agent and the Company.

“Finance Party” means the Agent, a Repurchase Counterparty or a Lender.

“Financial Indebtedness” means any indebtedness for or in respect of:

moneys borrowed;

any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with GAAP, be treated as a finance or capital lease;

receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing;

any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and

(without double counting) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs a) to g) above (both inclusive).

“GAAP” means generally accepted accounting principles in Norway, including IFRS.

“Holding Company” means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary.

“IFRS” means international accounting standards within the meaning of the IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.

“Interest Period” means, in relation to a Revolving Loan, each period determined in accordance with Clause 11 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 10.3 (Default interest).

“Interpolated Screen Rate” means, in relation to LIBOR for any Utilisation, the rate which results from interpolating on a linear basis between:

the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period of that Loan; and

the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of that Loan,

each at or about 12:00 noon on the Quotation Day for the offering of deposits in the currency of that Utilisation and for a period equal in length to the Interest Period for that Utilisation.

“Lender” means:

an Original Lender; and

any bank, financial institution, trust, fund or other entity which has become a Party in accordance with Clause 24 (Changes to the Parties),

which in each case has not ceased to be a Lender in accordance with the terms of this Agreement.

“LIBOR” means in relation to any Utilisation:

the applicable Screen Rate;

(if no Screen Rate is available for the Interest Period of that Loan) the Interpolated Screen Rate for that Loan; or

if:

(i)

no Screen Rate is available for the currency of that Loan; or

(ii)

no Screen Rate is available for the Interest Period of that Loan and it is not possible to calculate an Interpolated Screen Rate for that Loan,

the Reference Bank Rate,

at or about, in case of paragraphs a) and b) above, 12:00 noon on the Quotation Day for the offering of deposits in the currency of that Utilisation and for a period equal in length to the Interest Period for that Utilisation.

“Majority Lenders” means:

if there are no Utilisation then outstanding, a Lender or Lenders whose Commitments aggregate more than 66²/3% of the Commitments (or, if the Commitments have been reduced to zero, aggregated more than 66²/3% of the Commitments immediately prior to the reduction); or

at any other time, a Lender or Lenders whose participations in the Utilisations then outstanding aggregate more than 66²/3% of all the Utilisations then outstanding.

“Margin” means: [*].

“Margin Ratio” has the meaning given to that term in each Master Repurchase Agreement.

“Market Value” has the meaning given to that term in each Master Repurchase Agreement.

“Master Repurchase Agreement” the 2000 version of the English law TBMA/ISMA Global Master Repurchase Agreement in the form set out in Schedule 6 (Form of Master Repurchase Agreement), including any Confirmations, schedules or other documents thereunder, to be entered into by the Company and each Repurchase Counterparty for the purpose of entering into Repurchase Transactions under the Facility.

“Material Adverse Effect” means a material adverse effect on:

the ability of the Company to perform its obligations under the Finance Documents; or

the validity or enforceability of, or the effectiveness or ranking of any Security granted or purporting to be granted pursuant to any of, the Finance Documents or the rights or remedies of any Finance Party under any of the Finance Documents.

“Norges Bank” means the Central Bank of Norway.

“Original Financial Statements” means the audited consolidated financial statements of the Company for the financial year ended 31 December 2012.

“Party” means a party to this Agreement.

“Pricing Rate” has the meaning given to that term in each Master Repurchase Agreement.

“Purchase Date” has the meaning given to that term in each Master Repurchase Agreement.

“Purchase Price” has the meaning given to that term in each Master Repurchase Agreement.

“Quotation Day” means, in relation to any period for which an interest rate is to be determined, two (2) Business Days before the first day of that period, unless market practice differs in the Relevant Interbank Market, in which case the Quotation Day will be determined by the Agent in accordance with market practice in the Relevant Interbank Market (and if quotations would normally be given by leading banks in the Relevant Interbank Market on more than one day, the Quotation Day will be the last of those days).

“Reference Bank Rate” means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request by the Reference Banks as the rate at which the Reference Banks could borrow funds in the London interbank market for the relevant period, were it to do so by asking for and then accepting interbank offers for deposits in reasonable market size in that currency and for that period.

“Reference Banks” means the principal offices of DNB Bank ASA, Nordea Bank Norge ASA and Danske Bank, Norwegian Branch and/or such other banks as may be appointed by the Agent in consultation with the Company.

“Relevant Interbank Market” means the London interbank market.

“Repeating Representations” means each of the representations set out in Clause 20 (Representations) (other than Clause 20.7 (No proceedings pending or threatened)).

“Repurchase Date” has the meaning given to that term in each Master Repurchase Agreement.

“Repurchase Price” has the meaning given to that term in each Master Repurchase Agreement.

“Repurchase Proportion” means, in relation to a Repurchase Counterparty and in respect of any Repurchase Transaction, the proportion (expressed as a percentage) borne by that Repurchase Counterparty or its Affiliates’ Available Commitment to the Available Facility immediately prior to the entering into of that Repurchase Transaction.

“Repurchase Transaction” has the meaning given to that term in each Master Repurchase Agreement.

“Revolving Loan” means a revolving loan made or to be made under the Facility or the principal amount outstanding for the time being of that loan.

“Revolving Loan Proportion” means, in relation to a Lender and in respect of any Revolving Loan, the proportion (expressed as a percentage) borne by that Lender’s Available Commitment to the Available Facility immediately prior to the Utilisation of that Revolving Loan, adjusted to reflect any assignment or transfer under this Agreement to or by that Lender.

“Revolving Loan Security” has the meaning given to that term in Clause 19.1 (Security definitions).

“Rollover Loan” means one or more Revolving Loans:

made or to be made on the same day that a maturing Revolving Loan is due to be repaid;

the aggregate amount of which is equal to or less than the maturing Revolving Loan; and

made or to be made for the purpose of refinancing a maturing Revolving Loan.

“Screen Rate” means the London interbank offered rate administered by the British Bankers Association (or any other person which takes over the administration of that rate) for the relevant currency and period displayed on pages LIBOR01 or LIBOR02 of the Reuters screen (or any replacement Reuters page which displays that rate) on the appropriate page of such other information service which publishes that rate from time to time in place of Reuters. If such page or service ceases to be available, the Agent may specify another page or service displaying the relevant rate after consultation with the Company.

“Securities” has the meaning given to that term in each Master Repurchase Agreement.

“Security” has the meaning given to that term in Clause 19.1 (Security definitions).

“Security Addressees” has the meaning given to that term in Clause 19.1 (Security definitions).

“Security Documents" has the meaning given to that term in Clause 19.1 (Security definitions).

“Security Market Value” has the meaning given to that term in Clause 19.1 (Security definitions).

“Security Ratio” has the meaning given to that term in Clause 19.1 (Security definitions).

“Subsidiary” means a subsidiary (No. datterselskap) within the meaning of Section 1-3 of the Companies Act.

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“Term” has the meaning given to that term in each Master Repurchase Agreement.

“Termination Date” means the date falling three hundred and sixty-four (364) days from the date of this Agreement.

“Total Commitments” means the aggregate of the Commitments, being USD 2,000,000,000 at the date of this Agreement

“Unpaid Sum” means any sum due and payable but unpaid by the Company under the Finance Documents.

“USD” means the lawful currency of the United States of America.

“Utilisation” means a Repurchase Transaction or a Revolving Loan.

“Utilisation Date” means the date of a Utilisation, being the date on which the relevant Repurchase Transaction is being entered into or the relevant Revolving Loan is to be made.

“Utilisation Request” means a request substantially in the relevant form set out in Schedule 3 (Requests).

“VAT” means value added tax as provided for in the Value Added Tax Act of 19 June 2009 no. 58 (No. merverdiavgiftsloven) and any other tax of a similar nature.

1.2

Construction

Unless a contrary indication appears, any reference in this Agreement to:

(i)

the “Agent”, any “Repurchase Counterparty”, any “Finance Party”, any “Lender” or any “Party” shall be construed so as to include its successors in title, permitted assigns and permitted transferees;

(ii)

“assets” includes present and future properties, revenues and rights of every description;

(iii)

a “Finance Document” or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, novated, supplemented, extended or restated;

(iv)

“indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(v)

a “person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality);

(vi)

a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

(vii)

a Utilisation made or to be made to the Company includes a Repurchase Transaction entered into by the Company;

(viii)

a provision of law is a reference to that provision as amended or re-enacted; and

(ix)

a time of day is a reference to Oslo time unless specified otherwise.

Section, Clause and Schedule headings are for ease of reference only.

Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

A Default and an Event of Default is “continuing” if it has not been remedied or waived.

An amount borrowed includes any amount utilised by way of Repurchase Transaction.

Amounts outstanding under this Agreement include amounts outstanding under or in respect of any Repurchase Transaction.

1.3

Master Repurchase Agreement

In case of any conflict between the provisions of this Agreement and a Master Repurchase Agreement entered into hereunder, the provisions of this Agreement shall prevail.

THE Facility

2.1

The Facility

Subject to the terms of this Agreement and the relevant Master Repurchase Agreement, the Lenders and the Repurchase Counterparties make available to the Company a committed liquidity facility in an aggregate amount equal to the Total Commitments, which may be utilised by the Company as follows:

by way of Revolving Loans with the Lenders; and

by way of entering into Repurchase Transactions with each Repurchase Counterparty.

2.2

Finance Parties’ rights and obligations

The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

The rights of each Finance Party under or in connection with the Finance Documents are, subject to provisions related to the Majority Lenders’ decisions as set out herein, separate and independent rights and any debt arising under the Finance Documents to a Finance Party from the Company shall be a separate and independent debt.

A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.

PURPOSE

3.1

Purpose

The Company shall apply all amounts utilised under this Facility as a back-stop liquidity facility.

3.2

Monitoring

No Finance Party is bound to monitor or verify the application of any amount utilised by the Company pursuant to this Agreement.

CONDITIONS OF UTILISATION

4.1

Initial conditions precedent

The Company may not deliver a Utilisation Request unless the Agent has received:

(i)

all of the documents and other evidence listed in Part I of Schedule 2 (Conditions precedent);

(ii)

in relation to any Revolving Loan, all of the documents and other evidence listed in Part II of Schedule 2 (Conditions precedent); and

(iii)

in relation to any Repurchase Transaction, all of the documents and other evidence listed in Part III of Schedule 2 (Conditions precedent),

each in a form and substance satisfactory to the Agent. The Agent shall notify the Company and the Lenders promptly upon being so satisfied.

In addition, the Company shall, as soon as possible and in any event no later than fifteen (15) Business Days (unless a shorter period has been agreed in writing with the Agent (acting on the instructions of the Lenders)) prior to the Company’s delivery of a Utilisation Request pursuant to paragraph a)(ii) above, provide to the Agent any and all finance documents relating to potential Eligible EFIN Loans which are proposed by the Company to become subject to Revolving Loan Security, so that the Agent and its advisors have sufficient time to undertake and perform necessary investigation and analysis of such documents.

4.2

Further conditions precedent

The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) if on the date of the Utilisation Request and on the proposed Utilisation Date:

in relation to any Revolving Loan, evidence satisfactory to the Lenders that the Security Ratio is equal to or higher than one hundred and ten per cent. (110.00%) on and immediately after the proposed Utilisation Date;

in relation to any Repurchase Transaction, evidence satisfactory to the Repurchase Counterparties that the Margin Ratio is equal to or higher than one hundred and ten per cent. (110.00%) on and immediately after the proposed Utilisation Date; and

in the case of a Rollover Loan, no Event of Default is continuing or would result from the proposed Revolving Loan and, in the case of any other Utilisation, no Default is continuing or would result from the proposed Utilisation.

4.3

Maximum number of Utilisations

The Company may not deliver a Utilisation Request if as a result of the proposed Utilisation more than five (5) Revolving Loans would be outstanding.

The Company may not request that a Repurchase Transaction be entered into if, as a result of the proposed Utilisation, more than five (5) Repurchase Transactions with each Repurchase Counterparty would be outstanding.

UTILISATION – revolving loans

5.1

Delivery of a Utilisation Request

The Company may utilise the Facility by way of Revolving Loans by delivery to the Agent of a duly completed Utilisation Request not later than 10:00 hours three (3) Business Days prior to the proposed Utilisation Date.

5.2

Completion of a Utilisation Request

Each Utilisation Request for a Revolving Loan is irrevocable and will not be regarded as having been duly completed unless:

(i)

it specifies it is for a Revolving Loan;

(ii)

the proposed Utilisation Date is a Business Day within the Availability Period;

(iii)

the currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount); and

(iv)

the proposed Interest Period complies with Clause 11 (Interest Periods).

Only one (1) Revolving Loan may be requested in each Utilisation Request.

5.3

Currency and amount

The currency specified in a Utilisation Request must be in USD.

The amount of the proposed Revolving Loan must be a minimum of USD 50,000,000 or, if less, the Available Facility.

5.4

Lenders’ participation

If the conditions set out in this Agreement have been met, each Lender shall make its participation in each Revolving Loan available by the Utilisation Date through its Facility Office.

The amount of each Lender’s participation in each Revolving Loan will be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to making the Revolving Loan.

5.5

Cancellation of Commitment

The Commitments which, at that time, are unutilised shall be automatically cancelled at the end of the Availability Period.

Utilisation – Repurchase transactions

6.1

Delivery of a Utilisation Request for Repurchase Transactions

The Company may request a Repurchase Transaction to be entered into by delivery to the Agent of a duly completed Utilisation Request not later than 10:00 hours five (5) Business Days prior to the proposed Purchase Date.

6.2

Completion of a Utilisation Request for Repurchase Transactions

Each Utilisation Request for a Repurchase Transaction is irrevocable and will not be regarded as having been duly completed unless:

it specifies that it is for a Repurchase Transaction;

the proposed Utilisation Date is a Business Day within the Availability Period;

the currency and amount of the Utilisation comply with Clause 6.3 (Currency and amount – Repurchase Transactions);

the Term is thirty (30) days or less and does not end on a date falling after the Termination Date;

it contains a list of all Eligible Securities held by the Company which are available for a Repurchase Transaction.

6.3

Currency and amount – Repurchase Transactions

The currency of a Repurchase Transaction specified in a Utilisation Request must be in USD.

The aggregate utilisation amount requested by the Company in a Utilisation Request for a Repurchase Transaction must be a minimum of USD 50,000,000 (and integral multiples of USD 10,000,000) or, if less, the Available Commitment.

6.4

Repurchase Counterparties’ participation

If the conditions set out in this Agreement and each Master Repurchase Agreement have been met, each Repurchase Counterparty shall, based on the Agent’s notification set out in paragraph c) below, enter into a Repurchase Transaction with the Company equal to its Repurchase Proportion on the Utilisation Date.

Promptly upon receipt of a Utilisation Request, the Agent shall distribute to the Repurchase Counterparties a copy of the list of Eligible Securities delivered by the Company to the Agent pursuant to paragraph e) of Clause 6.2 (Completion of a Utilisation Request for Repurchase Transactions), whereafter the Agent shall (unless otherwise directed by the Repurchase Counterparties in accordance with sub-paragraph (ii)(C) below) decide which Eligible Securities that shall be subject to Repurchase Transactions and the Agent shall also, based on the Repurchase Proportions:

(i)

determine the quantity and type of Eligible Securities that shall be the subject of a Repurchase Transaction between the Company and each Repurchase Counterparty;

(ii)

calculate the Purchase Price and Repurchase Price (acting in good faith and in accordance with its customary procedures, and using recognised independent pricing services) under each Repurchase Transaction to be entered into with the Company and each Repurchase Counterparty,

so that:

(A)

the Margin Ratio for each Repurchase Counterparty (taking the proposed Utilisation into account) will be equal to or higher than one hundred and ten per cent. (110.00%);

(B)

the Margin Ratio for all Repurchase Counterparties will, to the extent practicably possible, be matching; and

(C)

unless otherwise agreed by and between the Repurchase Counterparties in relation to all Eligible Securities subject to Repurchase Transactions, the quantity and type of Eligible Securities will, to the extent practicably possible, be equally distributed between the Repurchase Counterparties and in accordance with their Repurchase Proportion.

Following its decisions and calculations set out in paragraph b) above, the Agent shall no later than 10:00 hours three (3) Business Days prior to the proposed Purchase Date, instruct each Repurchase Counterparty (with a copy to the Company) that it shall enter into a Repurchase Transaction with the Company, specifying:

(i)

the specific quantity and type of Eligible Securities which shall be the subject of a Repurchase Transaction between the Company and that Repurchase Counterparty;

(ii)

the Purchase Price under that Repurchase Transaction; and

(iii)

all other terms and conditions set out in the Utilisation Request received by the Agent,

and each Repurchase Counterparty will then enter into such Repurchase Transaction.

Subject to Clause 4.1 (Initial conditions precedent), each Repurchase Counterparty will only be obliged to comply with paragraph c) above, if on the date of the Utilisation Request and on the proposed Utilisation Date:

(i)

in the case of a new Repurchase Transaction no Default is continuing or would result from the proposed Utilisation and in respect of a Repurchase Transaction already outstanding which is to be renewed or extended, no Event of Default is outstanding; and

(ii)

no “Tax Event” (as defined in each Master Repurchase Agreement) would occur as a result from the proposed Utilisation.

Repurchase transactions

7.1

Eligible Securities

The Company may only enter into Repurchase Transactions if the underlying Securities constitute Eligible Securities.

If, on any date, any Securities purchased under a Repurchase Transaction made under any Master Repurchase Agreement cease to be Eligible Securities (“Non-Eligible Securities”), the Company shall substitute such Non-Eligible Securities for other Eligible Securities. Any such substitution shall be effected in accordance with the provisions of paragraph 8 (Substitution) of the relevant Master Repurchase Agreement.

7.2

Term and Repurchase Date

The Term of any Repurchase Transaction may not exceed thirty (30) days, and the Repurchase Date may not fall on a date after the Termination Date.

7.3

Pricing Rate

The Pricing Rate on each Repurchase Transaction is the percentage rate per annum which is the aggregate of:

the applicable Margin; and

LIBOR.

7.4

Margin Ratio and margin maintenance

All Repurchase Transactions shall have a Margin Ratio equal to or higher than one hundred and ten per cent. (110.00%).

Margin maintenance shall take place in accordance with paragraph 4 (Margin Maintenance) of each Master Repurchase Agreement.

7.5

Changes to the calculation of Margin Ratio etc

If a Repurchase Counterparty determines in good faith, that it is unable to obtain funding of its participation in a Utilisation in respect of a Repurchase Transaction at:

a reference/repo rate equal to or lower than LIBOR, then the Pricing Rate as set out in Clause 7.3 (Pricing Rate) for that Repurchase Transaction shall be the aggregate of the (i) reference/repo rate at which that Repurchase Counterparty is able to fund its participation, and (ii) the applicable Margin; and/or

a margin ratio of the relevant Eligible Securities applicable to such Repurchase Transaction equal to or lower than the requirements set out in Clause 7.4 (Margin Ratio and Margin maintenance) above, then the Margin Ratio for that Repurchase Transaction shall be equal to the terms and conditions of which the relevant Repurchase Counterparty is able to fund its participation.

The Repurchase Counterparty shall notify the other Repurchase Counterparties of such changes to the calculation.

REPAYMENT

8.1

Repayment of Revolving Loans

Each Revolving Loan shall be repaid on the last day of its Interest Period.

Without prejudice to the Company’s obligation under paragraph a) above, if one or more Revolving Loans are to be made available to the Company:

(i)

on the same day that a maturing Revolving Loan is due to be repaid;

(ii)

in whole or in part for the purpose of refinancing the maturing Revolving Loan;

the aggregate amount of the new Revolving Loans shall be treated as if applied in or towards repayment of the maturing Revolving Loan so that:

(A)

if the amount of the maturing Revolving Loan exceeds the aggregate amount of the new Revolving Loans:

(1)

the Company will only be required to pay an amount equal to that excess; and

(2)

each Lender’s participation (if any) in the new Revolving Loans shall be treated as having been made available and applied by the Company in or towards repayment of that Lender’s participation (if any) in the maturing Revolving Loan and that Lender will not be required to make its participation in the Revolving Loan available in cash; and

(B)

if the amount of the maturing Revolving Loan is equal to or less than the aggregate amount of the Revolving Loan:

(1)

the Company will not be required to make any payment in cash; and

(2)

each Lender will be required to make its participation in the Revolving Loan available in cash only to the extent that its participation (if any) in the new Revolving Loan exceeds that Lender’s participation (if any) in the maturing Revolving Loan and the remainder of that Lender’s participation in the new Revolving Loans shall be treated as having been made available and applied by the Company in or towards repayment of that Lender’s participation in the maturing Revolving Loan.

PREPAYMENT AND CANCELLATION

9.1

Illegality

If it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Revolving Loan:

that Lender shall promptly notify the Agent upon becoming aware of that event;

upon the Agent notifying the Company, the Commitment of that Lender will be immediately cancelled; and

the Company shall repay that Lender’s participation in the Revolving Loans made to that Company on the last day of the Interest Period for each Revolving Loan occurring after the Agent has notified the Company or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law).

9.2

Security Ratio – mandatory prepayment of Revolving Loans

If the Security Ratio:

at any time is lower than one hundred and ten per cent. (110%); and

has not been remedied in accordance with paragraph a) of Clause 19.2 (Security Ratio),

then the Company shall promptly repay Revolving Loans in an aggregate amount so that the Security Ratio will be equal to or higher than one hundred and ten per cent. (110%) following such repayment.

9.3

Voluntary cancellation

The Company may, if it gives the Agent not less than five (5) Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any part (being a minimum amount of USD 50,000,000) of an Available Facility. Any cancellation under this Clause 9.3 shall reduce the Commitments of the Lenders rateably under that Facility.

9.4

Voluntary prepayment of Revolving Loans

The Company may, if it gives the Agent not less than five (5) Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, prepay the whole or any part of a Revolving Loan (but if in part, by a minimum amount of USD 50,000,000).

9.5

Restrictions

Any notice of cancellation or prepayment given by any Party under this Clause 9 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty.

Unless a contrary indication appears in this Agreement, any part of the Facility which is prepaid may be reborrowed in accordance with the terms of this Agreement.

The Company shall not repay or prepay all or any part of the Revolving Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.

No amount of the Commitments cancelled under this Agreement may be subsequently reinstated.

If the Agent receives a notice under this Clause 9 it shall promptly forward a copy of that notice to either the Company or the affected Lender, as appropriate.

INTEREST

10.1

Calculation of interest

The rate of interest on each Revolving Loan is the percentage rate per annum which is the aggregate of:

(i)

the applicable Margin; and

(ii)

LIBOR.

Effective interest pursuant to Section 46 of the FA Act has been calculated by the Agent as set out in a separate notice from the Agent to the Company.

10.2

Payment of interest

The Company shall pay accrued interest on Revolving Loans on the last day of each Interest Period (and, if the Interest Period is longer than six (6) months, on the dates falling at six-monthly intervals after the first day of the Interest Period).

10.3

Default interest

If the Company fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph b) below, is two per cent. (2%) higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Revolving Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Agent (acting reasonably). Any interest accruing under this Clause 10.3 shall be immediately payable by the Company on demand by the Agent.

10.4

Notification of rates of interest

The Agent shall promptly notify the Lenders and the Company of the determination of a rate of interest under this Agreement.

INTEREST PERIODS

11.1

Selection of Interest Periods

The Company may select an Interest Period for a Revolving Loan in the Utilisation Request for that Revolving Loan.

Subject to this Clause 11, the Company may select an Interest Period of one (1), three (3) or six (6) months or any other period agreed between the Company and the Agent (acting on the instructions of all the Lenders), provided, however, that the Company may not choose more than four (4) one-month Interest Periods in any calendar year.

An Interest Period for a Revolving Loan shall not extend beyond the Termination Date.

A Revolving Loan has one (1) Interest Period only.

11.2

Non-Business Days

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

CHANGES TO THE CALCULATION OF INTEREST

12.1

Absence of quotations

Subject to Clause 12.2 (Market disruption), if LIBOR is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation by 11:00 hours on the Quotation Day, the applicable LIBOR shall be determined on the basis of the quotations of the remaining Reference Banks.

12.2

Market disruption

If a Market Disruption Event occurs in relation to a Utilisation for any Interest Period, then the rate of interest on the affected Finance Party’s share of that Utilisation shall be the percentage rate per annum which is the sum of:

(i)

the Margin; and

(ii)

the rate notified to the Agent by that Finance Party as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to that Finance Party of funding its participation in that Utilisation from whatever source it may reasonably select.

In this Agreement, “Market Disruption Event” means:

(i)

at or about noon on the Quotation Day LIBOR is to be determined by reference to the Reference Banks and none or only one of the Reference Banks supplies a rate to the Agent to determine LIBOR; or

(ii)

before close of business in London on the Quotation Day for the relevant Interest Period, the Agent receives notifications from a Finance Party (whose participations in a Utilisation exceed fifty per cent. (50.00%), of that Utilisation) that the cost to it of obtaining matching deposits in the Relevant Interbank Market would be in excess of LIBOR.

The Agent shall (on behalf of the other Finance Parties) notify the Company as soon as reasonably possible after becoming aware of a Market Disruption Event.

12.3

Alternative basis of interest or funding

If a Market Disruption Event occurs and the Agent or the Company so requires, the Agent and the Company shall enter into negotiations (for a period of not more than thirty (30) days) with a view to agreeing a substitute basis for determining the rate of interest.

Any alternative basis agreed pursuant to paragraph a) above shall, with the prior consent of all the Lenders and the Company, be binding on all Parties.

12.4

Break Costs

The Company shall, within three (3) Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of a Utilisation or Unpaid Sum being paid by the Company on a day other than the last day of an Interest Period or for that Loan or Unpaid Sum.

Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue.

FEES

13.1

Commitment fee

[*].

The accrued commitment fee is payable on the last day of each successive period of three (3) months which ends during the relevant Availability Period, on the last day of the Availability Period and, if cancelled in full, on the cancelled amount of the relevant Lender’s Commitment at the time the cancellation is effective.

13.2

Arrangement fee

[*].

13.3

Agency fee

[*].

TAX GROSS UP AND INDEMNITIES

14.1

Definitions

In this Clause 14:

“Tax Credit” means a credit against, relief or remission for, or repayment of any Tax.

“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document.

“Tax Payment” means either the increase in a payment made by the Company to a Finance Party under Clause 14.2 (Tax gross-up) or a payment under Clause 14.3 (Tax indemnity).

Unless a contrary indication appears, in this Clause 14 a reference to “determines” or “determined” means a determination made in the absolute discretion of the person making the determination.

14.2

Tax gross-up

The Company shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.

The Company must, promptly upon becoming aware that the Company must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction), notify the Agent accordingly. Similarly, a Lender shall notify the Agent on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender, it must notify the Company.

If a Tax Deduction is required by law to be made by the Company, the amount of the payment due from the Company will be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

If the Company is required to make a Tax Deduction, it must make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Company must deliver to the Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

A Lender and the Company which makes a payment to which that Lender is entitled shall co-operate in completing any procedural formalities necessary for the Company to obtain authorisation to make that payment without a Tax Deduction.

14.3

Tax indemnity

The Company must (within three (3) Business Days of demand by the Agent) pay to a Finance Party an amount equal to the loss, liability or cost which that Finance Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Finance Party in respect of a Finance Document.

Paragraph a) above shall not apply:

(i)

with respect to any Tax assessed on a Finance Party;

(A)

under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or

(B)

under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction,

if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or

(ii)

to the extent a loss, liability or cost:

(A)

is compensated for by any increased payment under Clause 14.2 (Tax gross-up); or

(B)

would have been compensated for by an increased payment under Clause 14.2 (Tax gross-up) but was not so compensated solely because the exclusions in paragraph d) of Clause 14.2 (Tax gross-up) applied.

A Finance Party making, or intending to make, a claim under paragraph a) above must promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent must notify the Company.

A Finance Party shall, on receiving a payment from the Company under this Clause 14, notify the Agent.

14.4

Tax Credit

If the Company makes a Tax Payment and the relevant Finance Party determines that:

(i)

a Tax Credit is attributable either to an increased payment of which that Tax Payment forms part, or to that Tax Payment; and

(ii)

that Finance Party has obtained, utilised and retained a Tax Credit,

then that Finance Party must pay an amount to the Company which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Company.

14.5

Stamp taxes

The Company shall pay and, within three (3) Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.

14.6

VAT

All amounts set out, or expressed in a Finance Document to be payable by any Party under a Finance Document to a Finance Party which (in whole or in part) constitute the consideration for any supply or supplies for VAT purposes are deemed to be exclusive of any VAT which is or becomes chargeable on such supply or supplies, and accordingly, subject to paragraph b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and the Finance Party is required to account for the VAT, that Party must pay to the Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party).

Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any costs or expenses, that Party shall also at the same time reimburse or indemnify (as the case may be) that Finance Party against all VAT incurred by the Finance Party in respect of the costs or expenses to the extent that the Finance Party reasonably determines that neither it nor any other member of any group of which it is a member for VAT purposes is entitled to credit or repayment from the relevant tax authority in respect of the VAT.

INCREASED COSTS

15.1

Increased costs

Subject to Clause 15.3 (Exceptions) the Company shall, within three (3) Business Days of a demand by the Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of:

(i)

the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation; or

(ii)

compliance with any law or regulation made after the date of this Agreement.

In this Agreement:

“Increased Costs” means:

(i)

a reduction in the rate of return from the Facility or on a Finance Party’s (or its Affiliate’s) overall capital;

(ii)

an additional or increased cost; or

(iii)

a reduction of any amount due and payable under any Finance Document,

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or funding or performing its obligations under any Finance Document.

15.2

Increased cost claims

A Finance Party intending to make a claim pursuant to Clause 15 (Increased costs) shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Company.

Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a certificate confirming the amount of its Increased Costs.

15.3

Exceptions

Clause 15 (Increased costs) does not apply to the extent any Increased Cost is:

attributable to a deduction or withholding for or on account of Tax from a payment under a Finance Document required by law to be made by the Company;

compensated for by Clause 14.2 (Tax gross-up) or Clause 14.2 (Tax indemnity); or

attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation.

OTHER INDEMNITIES

16.1

Currency indemnity

If any sum due from the Company under the Finance Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of:

(i)

making or filing a claim or proof against the Company;

(ii)

obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

the Company shall as an independent obligation, within three (3) Business Days of demand, indemnify each Finance Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

The Company waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

16.2

Other indemnities

The Company shall, within three (3) Business Days of demand, indemnify each Finance Party against any cost, loss or liability incurred by that Finance Party as a result of:

the occurrence of any Event of Default;

a failure by the Company to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 27 (Sharing among the Finance Parties);

funding, or making arrangements to fund, its participation in a Utilisation requested by the Company in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone);

a Revolving Loan (or part of a Revolving Loan) not being prepaid in accordance with a notice of prepayment given by the Company.

16.3

Indemnity to the Agent

The Company shall promptly indemnify the Agent against any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:

investigating any event which it reasonably believes is a Default; or

acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.

MITIGATION BY THE LENDERS

17.1

Mitigation

Each Finance Party shall, in consultation with the Company, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 9.1 (Illegality), Clause 14 (Tax gross-up and indemnities) or Clause 15 (Increased costs) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

Paragraph a) above does not in any way limit the obligations of the Company under the Finance Documents.

17.2

Limitation of liability

The Company shall indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 17.1 (Mitigation).

A Finance Party is not obliged to take any steps under Clause 17.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

COSTS AND EXPENSES

18.1

Transaction expenses

The Company shall promptly on demand pay the Agent and the Original Lenders the amount of all costs and expenses (including legal fees) reasonably incurred by any of them in connection with the negotiation, preparation, printing and execution of:

this Agreement and any other documents referred to in this Agreement; and

any other Finance Documents executed after the date of this Agreement.

18.2

Amendment costs

If the Company requests an amendment, waiver or consent, the Company shall, within three (3) Business Days of demand, reimburse the Agent for the amount of all costs and expenses (including legal fees) reasonably incurred by the Agent in responding to, evaluating, negotiating or complying with that request or requirement.

18.3

Enforcement costs

The Company shall, within three (3) Business Days of demand, pay to each Finance Party the amount of all costs and expenses (including legal fees) incurred by that Finance Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document.

Security

19.1

Security definitions

In this Agreement:

“Agreed Security Documents” means the security documents in the agreed form as set out in Schedule 5 (Form of Security Documents).

“Bank Guaranteed Loan” means any loan provided by the Company, where all the obligations and liabilities of the relevant borrower(s) are guaranteed by an Original Lender or any of its Affiliates.

“Eligible EFIN Debtor” means a borrower and/or a guarantor under any Eligible EFIN Loans.

“Eligible EFIN Loans” means any:

Bank Guaranteed Loans;

GIEK/Bank Guaranteed Loans;

GIEK Guaranteed Loans;

Municipality Loans; and/or

Savings Bank Loans,

which may be subject to Revolving Loan Security under this Agreement, provided that, in each case:

(i)

the Lenders have given their prior written consent;

(ii)

the loan has a maturity date falling after the Termination Date; and

(iii)

there are no assignment restrictions under that loan in respect of the Eligible EFIN Debtors (or such assignment has been accepted by the relevant parties).

“GIEK” means Garanti-Instituttet for eksportkreditt, company registration number 974 760 908.

“GIEK Guaranteed Loan” means any loan provided by the Company, where all the obligations and liabilities of the relevant borrower(s) are guaranteed by GIEK.

“GIEK/Bank Guaranteed Loans” means a loan provided by the Company, where all the obligations and liabilities of the relevant borrower(s) together are guaranteed by GIEK and one or more Original Lender(s) (or any of its/their Affiliates).

“Municipality Loan” means any loan provided by the Company to Norwegian municipalities and which are not on the ROBEK list (No. Register om betinget godkjenning og kontroll).

“Revolving Loan Security” means any Security created or expressed to be created in favour of the Agent (on behalf of the Lenders) pursuant to the Security Documents.

“Savings Banks Loan” means any loan provided by the Company to Norwegian savings bank (No. sparebanker).

“Security” means a mortgage, charge, pledge, lien, assignment or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

“Security Addressees” the Eligible EFIN Debtors and other addressees in respect of notices or similar documents under the Security Documents.

“Security Documents" means all the security documents, including notices to the Security Addressees, entered into by the Company as security provider and the Agent as security holder or agent on behalf of the Lenders based on the Agreed Security Documents creating or expressed to create Security over all or any part of the Company’s assets.

“Security Ratio” means, from time to time, the aggregate of:

the principal amount of all monetary claims (which shall be converted into USD at the Agent’s Spot Rate of Exchange) under all Eligible EFIN Loans subject to Security under the Security Documents, less any scheduled repayments (which shall be converted into USD at the Agent’s spot Rate Of Exchange) to be made under each Eligible EFIN Loan prior to the Termination date; and

any amount deposited in the Deposit Account (which shall be converted into USD at the Agent’s Spot Rate of Exchange),

measured as a percentage of all Utilisations outstanding in respect of Revolving Loans.

19.2

Security

The Company shall ensure that the Security Ratio at all times is equal to or higher than one hundred and ten per cent. (110.00%), and if the Security Ratio falls below the said threshold, the Company shall promptly and no later than within ten (10) days ensure that (i) additional Revolving Loan Security is provided or (ii) additional amounts are deposited on the Deposit Account, so that the Security Ratio will be equal to or higher than one hundred and ten per cent. (110%) following delivery of such additional Revolving Loan Security or deposit.

To the extent required to ensure compliance with the requirements as to Security Ratio in paragraph a) above, all the obligations and liabilities of the Company under the Finance Documents in respect of Revolving Loans shall at all times until all amounts due to the Finance Parties under the Finance Documents have been paid and/or repaid in full be secured by:

(i)

Bank Guaranteed Loans;

(ii)

GIEK/Bank Guaranteed Loans;

(iii)

GIEK Guaranteed Loans;

(iv)

Municipality Loans;

(v)

any amount deposited on the Deposit Account; and

(vi)

to the extent accepted by Agent from time to time (acting on the instructions of the Lenders), Savings Banks Loans.

Subject to and in accordance with the Agreed Security Documents, the Company shall promptly do all such acts and execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Agent may reasonably specify (and in such form as the Agent may reasonably require):

(i)

to perfect the Security created or intended to be created under or evidenced by the Security Documents or for the exercise of any rights, powers and remedies of the Agent provided by or pursuant to the Finance Documents or by law; and

(ii)

to facilitate the realisation of the assets which are, or are intended to be, the subject of the Security.

The Company shall take all such action as is available to it (including making all filings and registrations) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any Security conferred or intended to be conferred on the Agent pursuant to the Finance Documents.

19.3

Prepayments under the Eligible EFIN Loans

The Company shall ensure that any prepayments made under any Eligible EFIN Loan subject to Revolving Loan Security be paid and deposited in the Deposit Account, provided, however, that amounts deposited on the Deposit Account exceeding an amount necessary to comply with Clause 19.2 (Security) shall be released to the Company.

REPRESENTATIONS

20.1

General

The Company makes the representations and warranties set out in this Clause 20 and clause 9 (Representations) of each Master Repurchase Agreement to each Finance Party.

20.2

Status

It is a public limited liability company (No. allmennaksjeselskap) under the Companies Act and a financial institution (No. finansinstitusjon) under the FAF Act, duly incorporated and validly existing under the law of its Norway.

20.3

Binding obligations

The obligations expressed to be assumed by it under the Finance Documents are legal, valid, binding and enforceable obligations; and

(without limiting the generality of paragraph a) above), each Security Document creates the security interests which that Security Document purports to create and those security interests are valid and effective.

20.4

Non-conflict with other obligations

The entry into and performance by it of, and the transactions contemplated by, the Finance Documents and the granting of the Revolving Loan Security pursuant to the Agreed Security Documents do not and will not conflict with:

any law or regulation applicable to it;

its constitutional documents; or

any agreement or instrument binding upon it or constitute a default or termination event (however described) under any such agreement or instrument.

20.5

Power and authority

It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Finance Documents to which it is or will be a party and the transactions contemplated by those Finance Documents.

No limit on its powers will be exceeded as a result of the borrowing, grant of security or giving of guarantees or indemnities contemplated by the Finance Documents.

20.6

Pari passu ranking

Its payment obligations under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

20.7

No proceedings pending or threatened

Save for what has been disclosed by the Company to the Original Lenders prior to the date of this Agreement, no litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency which, if adversely determined, are reasonably likely to have a Material Adverse Effect have (to the best of its knowledge and belief (having made due and careful enquiries)) been started or threatened against it.

20.8

Security

No Security exists over any of the present or future assets of the Company securing the obligations of the Company under the Finance Documents.

20.9

Ranking

The Revolving Loan Security has or will have the ranking in priority which it is expressed to have in the Security Documents, i.e. first ranking priority, and it is not subject to any prior ranking or pari passu ranking Security.

20.10

Negative pledge provisions

The entry into and performance of the transactions contemplated by any Finance Document does not and will not breach any negative pledge, non-disposal covenant or other restriction imposed on the Company.

The entry into and performance of the transactions contemplated by each Master Repurchase Agreement do not and will not constitute the creation of Security under any agreement, document or provision which is binding upon the Company.

20.11

Times when representations made

All the representations and warranties in this Clause 20 and clause 9 of each Master Repurchase Agreement are made by the Company on the date of this Agreement and the relevant Master Repurchase Agreement.

The Repeating Representations and the repeating representations under each Master Repurchase Agreement are deemed to be made by the Company on the date of each Utilisation Request, on each Utilisation Date, on the first day of each Interest Period, on each Purchase Date, on each Repurchase Date and on each date of the Security Documents.

Each representation or warranty deemed to be made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made.

INFORMATION UNDERTAKINGS

The undertakings in this Clause 21 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

21.1

Financial statements

The Company shall supply to the Agent in sufficient copies for all the Lenders:

(i)

as soon as the same become available, but in any event within one hundred and twenty (120) days after the end of each of its financial years, its audited financial statements for that financial year; and

(ii)

as soon as the same become available after the end of each consecutive three (3) month period ending on an Accounting Date, but in any event within sixty (60) days after the end of such period, its audited (or, to the extent audited accounts are not produced, unaudited) financial statements for that three (3) month period.

The Company may satisfy its obligation under this Clause 21.1 to deliver its financial statements by posting this information into the electronic website of the Company.

21.2

Compliance Certificate

The Company shall supply to the Agent, with each set of financial statements delivered pursuant to paragraph a) or b) of Clause 21.1 (Financial statements), a Compliance Certificate setting out (in reasonable detail) computations as to compliance with Clause 19 (Security) as at the date as at which those financial statements were drawn up.

Each Compliance Certificate shall be signed by the CEO or the CFO of the Company.

21.3

Requirements as to financial statements

Each set of financial statements delivered by the Company pursuant to Clause 21.1 (Financial statements) shall be certified by a CEO or CFO of Company as fairly representing its financial condition as at the date as at which those financial statements were drawn up.

The Company shall procure that each set of financial statements delivered pursuant to Clause 20.1 (Financial statements) is prepared using GAAP.

21.4

Information: miscellaneous

The Company shall supply to the Agent (in sufficient copies for all the Lenders, if the Agent so requests):

promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against the Company, and which might, if adversely determined, have a Material Adverse Effect; and

promptly, such further information regarding the financial condition, business and operations of the Company as any Finance Party (through the Agent) may reasonably request.

21.5

Notification of default

The Company shall notify the Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence.

Promptly upon a request by the Agent, the Company shall supply to the Agent a certificate signed by two (2) of its directors or senior officers on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).

GENERAL UNDERTAKINGS

The undertakings in this Clause 22 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

22.1

Authorisations

The Company shall promptly:

obtain, comply with and do all that is necessary to maintain in full force and effect; and

supply certified copies to the Agent of,

any Authorisation required under any law or regulation of its jurisdiction of incorporation to enable it to perform its obligations under the Finance Documents and to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of any Finance Document.

22.2

Compliance with laws

The Company shall comply in all respects with all laws to which it may be subject, if failure so to comply would materially impair its ability to perform its obligations under the Finance Documents.

22.3

Negative pledge

The Company shall not create or permit to subsist any Security over any Revolving Loan Security other than as created or permitted under the Finance Documents.

22.4

Disposals

The Company shall not enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any Eligible EFIN Loans subject to Revolving Loan Security unless otherwise permitted by this Agreement.

22.5

Merger

The Company shall not enter into any amalgamation, demerger, merger or corporate reconstruction which may have a Material Adverse Effect.

22.6

Change of business

The Company shall procure that no substantial change is made to the general nature of the business of the Company from that carried on at the date of this Agreement if such change may have a Material Adverse Effect.

EVENTS OF DEFAULT

Each of the events or circumstances set out in this Clause 23 is an Event of Default (save for Clause 23.10 (Acceleration)).

23.1

Non-payment

The Company does not pay on the due date any amount payable pursuant to a Finance Document at the place and in the currency in which it is expressed to be payable unless:

its failure to pay is caused by:

(i)

administrative or technical error; or

(ii)

a Disruption Event; and

payment is made within five (5) Business Days of its due date.

23.2

Other obligations

The Company does not comply with any provision of the Finance Documents (other than those referred to in Clause 23.1 (Non-payment)).

No Event of Default under paragraph a) above will occur if the failure to comply is capable of remedy and is remedied within fifteen (15) Business Days of the earlier of (x) the Agent giving notice to the Company or (y) the Company becoming aware of the failure to comply.

23.3

Misrepresentation

Any representation or statement made or deemed to be made by the Company in the Finance Documents or any other document delivered by or on behalf of the Company under or in connection with any Finance Document is or proves to have been incorrect or misleading in any material respect when made or deemed to be made.

23.4

Cross default

Any Financial Indebtedness of the Company is not paid when due nor within any originally applicable grace period.

Any Financial Indebtedness of the Company is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

Any commitment for any Financial Indebtedness of the Company is cancelled or suspended by a creditor of the Company as a result of an event of default (however described).

Any creditor of the Company becomes entitled to declare any Financial Indebtedness of the Company due and payable prior to its specified maturity date as a result of an event of default (however described).

No Event of Default will occur under this Clause 23.4 if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within paragraphs a) to d) above is less than USD 10,000,000 (or its equivalent in any other currency or currencies).

23.5

Insolvency

The Company is, or for the purpose of applicable law is deemed to be, unable to pay its debts as they fall due or becomes insolvent or admits inability or intention not to pay its debts as they fall due.

The Company suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with its creditors with a view to rescheduling any of its indebtedness.

A moratorium is declared in respect of any indebtedness of the Company.

23.6

Insolvency proceedings

Any corporate action, legal proceedings or other procedure or step is taken in relation to:

the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of the Company;

a composition, compromise, assignment or arrangement with any creditor of the Company;

the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of the Company or any of its assets; or

enforcement of any Security over any assets of the Company,

or any analogous procedure or step is taken in any jurisdiction.

23.7

Unlawfulness

It is or becomes unlawful for the Company to perform any of its obligations under the Finance Documents.

23.8

Licence under the FAF Act

The Company loses its licence to operate as a financial institution under the FAF Act.

23.9

Breach of Master Repurchase Agreement

Any Event of Default (as defined in each Master Repurchase Agreement) caused by the Company under a Master Repurchase Agreement occurs.

23.10

Acceleration

On and at any time after the occurrence of an Event of Default which is continuing the Agent may, and shall if so directed by the Majority Lenders, by notice to the Company:

cancel the Commitments whereupon they shall immediately be cancelled;

declare that all or part of the Utilisations, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, whereupon they shall become immediately due and payable; and/or

declare that all or part of the Utilisations be payable on demand, whereupon they shall immediately become payable on demand by the Agent on the instructions of the Majority Lenders.

CHANGES TO THE PARTIES

24.1

Assignment or transfer by Lenders

Subject to all Lenders’ consent and the consent of the Company (such approval not to be unreasonably withheld or delayed), a Lender may assign or transfer any of its rights and obligations to another bank or financial institution which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets.

24.2

No assignment by Company

The Company may not assign or transfer any of its rights or obligations under the Finance Documents.

ROLE OF THE AGENT

The provisions set out in this Clause 25 are not applicable to any of the Master Repurchase Agreements.

25.1

Appointment of the Agent

Each other Finance Party appoints the Agent to act as its agent under and in connection with the Finance Documents.

Each other Finance Party authorises the Agent to execute and enforce each Finance Document to be executed and/or enforced by the Agent on its behalf.

Each other Finance Party authorises the Agent to exercise the rights, powers, authorities and discretions specifically given to the Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.

25.2

Duties of the Agent

The Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.

Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the Finance Parties.

If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent) under this Agreement it shall promptly notify the other Finance Parties.

The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature.

25.3

No fiduciary duties

Nothing in this Agreement constitutes the Agent as a trustee or fiduciary of any other person.

The Agent shall not be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account.

25.4

Business with the Company

The Agent may accept deposits from, lend money to and generally engage in any kind of banking or other business with the Company.

25.5

Rights and discretions of the Agent

The Agent may rely on:

(i)

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

(ii)

any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.

The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:

(i)

no Default has occurred (unless it has actual knowledge of a Default arising under Clause 23.1 (Non-payment)); and

(ii)

any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised.

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

The Agent may act in relation to the Finance Documents through its personnel and agents.

The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.

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

25.6

Majority Lenders’ instructions

Unless a contrary indication appears in a Finance Document, the Agent shall (i) exercise any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Agent) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Lenders.

Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the Finance Parties.

The Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions.

In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.

The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document.

25.7

Responsibility for documentation

The Agent is not responsible for:

the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Agent, the Company or any other person given in or in connection with any Finance Document or the Information Memorandum; or

the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of or in connection with any Finance Document.

25.8

Exclusion of liability

Without limiting paragraph b) below, the Agent will not be liable for any action taken by it under or in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct.

No Party (other than the Agent) may take any proceedings against any officer, employee or agent of the Agent in respect of any claim it might have against the Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document and any officer, employee or agent of the Agent may rely on this Clause.

The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Agent for that purpose.

Nothing in this Agreement shall oblige the Agent to carry out any “know your customer” or other checks in relation to any person on behalf of any Lender and each Lender confirms to the Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Agent.

25.9

Lenders’ indemnity to the Agent

Each Lender shall (in proportion to its share of the Commitments or, if the Commitments are then zero, to its share of the Commitments immediately prior to their reduction to zero) indemnify the Agent, within three (3) Business Days of demand, against any cost, loss or liability incurred by the Agent (otherwise than by reason of the Agent’s gross negligence or wilful misconduct) in acting as Agent under the Finance Documents (unless the Agent has been reimbursed by the Company pursuant to a Finance Document).

25.10

Confidentiality

In acting as agent for the Finance Parties, the Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.

If information is received by another division or department of the Agent, it may be treated as confidential to that division or department and the Agent shall not be deemed to have notice of it.

25.11

Relationship with the Lenders

The Agent may treat each Lender as a Lender, entitled to payments under this Agreement and acting through its Facility Office unless it has received not less than five (5) Business Days prior notice from that Lender to the contrary in accordance with the terms of this Agreement.

25.12

Credit appraisal by the Lenders

Without affecting the responsibility of the Company for information supplied by it or on its behalf in connection with any Finance Document, each Lender confirms to the Agent that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document including but not limited to:

the financial condition, status and nature of the Company;

the legality, validity, effectiveness, adequacy or enforceability of any Finance Document and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document;

whether that Lender has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and

the adequacy, accuracy and/or completeness of the Information Memorandum and any other information provided by the Agent, any Party or by any other person under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document.

25.13

Reference Banks

If a Reference Bank (or, if a Reference Bank is not a Lender, the Lender of which it is an Affiliate) ceases to be a Lender, the Agent shall (in consultation with the Company) appoint another Lender or an Affiliate of a Lender to replace that Reference Bank.

25.14

Deduction from amounts payable by the Agent

If any Party owes an amount to the Agent under the Finance Documents the Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.

CONDUCT OF BUSINESS BY THE FINANCE PARTIES

No provision of this Agreement will:

interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

SHARING AMONG THE FINANCE PARTIES

27.1

Payments to Finance Parties

If a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from the Company other than in accordance with Clause 28 (Payment mechanics) and applies that amount to a payment due under the Finance Documents then:

the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery to the Agent;

the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 28 (Payment mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and

the Recovering Finance Party shall, within three (3) Business Days of demand by the Agent, pay to the Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 28.4 (Partial payments).

27.2

Redistribution of payments

The Agent shall treat the Sharing Payment as if it had been paid by the Company and distribute it between the Finance Parties (other than the Recovering Finance Party) in accordance with Clause 28.4 (Partial payments).

27.3

Recovering Finance Party’s rights

On a distribution by the Agent under Clause 27.2 (Redistribution of payments), the Recovering Finance Party will be subrogated to the rights of the Finance Parties which have shared in the redistribution.

If and to the extent that the Recovering Finance Party is not able to rely on its rights under paragraph a) above, the Company shall be liable to the Recovering Finance Party for a debt equal to the Sharing Payment which is immediately due and payable.

27.4

Reversal of redistribution

If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:

each Finance Party which has received a share of the relevant Sharing Payment pursuant to Clause 27.2 (Redistribution of payments) shall, upon request of the Agent, pay to the Agent for account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay); and

that Recovering Finance Party’s rights of subrogation in respect of any reimbursement shall be cancelled and the Company will be liable to the reimbursing Finance Party for the amount so reimbursed.

27.5

Exceptions

This Clause 27 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the Company.

A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:

(i)

it notified that other Finance Party of the legal or arbitration proceedings; and

(ii)

that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

PAYMENT MECHANICS

28.1

Payments to the Agent

On each date on which the Company or a Lender is required to make a payment under a Finance Document, the Company or that Lender shall make the same available to the Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.

28.2

Distributions by the Agent

Each payment received by the Agent under the Finance Documents for another Party shall, subject to Clause 28.3 (Clawback) be made available by the Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Agent by not less than five (5) Business Days’ notice with a bank in the principal financial centre of the country of that currency.

28.3

Clawback

Where a sum is to be paid to the Agent under the Finance Documents for another Party, the Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.

If the Agent pays an amount to another Party and it proves to be the case that the Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Agent shall on demand refund the same to the Agent together with interest on that amount from the date of payment to the date of receipt by the Agent, calculated by the Agent to reflect its cost of funds.

28.4

Partial payments

If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by the Company under the Finance Documents, the Agent shall apply that payment towards the obligations of the Company under the Finance Documents in the following order:

(i)

first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent under the Finance Documents;

(ii)

secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement;

(iii)

thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and

(iv)

fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs a)(ii) to (iv) above.

Paragraphs a) and b) above will override any appropriation made by the Company.

28.5

No set-off by the Company

All payments to be made by the Company under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

28.6

Business Days

Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

28.7

Currency of account

Subject to paragraphs b) to c) below, USD is the currency of account and payment for any sum due from the Company under any Finance Document.

Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.

Any amount expressed to be payable in a currency other than USD shall be paid in that other currency.

28.8

Change of currency

Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:

(i)

any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Agent (after consultation with the Company); and

(ii)

any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Agent (acting reasonably).

If a change in any currency of a country occurs, this Agreement will, to the extent the Agent (acting reasonably and after consultation with the Company) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the Relevant Interbank Market and otherwise to reflect the change in currency.

SET-OFF

A Finance Party may, to the extent permitted by law, set off any matured obligation due from the Company under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to the Company, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

FA ACT

The Company waives all rights under the provisions of the FA Act not being mandatory provisions, including and further agrees and accepts, to the extent permitted by law, that non-mandatory provisions under the FA Act and any other law and/or regulation shall not apply to any of the Finance Documents.

NOTICES

31.1

Communications in writing

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax, letter or email.

31.2

Addresses

The contact details (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents is:

in the case of the Company:

EKSPORTFINANS ASA
Dronning Mauds gate 15
X.X. Xxx 0000 Xxxx
X-0000 Xxxx, Xxxxxx

	Attention:		Back Office/CFO
	Fax No:		x00 00 00 00 00
	E-mail:		xxxxxxxxxxxx@xxxxxxxxxxxxx.xx

in the case of the Agent:

DNB BANK ASA
Dronning Eufemias gate 30
N-0021 Oslo, Norway

	Attention:		Xxxxxxxx Geiran
	Fax No:		x00 00 00 00 00
	E-mail:		xxxxxxxx.xxxxxx@xxx.xx

or any substitute address, fax number, email address or department or officer as the Party may notify to the Agent (or the Agent may notify to the other Parties, if a change is made by the Agent) by not less than five (5) Business Days’ notice.

31.3

Delivery

Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective:

(i)

if by way of fax or email, when received in legible form; or

(ii)

if by way of letter, when it has been left at the relevant address or five (5) Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address;

and, if a particular department or officer is specified as part of its address details provided under Clause 31.2 (Addresses), if addressed to that department or officer.

Any communication or document to be made or delivered to the Agent will be effective only when actually received by the Agent and then only if it is expressly marked for the attention of the department or officer identified with the Agent’s signature below (or any substitute department or officer as the Agent shall specify for this purpose).

All notices from or to the Company shall be sent through the Agent.

31.4

Notification of address and fax number

Promptly upon receipt of notification of an address or fax number or change of address or fax number pursuant to Clause 31.2 (Addresses) or changing its own address or fax number, the Agent shall notify the other Parties.

31.5

English language

Any notice given under or in connection with any Finance Document must be in English.

All other documents provided under or in connection with any Finance Document must be:

(i)

in English; or

(ii)

if not in English, and if so required by the Agent, accompanied by an English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

CALCULATIONS AND CERTIFICATES

32.1

Accounts

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate.

32.2

Certificates and determinations

Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

32.3

Day count convention

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of three hundred and sixty (360) days or, in any case where the practice in the Relevant Interbank Market differs, in accordance with that market practice.

PARTIAL INVALIDITY

If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

REMEDIES AND WAIVERS

No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under the Finance Documents shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

AMENDMENTS AND WAIVERS

35.1

Required consents

Subject to Clause 35.2 (Exceptions) any term of the Finance Documents may be amended or waived only with the consent of the Majority Lenders and the Company and any such amendment or waiver will be binding on all Parties.

The Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause.

35.2

Exceptions

An amendment or waiver that has the effect of changing or which relates to:

(i)

the definition of “Majority Lenders” in Clause 1.1 (Definitions);

(ii)

an extension to the date of payment of any amount under the Finance Documents;

(iii)

a reduction in the Margin, Pricing Rate or a reduction in the amount of any payment of principal, interest, fees or commission payable;

(iv)

an increase in or an extension of any Commitment;

(v)

any provision having the effect of amending the definition of Security Ratio and/or the Margin Ratio;

(vi)

any provision which expressly requires the consent of all the Lenders; or

(vii)

Clause 2.2 (Finance Parties’ rights and obligations), Clause 24 (Changes to the Lenders) or this Clause 35,

shall not be made without the prior consent of all the Lenders.

An amendment or waiver which relates to the rights or obligations of the Agent may not be effected without the consent of the Agent.

COUNTERPARTS

Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document.

GOVERNING LAW AND JURISDICTION

This Agreement is governed by Norwegian law.

Subject to paragraph c) below, the courts of Norway have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement) (a “Dispute”).

The Parties agree that the courts of Norway are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

This Clause 37 is for the benefit of the Finance Parties only. As a result, no Finance Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Finance Parties may take concurrent proceedings in any number of jurisdictions.

* * *

This Agreement has been entered into on the date stated at the beginning of this Agreement.

SIGNATORIES:

The Company:
EKSPORTFINANS ASA
By: ________________________________
Name: JENS XXXX XXXXXXX	XXXXXXX XXXXX XXXXX
Title: EXECUTIVE VICE PRESIDENT AND ATTORNEY-IN-FACT	EXECUTIVE VICE PRESIDENT DIRECTOR OF FUNDING & LENDING AND ATTORNEY-IN-FACT

The Original Lenders:
DNB BANK ASA
By: ________________________________
Name: PER X. XXXXXX
Title: SENIOR VICE PRESIDENT (SVP) AND ATTORNEY-IN-FACT

DANSKE BANK, Norwegian Branch
By: ________________________________
Name: XXXXXX XXXXX ØYEHAUG	XXXXXX STØLEN
Title: HEAD OF INST. CLIENTS NORWAY AND ATTORNEY-IN-FACT	CHIEF LEGAL ADVISER AND ATTORNEY-IN-FACT

NORDEA BANK NORGE ASA
By: ________________________________
Name: CATO XXXXXXXX
Title: RELATIONSHIP MANAGER AND ATTORNEY-IN-FACT


The Agent:
DNB BANK ASA
By: ________________________________
Name: PER X. XXXXXX
Title: SENIOR VICE PRESIDENT (SVP) AND ATTORNEY-IN-FACT


The Repurchase Counterparties:
DNB BANK ASA
By: ________________________________
Name: PER X. XXXXXX
Title: SENIOR VICE PRESIDENT (SVP) AND ATTORNEY-IN-FACT

DANSKE BANK A/S
By: ________________________________
Name: XXXXXX XXXXX ØYEHAUG	XXXXXX STØLEN
Title: HEAD OF INST. CLIENTS NORWAY AND ATTORNEY-IN-FACT	CHIEF LEGAL ADVISER AND ATTORNEY-IN-FACT

NORDEA BANK FINLAND PLC
By: ________________________________
Name: CATO XXXXXXXX
Title: RELATIONSHIP MANAGER AND ATTORNEY-IN-FACT

SCHEDULE 1
THE ORIGINAL LENDERS AND COMMITMENTS

Original Lender (and/or their Affiliates)

Commitment

Commitment in percentage

Ownership percentage
in Company

DNB BANK ASA

Dronning Eufemias gt. 30
N-0191 Oslo, Norway

USD 1,122,019,635.34

56.1010%

40.00%

XXXXXX XXXX XXXXX XXX
Xxxxxxxxxxxxx. 00
X-0000 Xxxx, Xxxxxx

USD 651,051,893.41

32.5526%

23.21%

DANSKE BANK, Norwegian branch
Xxxxxx xxxx 00
X-0000 Xxxxxxxxx, Xxxxxx

USD 226,928,471.25

____________________

11.3464%

___________

8.09%

TOTAL

USD 2,000,000,000

100.00%

SCHEDULE 2
CONDITIONS PRECEDENT

Part I:
Conditions precedent to initial Utilisation

The Company

A copy of the constitutional documents (certificate of registration (No. firmaattest) and articles of association (No. vedtekter) of the Company.

A copy of a resolution of the board of directors of the Company:

(i)

approving the entering into of, and the transactions contemplated by, the Finance Documents and resolving that it execute the Finance Documents;

(ii)

authorising a specified person or persons to execute the Finance Documents on its behalf; and

(iii)

authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents.

A specimen of the signature of each person authorised by the resolution referred to in paragraph b) above.

A certificate of the Company (signed by the CEO or CFO of the Company) confirming that:

(i)

borrowing or securing, as appropriate, the Total Commitments would not cause any borrowing, security or similar limit binding on the Company to be exceeded;

(ii)

each copy document delivered and specified in this Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement; and

(iii)

the entry into and performance of the transactions contemplated by any Finance Document does not and will not breach any negative pledge, non-disposal covenant or other restriction imposed on the Company.

Finance documents

This Agreement executed by the Parties.

Other documents and evidence

Evidence satisfactory that any transactions made (if any) under the Existing Facilities Agreement are or will be repurchased in accordance with its terms, and that any liabilities and obligations outstanding under the Existing Facilities Agreement (if any) are prepaid or repaid and cancelled in full on or prior to the initial Utilisation Date.

A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document.

The Original Financial Statements of the Company.

Evidence that the fees, costs and expenses then due from the Company pursuant to Clause 13 (Fees) and Clause 18 (Costs and expenses) have been paid or will be paid by the first Utilisation Date.

Legal opinions

A legal opinion of Advokatfirmaet Thommessen AS, legal advisers to the Finance Parties, substantially in the form distributed to the Lenders prior to signing this Agreement.

Part II:
Conditions precedent to initial Utilisation – Revolving Loans

Security Documents

A list of all Eligible EFIN Loans subject to Revolving Loan Security, together with a copy of all relevant loan documents governing such loans.

Executed copies of the Security Documents, including relevant notices, which are required by the Lender to be executed in order to, inter alia, ensure that the Security Ratio (taking the proposed Revolving Loan(s) into account) will not be lower than one hundred and ten cent. (110.00%).

A copy of all notices based on the Agreed Security Documents required to be sent under the Security Documents, duly acknowledged by the relevant addressees, together with any other document, evidence, opinion or assurance which the Agent considers to be necessary or desirable in connection with perfection of any Revolving Loan Security under the Security Documents.

A Compliance Certificate setting out computations showing that the Security Ratio (taking the proposed Revolving Loan(s) into account) will not be lower than one hundred and ten per cent. (110.00%).

Other documents and evidence

Legal opinions

A legal opinion of Advokatfirmaet Thommessen AS, legal advisers to the Finance Parties, in respect of the capacity of the Company to enter into the Revolving Loan Security Documents substantially in the form distributed to the Lenders prior to signing this Agreement.

If any Revolving Loan Security has a connection to a jurisdiction other than Norway, a legal opinion of the legal advisers to the Finance Parties in that relevant jurisdiction.

Part III:
Conditions precedent to initial Utilisation – Repurchase Transactions

Finance documents

Each Master Repurchase Agreement executed by each Repurchase Counterparty and the Company.

Other documents and evidence

SCHEDULE 3 (REQUESTS)
PART I: FORM OF UTILISATION REQUEST – REVOLVING LOANS

To: DNB BANK ASA, as Agent

From: EKSPORTFINANS ASA

Date: [ ]

EKSPORTFINANS ASA – USD 2,000,000,000 FACILITY AGREEMENT DATED 21 JUNE 2013 (THE “AGREEMENT”)

We refer to the Agreement. This is a Utilisation Request in respect of Revolving Loans. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.

We wish to borrow a Loan on the following terms:

	Utilisation:	Revolving Loan.
	Proposed Utilisation Date:	[ ] (or, if that is not a Business Day, the next Business Day).
	Currency of Revolving Loan:	USD.
	Amount:	[ ] or, if less, the Available Facility.
	Interest Period:	[ ].

We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied on the date of this Utilisation Request.

The proceeds of this Revolving Loan should be credited to [account].

The Security Ratio will, taking this Utilisation into account, be [·]¹.

This Utilisation Request is irrevocable.

Yours faithfully
EKSPORTFINANS ASA

By: _______________________
Name:
Title:

¹ [Minimum 110%]

SCHEDULE 3 (REQUESTS)
PART II: FORM OF UTILISATION REQUEST – REPURCHASE TRANSACTIONS

To: DNB BANK ASA, as Agent

From: EKSPORTFINANS ASA

Date: [ ]

EKSPORTFINANS ASA – USD 2,000,000,000 FACILITY AGREEMENT DATED 21 JUNE 2013 (THE “AGREEMENT”)

We refer to the Agreement. This is a Utilisation Request in respect of Repurchase Transactions. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.

We wish to enter into a Repurchase Transaction with the Repurchase Counterparties on the following terms:

Utilisation amount:	[·]
Currency:	USD
Utilisation Date:	[·]
Term:	[·]
Account Details:	[·]

We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied on the date of this Utilisation Request.

Please find attached a list of the Securities owned by the Company which are available for a Repurchase Transaction.

This Utilisation Request is irrevocable.

Yours faithfully
EKSPORTFINANS ASA

By: _______________________
Name:
Title:

SCHEDULE 4
FORM OF COMPLIANCE CERTIFICATE

From: EKSPORTFINANS ASA

To: DNB Bank ASA, as Agent

Date: [ ]

EKSPORTFINANS ASA – USD 2,000,000,000 FACILITY AGREEMENT DATED 21 JUNE 2013 (THE “AGREEMENT”)

We refer to the Agreement. This is a Compliance Certificate. Terms defined in the Agreement have the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate.

We confirm that as at [insert relevant testing date]:

the Security Ratio was [ ]; and

the Margin Ratio was:

(i)

in respect of DNB Bank ASA, [ ];

(ii)

in respect of Danske Bank A/S, [ ];

(iii)

in respect of Nordea Bank Finland Plc, [ ];

We further confirm that as at [insert relevant testing date] the Eligible EFIN Loans listed in the Appendix hereto were provided as Revolving Loan Security.

We further confirm that no Default is continuing.²

Yours faithfully
EKSPORTFINANS ASA

By: _______________________
Name:
Title:

² If this statement cannot be made, the Compliance Certificate should identify any Default and the steps, if any, being taken to remedy it.

SCHEDULE 5
FORM OF SECURITY DOCUMENTS

SCHEDULE 6
FORM OF MASTER REPURCHASE AGREEMENT

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