MULTICURRENCY TERM AND REVOLVING FACILITIES AGREEMENT between SEAWELL LIMITED as original borrower and original guarantor THE FINANCIAL INSTITUTIONS listed in Schedule 1 as original lenders DANSKE BANK A/S, DNB NOR BANK ASA, NORDEA BANK NORGE ASA AND...

1

DEFINITIONS AND INTERPRETATION

4

2

THE FACILITIES

23

3

PURPOSE AND APPLICATION

25

4

CONDITIONS OF UTILISATION

25

5

UTILISATION

27

6

OPTIONAL CURRENCIES

28

7

REPAYMENT

30

8

PREPAYMENT AND CANCELLATION

31

9

INTEREST

34

10

INTEREST PERIODS

35

11

CHANGES TO THE CALCULATION OF INTEREST

36

12

FEES

37

13

TAX GROSS UP AND INDEMNITIES

38

14

INCREASED COSTS

40

15

OTHER INDEMNITIES

41

16

MITIGATION BY THE LENDERS

42

17

COSTS AND EXPENSES

43

18

SECURITY

43

19

GUARANTEE AND INDEMNITY

43

20

REPRESENTATIONS AND WARRANTIES

48

21

INFORMATION UNDERTAKINGS

51

22

FINANCIAL COVENANTS

54

23

GENERAL UNDERTAKINGS

57

24

EVENTS OF DEFAULT

64

25

CHANGES TO THE LENDERS

67

26

CHANGES TO THE OBLIGORS

70

27

THE ROLE OF THE AGENT AND THE ARRANGERS

72

28

CONDUCT OF BUSINESS BY THE FINANCE PARTIES

77

29

SHARING AMONG THE FINANCE PARTIES

77

30

PAYMENT MECHANICS

79

31

SET-OFF

82

32

NOTICES

82

33

CALCULATIONS AND CERTIFICATES

85

34

PARTIAL INVALIDITY

85

35

REMEDIES AND WAIVERS

36

AMENDMENTS AND WAIVERS

37

CONFIDENTIALITY

38

COUNTERPARTS

39

GOVERNING LAW

40

ENFORCEMENT

Schedules

1.

Lenders and Commitments

2.

Form of Utilisation Request

3.

Form of Selection Notice

4.

Form of Transfer Certificate

5.

Form of Accession Letter

6.

Form of Resignation Letter

7.

Mandatory Cost formulae

8.

Conditions precedent documents

9.

Form of Increase Confirmation

10.

Form of Compliance Certificate

11.

List of existing Financial Indebtedness sin ALY

▇▇▇▇▇▇▇ LIMITED, registration no. ▇▇▇▇▇, ▇^▇▇ ▇▇▇▇▇, ▇▇▇-▇▇-▇▇▇▇▇ ▇▇▇▇▇, ▇▇, ▇▇▇-▇▇-▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ as original borrower (the “Original Borrower”);

▇▇▇▇▇▇▇ LIMITED, registration no. ▇▇▇▇▇, ▇^▇▇ ▇▇▇▇▇, ▇▇▇-▇▇-▇▇▇▇▇ ▇▇▇▇▇, ▇▇, ▇▇▇-▇▇-▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ as original guarantor (the “Original Guarantor”);

THE FINANCIAL INSTITUTIONS listed in Schedule 1 as original lenders (each a “Lender” and together the “Original Lenders”);

DANSKE BANK A/S, DNB NOR BANK ASA, NORDEA BANK NORGE ASA AND SWEDBANK AB (PUBL) as mandated lead arrangers and bookrunners (each an “Arranger” and together the “Arrangers”); and

DANSKE BANK A/S, 75 King ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ as facility agent (the “Agent”).

DEFINITIONS AND INTERPRETATION

Definitions

a Lender or a bank or financial institution which has a rating for its long-term unsecured and non credit-enhanced debt obligations of A- or higher by Standard & Poor’s Rating Services or Fitch Ratings Ltd or A3 or higher by ▇▇▇▇▇’▇ Investor Services Limited or a comparable rating from an internationally recognised credit rating agency; or

any other bank or financial institution approved by the Agent.

in relation to Facility A, the period from and including the date of this Agreement to and including the Final Maturity Date;

in relation to Facility B, the period from and including the Completion Date to and including the Final Maturity Date; and

in relation to Facility C, the period from and including the Completion Date to and including 1 June 2012.

the Base Currency Amount of its participation in any outstanding Loans under that Facility; and

in relation to any proposed Utilisation, the Base Currency Amount of its participation in any Loans that are due to be made under that Facility on or before the proposed Utilisation Date, other than, in relation to any proposed Utilisation under Facility A or Facility B only, that Lender’s participation in any Facility A Loans and Facility B Loans that are due to be repaid or prepaid on or before the proposed Utilisation Date.

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

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.

any member of the Group or any of its advisers; or

another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Group or any of its advisers,

is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 37 (Confidentiality); or

is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or

is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs (i) or (ii) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with the Group and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.

which has failed to make its participation in a Loan available or has notified the Agent that it will not make its participation in a Loan available by the Utilisation Date of that Loan;

which has otherwise rescinded or repudiated a Finance Document; or

with respect to which an Insolvency Event has occurred and is continuing,

in the case of paragraph (i) above;

its failure to pay is caused by:

administrative or technical error; or

a Disruption Event; and

the Lender is disputing in good faith whether it is contractually obliged to make the payment in question.

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 a 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:

from performing its payment obligations under the Finance Documents; or

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

the pollution or protection of the environment;

harm to or protection of the human health;

the conditions of the workplace; or

any emission or substance capable of causing harm to any living organism or the environment.

the applicable Screen Rate; or

(if no Screen Rate is available for the Interest Period of that Loan) the arithmetic mean (rounded upward to four decimal places) of the rates per annum, as supplied to the Agent at its request, quoted by each Reference Bank to leading banks in the European interbank market,

USD 90,000,000 revolver agreement dated 26 April 2007 and amended on 25 February 2010 entered into between ALY as borrower and Royal Bank of Canada and certain other banks as lenders;

USD 25,000,000 term loan agreement dated 22 May 2009 entered into between ▇▇▇▇▇-▇▇▇▇▇▇▇▇ Drilling LLC as borrower and Caterpillar Finance as lender;

USD 25,000,000 term loan agreement dated 15 February 2008 entered into between DLS Argentina Ltd. as borrower and Banco Itau as lender;

USD 23,600,000 term loan agreement dated 26 June 2007 entered into between BCH Ltd. as borrower and Standard Bank as lender; and

USD 4,000,000 term loan agreement dated 9 February 2010 entered into between DLS Argentina Ltd. as borrower and HSBC as lender.

in relation to an Original Lender, the amount in the Base Currency set opposite its name under the heading “Facility A Commitments” in Schedule 1 (Lenders and Commitments) and the amount of any other Facility A Commitment transferred to it under this Agreement; and

in relation to any other Lender, the amount in the Base Currency of any other Facility A Commitment transferred to it under this Agreement,

in relation to an Original Lender, the amount in the Base Currency set opposite its name under the heading “Facility B Commitments” in Schedule 1 ( Lenders and Commitments) and the amount of any other Facility B Commitment transferred to it under this Agreement; and

in relation to any other Lender, the amount in the Base Currency of any other Facility B Commitment transferred to it under this Agreement,

in relation to an Original Lender, the amount in the Base Currency set opposite its name under the heading “Facility C Commitments” in Schedule 1 ( Lenders and Commitments) and the amount of any other Facility C Commitment transferred to it under this Agreement; and

in relation to any other Lender, the amount in the Base Currency of any other Facility C Commitment transferred to it under this Agreement,

in respect of a Lender, the office or offices notified by that 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; or

in respect of any other Finance Party, the office in the jurisdiction in which it is resident for tax purposes.

moneys borrowed;

any amount raised by acceptance under any acceptance credit facility;

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 the Approved Accounting Principles, 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 derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account);

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

the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (i) to (viii) above.

it has failed to make (or has notified a Party that it will not make) a payment required to be made by it under the Finance Documents by the due date for payment;

the Agent otherwise rescinds or repudiates a Finance Document;

(if the Agent is also a Lender) it is a Defaulting Lender under paragraph (i) or (ii) of the definition of “Defaulting Lender”; or

an Insolvency Event has occurred and is continuing with respect to the Agent;

in the case of paragraph (i) above:

its failure to pay is caused by:

administrative or technical error; or

a Disruption Event; and

the Agent is disputing in good faith whether it is contractually obliged to make the payment in question.

is dissolved (other than pursuant to a consolidation, amalgamation or merger);

becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due;

makes a general assignment, arrangement or composition with or for the benefit of its creditors;

institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official;

has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person or entity not described in paragraph (iv) above and:

results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; or

is not dismissed, discharged, stayed or restrained in each case within thirty (30) days of the institution or presentation thereof;

has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);

seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets;

has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within thirty (30) days thereafter;

causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in paragraphs (i) to (viii) above; or

takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.

any Original Lender; and

any bank, financial institution, trust, fund or other entity which has become a Party in accordance with Clause 25.1 (Transfers by Lenders),

the applicable Screen Rate; or

(if no Screen Rate is available for the Interest Period of that Loan) the arithmetic mean (rounded upward to four decimal places) of the rates per annum, as supplied to the Agent at its request, quoted by each Reference Bank to leading banks in the London interbank market,

if there are no Loans then outstanding, a Lender or Lenders whose Commitments aggregate more than 66 ²/3 per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 66 ²/3 per cent. of the Total Commitments immediately prior to the reduction); or

at any other time, a Lender or Lenders whose participations in the Loans then outstanding aggregate more than 66 ²/3 per cent. of all the Loans then outstanding

Total Net Debt/ EBITDA:

Margin:

>= 2.50:1

< 2.50:1 and >= 2.00:1

< 2.00:1 and >= 1.50:1

< 1.50:1

the financial condition, assets or operations of any Obligor or of the Group taken as a whole; or

the ability of any Obligor to perform and comply with its obligations under the Finance Documents; or

the validity, legality or enforceability of any of the Finance Documents.

an Obligor; and

a direct or indirect Subsidiary of the Parent (A) whose earnings before interest, tax depreciation and amortisation calculated on the same basis as EBITDA, gross assets or turnover then equal or exceed five (5) per cent. of the EBITDA, gross assets or turnover of the Group (calculated on a consolidated basis) or (B) who has been nominated by the Parent by written notice to the Facility Agent as a Material Subsidiary for the purpose of this Agreement.

the applicable Screen Rate; or

(if no Screen Rate is available for the Interest Period of that Loan) the arithmetic mean (rounded upward to four decimal places) of the rates per annum, as supplied to the Agent at its request, quoted by each Reference Bank to leading banks in the Norwegian interbank market,

in relation to the Parent, the audited consolidated financial statements of the Group for the financial year ended 31 December 2009; and

in relation to each Original Obligor other than the Parent, its audited financial statements for its financial year ended 31 December 2009.

(if the currency is EUR) two (2) TARGET Days before the first day of that period; or

(for any other currency) two (2) Business Days before the first day of that period,

its jurisdiction of incorporation;

any jurisdiction where any asset subject to or intended to be subject to the Transaction Security to be created by it is situated;

any jurisdiction where it conducts its business; and

the jurisdiction whose laws govern the perfection of any of the Security Documents entered into by it.

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 amount of the maturing Revolving Loan;

in the same currency as the maturing Revolving Loan (unless it arose as a result of the operation of Clause 6.2 (Unavailability of a currency)); and

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

in relation to EURIBOR, the percentage rate per annum determined by the Banking Federation of the European Union for the relevant period;

in relation to LIBOR, the British Bankers Association Interest Settlement Rate for the relevant currency and period; and

in relation to NIBOR, the percentage rate per annum determined by the banks that at the relevant time are setting NIBOR for the relevant period,

the proposed Transfer Date specified in the relevant Transfer Certificate; and

the date on which the Agent executes the relevant Transfer Certificate.

Construction

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

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

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

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;

“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;

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);

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 of any regulatory, self-regulatory or other authority or organisation;

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

a time of day is a reference to Oslo time.

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

THE FACILITIES

The Facilities

Subject to the terms of this Agreement, the Lenders make available to the Borrowers:

a multicurrency revolving loan facility in an aggregate amount equal to the Total Facility A Commitments;

a multicurrency revolving loan facility in an aggregate amount equal to the Total Facility B Commitments; and

Subject to the terms of this Agreement, the Lenders make available to the Facility C Borrowers a multicurrency term loan facility in an aggregate amount equal to the Total Facility C Commitments.

Increase

The Borrowers may by giving prior notice to the Agent by no later than the date falling five (5) Business Days after the effective date of a cancellation of:

the Available Commitments of a Defaulting Lender in accordance with Clause 8.7 (Right of cancellation in relation to a Defaulting Lender); or

the Commitments of a Lender in accordance with Clause 8.1 (Illegality),

the increased Commitments will be assumed by one or more Lenders or other banks or financial institutions (each an “Increase Lender”) selected by the Borrowers (and which is acceptable to the Agent (acting reasonably)) and each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender;

each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender;

each Increase Lender shall become a Party as a “Lender” and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender;

the Commitments of the other Lenders shall continue in full force and effect; and

any increase in the Total Commitments shall take effect on the date specified by the Borrowers in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied.

An increase in the Total Commitments will only be effective on:

the execution by the Agent of an Increase Confirmation from the relevant Increase Lender; and

in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase, the performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Agent shall promptly notify to the Borrowers and the Increase Lender.

Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective.

Unless the Agent otherwise agrees or the increased Commitment is assumed by an existing Lender, the Borrowers shall, on the date upon which the increase takes effect, promptly on demand pay the Agent the amount of all costs and expenses (including legal fees) reasonably incurred by it in connection with any increase in Commitments under this Clause 2.2.

The Borrowers may pay to the Increase Lender a fee in the amount and at the times agreed between the Parent and the Increase Lender.

Clause 25.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to:

an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase;

the “New Lender” were references to that “Increase Lender”; and

a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.

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 separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor 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 AND APPLICATION

Purpose

Each Borrower shall apply all amounts borrowed by it under Facility A towards the refinancing of the Existing Parent Facility and towards the general corporate purposes of the Group.

Each Borrower shall apply all amounts borrowed by it under Facility B towards:

part financing the cash option (if exercised) as part of the Acquisition;

the refinancing of the Existing ALY Facilities;

refinancing the 2014 Notes; and

towards the general corporate purposes of the Group.

Each Facility C Borrower shall apply all amounts borrowed by it under Facility C towards the refinancing of the 2017 Notes.

Monitoring

CONDITIONS OF UTILISATION

Initial conditions precedent

No Borrower may deliver a Utilisation Request unless the Agent has received all of the documents and other evidence listed in Part 1 of Schedule 8 (Conditions precedent documents) in form and substance satisfactory to the Agent. The Agent shall notify the Parent and the Lenders promptly upon being so satisfied.

No Borrower may deliver a Utilisation Request in respect of Facility B or Facility C unless the Agent, in addition to the documents and evidence required to be delivered pursuant to paragraph (a) above, has received all of the documents and other evidence listed in Part 2 of Schedule 8 (Conditions precedent documents) in form and substance satisfactory to the Agent. The Agent shall notify the Parent and the Lenders promptly upon being so satisfied

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

the representations and warranties in Clause 20 (Representations and warranties) deemed to be repeated on those dates in accordance with Clause 20.15 (Repetition) are true in all material respects.

The Lenders will only be obliged to comply with Clause 6.3 (Change of currency) if, on the first day of an Interest Period, no Default is continuing or would result from the change of currency and the representations and warranties in Clause 20 (Representations and warranties) deemed to be repeated on those dates in accordance with Clause 20.15 (Repetition) are true in all material respects.

Conditions relating to Optional Currencies

A currency will constitute an Optional Currency in relation to a Loan if:

it is readily available in the amount required and freely convertible into the Base Currency in the Relevant Interbank Market on the Quotation Date and the Utilisation Date for that Loan; and

it is EUR or NOK or has been approved by the Agent (acting on the instructions of all the Lenders) on or prior to receipt by the Agent of the relevant Utilisation Request or Selection Notice for that Loan.

If the Agent has received a written request from the Parent for a currency to be approved under paragraph (a)(ii) above, the Agent will confirm to the Parent without undue delay:

whether or not the Lenders have granted their approval; and

if approval has been granted, the minimum amount (and, if required, integral multiples) for any subsequent Utilisation in that currency.

Maximum number of Loans

A Borrower may not deliver a Utilisation Request if as a result of the proposed Utilisation:

six (6) or more Facility A Loans would be outstanding;

six (6) or more Facility B Loans would be outstanding; or

four (4) or more Facility C Loans would be outstanding.

Any Loan made by a single Lender under Clause 6.2 (Unavailability of a currency) shall not be taken into account in this Clause 4.4.

UTILISATION

Delivery of a Utilisation Request

Completion of a Utilisation Request

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

it identifies the Facility to be utilised;

the proposed Utilisation Date is a Business Day within the Availability Period applicable to that Facility;

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

the proposed Interest Period complies with Clause 10 (Interest Periods).

Only one Loan may be requested in each Utilisation Request.

Currency and amount

The currency specified in a Utilisation Request must be the Base Currency or an Optional Currency.

The amount of the proposed Loan must be:

if the currency selected is the Base Currency, a minimum of USD 10,000,000 or, if less, the Available Facility;

if the currency selected is an Optional Currency, the equivalent of USD 10,000,000 in the relevant Optional Currency rounded upwards or downwards to the nearest million or, if less, the Available Facility; and

in any event such that its Base Currency Amount is less than or equal to the Available Facility.

Lenders’ participation

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

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

The Agent shall determine the Base Currency Amount of each Loan which is to be made in an Optional Currency by 12:00 noon two (2) Business Days prior to the requested Utilisation Date and shall notify each Lender of the amount, currency and the Base Currency Amount of each Loan and the amount of its participation in that Loan by 3:00 p.m. two (2) Business Days prior to the requested Utilisation Date.

Cancellation of Commitment

The Facility A Commitments which, at that time, are not drawn shall be immediately cancelled at the end of the Availability Period for Facility A.

The Facility B Commitments which, at that time, are not drawn shall be immediately cancelled at the end of the Availability Period for Facility B, provided, however, that the Total Facility B Commitments shall automatically be cancelled in full on 30 June 2011 if the Completion Date has not occurred on or before that date.

The Facility C Commitments which, at that time, are not drawn shall be immediately cancelled at the end of the Availability Period for Facility C, provided, however, that the Total Facility C Commitments shall automatically be cancelled in full on 30 June 2011 if the Completion Date has not occurred on or before that date.

OPTIONAL CURRENCIES

Selection of currency

A Borrower (or the Parent on behalf of a Borrower) shall select the currency of a Loan:

(in the case of an initial Utilisation) in a Utilisation Request; and

(afterwards in relation to a Facility C Loan made to it) in a Selection Notice.

If a Facility C Borrower (or the Parent on behalf of a Facility C Borrower) fails to issue a Selection Notice in relation to a Facility C Loan, the Facility C Loan will remain denominated for its next Interest Period in the same currency in which it is then outstanding.

If a Facility C Borrower (or the Parent on behalf of a Facility C Borrower) issues a Selection Notice requesting a change of currency and the first day of the requested Interest Period is not a Business Day for the new currency, the Agent shall promptly notify the Facility C Borrower and the Lenders and the Facility C Loan will remain in the existing currency (with Interest Periods running from one Business Day until the next Business Day) until the next day which is a Business Day for both currencies, on which day the requested Interest Period will begin.

Unavailability of an Optional Currency

a Lender notifies the Agent that the Optional Currency requested is not readily available to it in the amount required; or

a Lender notifies the Agent that compliance with its obligation to participate in a Loan in the proposed Optional Currency would contravene a law or regulation applicable to it,

Change of currency

If a Facility C Loan is to be denominated in different currencies during two successive Interest Periods:

if the currency for the second Interest Period is an Optional Currency, the amount of the Facility C Loan in that Optional Currency will be calculated by the Agent as the amount of that Optional Currency equal to the Base Currency Amount of the Facility C Loan at the Agent’s Spot Rate of Exchange;

if the currency for the second Interest Period is the Base Currency, the amount of the Facility C Loan will be equal to the Base Currency Amount;

(unless the Agent and the relevant Borrower agree otherwise in accordance with paragraph (b) below) the Facility C Borrower that has borrowed the Facility C Loan shall repay it on the last day of the first Interest Period in the currency in which it was denominated for that Interest Period; and

(subject to Clause 4.2 (Further conditions precedent)) the Lenders shall re-advance the Facility C Loan in the new currency in accordance with Clause 6.5 (Agent’s calculations).

If the Agent and the Facility C Borrower that has borrowed the Facility C Loan agree, the Agent shall:

apply the amount paid to it by the Lenders pursuant to paragraph (a)(iv) above (or so much of that amount as is necessary) in or towards purchase of an amount in the currency in which the Facility C Loan is outstanding for the first Interest Period; and

use the amount it purchases in or towards satisfaction of the relevant Facility C Borrower’s obligations under paragraph (a)(iii) above.

If the amount purchased by the Agent pursuant to paragraph (b)(i) above is less than the amount required to be repaid by the relevant Facility C Borrower, the Agent shall promptly notify that Facility C Borrower and that Facility C Borrower shall, on the last day of the first Interest Period, pay an amount to the Agent (in the currency of the outstanding Facility C Loan for the first Interest Period) equal to the difference.

If any part of the amount paid to the Agent by the Lenders pursuant to paragraph (a)(iv) above is not needed to purchase the amount required to be repaid by the relevant Facility C Borrower, the Agent shall promptly notify that Facility C Borrower and pay that Facility C Borrower, on the last day of the first Interest Period that part of that amount (in the new currency).

Same Optional Currency during successive Interest Periods

If a Facility C Loan is to be denominated in the same Optional Currency during two successive Interest Periods, the Agent shall calculate the amount of the Facility C Loan in the Optional Currency for the second of those Interest Periods (by calculating the amount of Optional Currency equal to the Base Currency Amount of that Facility C Loan at the Agent’s Spot Rate of Exchange) and (subject to paragraph (b) below):

if the amount calculated is less than the existing amount of that Facility C Loan in the Optional Currency during the first Interest Period, promptly notify the Facility C Borrower that has borrowed that Facility C Loan and that Facility C Borrower shall pay, on the last day of the first Interest Period, an amount equal to the difference; or

if the amount calculated is more than the existing amount of that Facility C Loan in the Optional Currency during the first Interest Period, promptly notify each Lender and, if no Default is continuing, each Lender shall, on the last day of the first Interest Period, pay its participation in an amount equal to the difference.

If the calculation made by the Agent pursuant to paragraph (a) above shows that the amount of the Facility C Loan in the Optional Currency for the second of those Interest Periods converted into the Base Currency at the Agent’s Spot Rate of Exchange at the Quotation Date on which the Agent originally calculated the Base Currency Amount has increased or decreased by less than five (5) per cent. compared to its Base Currency Amount (taking into account any payments made pursuant to paragraph (a) above), no notification shall be made by the Agent and no payment shall be required under paragraph (a) above.

Agent’s calculations

All calculations made by the Agent pursuant to this Clause 6 will take into account any repayment, prepayment, consolidation or division of Facility C Loans to be made on the last day of the first Interest Period.

Each Lender’s participation in a Loan will, subject to paragraph (a) above, be determined in accordance with paragraph (b) of Clause 5.4 (Lenders’ participation).

REPAYMENT

Repayment of Revolving Loans

Repayment of Facility C Loans

1/6 of the principal amount of the Facility C Loans shall be repaid on the date occurring 24 months after the date of this Agreement;

1/6 of the principal amount of the Facility C Loans shall be repaid on the date occurring 36 months after the date of this Agreement;

1/6 of the principal amount of the Facility C Loans shall be repaid on the date occurring 48 months after the date of this Agreement; and

1/2 of the principal amount of the Facility C Loans shall be repaid on the Final Maturity Date.

Final Maturity Date

No reborrowing

PREPAYMENT AND CANCELLATION

Illegality

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

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

each Borrower shall repay that Lender’s participation in the Loans made to that Borrower on the last day of the Interest Period for each Loan occurring after the Agent has notified the Parent 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).

Change of control

If at any time:

prior to the Listing, Seadrill Limited and/or Hemen Holding Limited and/or a company controlled by more than 50 per cent. by trusts which have designated members of the ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Family as their financial beneficiaries ceases to own at least 50 per cent. of all voting shares and capital of the Parent;

after the Listing, 33 ¹/3 per cent. or less of the voting shares and capital of the Parent cease to be owned by Seadrill Limited and/or Hemen Holding Limited and/or a company controlled by more than 50 per cent. by trusts which have

designated members of the ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Family as their financial beneficiaries, and if such requirement is not complied with, Hemen Holding Limited and/or a company controlled by more than 50 per cent. by trusts which have designated members of the ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Family as their financial beneficiaries does not own at least 20 per cent. of all voting shares and capital of the Parent; or

after the Listing, one or more persons alone or acting in concert, other than Seadrill Limited and/or Hemen Holding Limited and/or a company controlled by more than 50 per cent. by trusts which have designated members of the ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Family as their financial beneficiaries gains control of more than 33 ¹/3 per cent. of the shares in the Parent,

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

a Lender shall not be obliged to fund a Utilisation (except for a Rollover Loan); and

if a Lender so requires and notifies the Agent within 21 days of the Parent notifying the Agent of the event, the Agent shall, by not less than three (3) days notice to the Parent, cancel the Commitment of that Lender and declare the participation of that Lender in all outstanding Loans, together with accrued interest, and all other amounts accrued under the Finance Documents immediately due and payable, whereupon the Commitment of that Lender will be cancelled and all such outstanding amounts will become immediately due and payable.

For the purpose of this Clause 8.2:

“acting in concert” means a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate, through the acquisition of shares in the Parent by any of them, either directly or indirectly, to obtain or consolidate control of the Parent; and

“control” means the legal and beneficial ownership (directly or indirectly) of, and right to vote, the issued and voting shares.

Voluntary cancellation

Voluntary prepayment of Revolving Loans

Voluntary prepayment of Facility C Loans

A Borrower to which a Facility C Loan has been made may, if it gives the Agent not less than ten (10) Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, prepay the whole or any part of any Facility C Loan (but, if in part, being an amount that reduces the Base Currency Amount of the Facility C Loan by a minimum amount of USD 10,000,000).

A Facility C Loan may only be prepaid after the last day of the Availability Period (or, if earlier, the day on which the applicable Available Facility is zero).

Right of replacement or repayment and cancellation in relation to a single Lender

If:

any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 13.2 (Tax gross-up); or

any Lender claims indemnification from a Borrower under Clause 13.3 (Tax indemnity) or Clause 14 (Increased costs),

On receipt of a notice referred to in paragraph (a) above in relation to a Lender, the Commitment of that Lender shall immediately be reduced to zero.

On the last day of each Interest Period which ends after the Parent has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Parent in that notice), each Borrower to which a Loan is outstanding shall repay that Lender’s participation in that Loan.

Right of cancellation in relation to a Defaulting Lender

If any Lender becomes a Defaulting Lender, the Borrowers may, at any time whilst the Lender continues to be a Defaulting Lender, give the Agent five (5) Business Days’ notice of cancellation of each Available Commitment of that Lender.

On the notice referred to in paragraph (a) above becoming effective, each Available Commitment of the Defaulting Lender shall immediately be reduced to zero.

The Agent shall as soon as practicable after receipt of a notice referred to in paragraph (a) above, notify all the Lenders.

Restrictions

Any notice of cancellation or prepayment given by any Party under this Clause 8 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.

No Borrower may reborrow any part of Facility C which is prepaid.

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

The Borrowers shall not repay or prepay all or any part of the 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 Total Commitments cancelled under this Agreement may be subsequently reinstated.

If the Agent receives a notice under this Clause 8 it shall promptly forward a copy of that notice to either the Borrowers or the affected Lender, as appropriate.

If all or part of a Loan under a Facility is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of the Commitments (equal to the Base Currency Amount of the amount of the Loan which is repaid or prepaid) in respect of that Facility will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateably under that Facility.

INTEREST

Calculation of interest

Margin;

IBOR; and

Mandatory Cost, if any.

Payment of interest

Default interest

If an Obligor 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 (2) per cent higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a 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 9.3 shall be immediately payable by the Obligor on demand by the Agent.

If any overdue amount consists of all or part of a Loan which became due on a day which was not the last day of an Interest Period relating to that Loan:

the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and

the rate of interest applying to the overdue amount during that first Interest Period shall be two (2) per cent. higher than the rate which would have applied if the overdue amount had not become due.

Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

Notification of rates of interest

Margin adjustment

Any change in the Margin shall be made on the basis of the relevant financial information referred to in Clause 21.1 (Financial statements) after the end of each quarter (together with the corresponding Compliance Certificate(s) in accordance with Clause 21.2 (Compliance Certificate)).

Any change in the Margin will take effect on and from the date occurring five (5) Business Days after receipt by the Agent of the relevant Compliance Certificate.

If for any reason, the relevant Compliance Certificate is not received by the Agent in the form and at the times described in Clause 21.2 (Compliance Certificate), the Margin shall be 3.00 per cent. per annum from the deadline for presenting such Compliance Certificate until a duly completed Compliance Certificate is received by the Agent.

INTEREST PERIODS

Selection of Interest Periods

A Borrower (or the Parent on behalf of a Borrower) may select an Interest Period for a Loan in the Utilisation Request for that Loan or (if the Loan has already been borrowed) in a Selection Notice.

Each Selection Notice for a Facility C Loan is irrevocable and must be delivered to the Agent by the Facility C Borrower (or the Parent on behalf of a Facility C Borrower) to which that Facility C Loan was made not later than 11:00 a.m. (Oslo time) three (3) Business Days before the start of the relevant Interest Period.

If a Facility C Borrower (or the Parent) fails to deliver a Selection Notice to the Agent in accordance with paragraph (b) above, the relevant Interest Period will, subject to Clause 10.2 (Changes to Interest Periods), be three (3) months.

Subject to this Clause 10, the Borrower may select an Interest Period of one (1), three (3) or six (6) months or any other period agreed between the Parent and the Agent (acting on the instructions of all the Lenders in relation to the relevant Loan).

An Interest Period for a Loan shall not extend beyond the Final Maturity Date applicable to its Facility.

Each Interest Period for a Loan shall start on the Utilisation Date or, in respect of a Facility C Loan (if already made), on the last day of its preceding Interest Period.

A Revolving Loan has one Interest Period only.

Changes to Interest Periods

Prior to determining the interest rate for a Facility C Loan, the Agent may shorten an Interest Period for any Facility C Loan to ensure there are sufficient Facility C Loans (with an aggregate Base Currency Amount equal to or greater than the Repayment Instalment) which have an Interest Period ending on the Repayment Date for Facility C for the Facility C Borrowers to make the instalment due on that date.

If the Agent makes any of the changes to an Interest Period referred to in this Clause 10.2, it shall promptly notify the Parent and the Lenders.

Non-Business Days

CHANGES TO THE CALCULATION OF INTEREST

Absence of quotation

Market disruption

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

the Margin;

the rate notified to the Agent by that Lender 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 Lender of funding its participation in that Loan from whatever source it may reasonably select; and

the Mandatory Cost, if any, applicable to that Lender’s participation in the Loan.

In this Agreement “Market Disruption Event” means:

at or about 12:00 noon on the Quotation Date for the relevant Interest Period the Screen Rate is not available and none or only one of the Reference Banks supplies a rate to the Agent to determine IBOR for the relevant Interest Period; or

before close of business in London on the Quotation Date for the relevant Interest Period, the Agent receives notifications from a Lender or Lenders (whose participations in a Loan exceed 33.30 per cent. of that Loan) that the cost to it of obtaining matching deposits for the relevant Interest Period in the London interbank market would be in excess of IBOR.

Alternative basis of interest or funding

If a Market Disruption Event occurs and the Agent or the Parent so requires, the Agent and the Parent 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 Parent, be binding on all Parties.

Break Costs

Each Borrower 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 Loan or Unpaid Sum being paid by that Borrower on a day other than the last day of an Interest Period 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

Commitment fee

The Borrowers shall pay to the Agent (for the account of each Lender) a commitment fee computed at the rate of:

40 per cent. of the Margin per annum on that Lender’s Available Commitment under Facility A for the Availability Period applicable to Facility A;

25 per cent. of the Margin per annum until the Completion Date, and thereafter 40 per cent. of the Margin per annum, on that Lender’s Available Commitment under Facility B for the Availability Period applicable to Facility B; and

25 per cent. of the Margin per annum until the Completion Date, and thereafter 40 per cent. of the Margin per annum, on that Lender’s Available Commitment under Facility C for the Availability Period applicable to Facility C.

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.

Arrangement fee

Agency fee

TAX GROSS UP AND INDEMNITIES

Definitions

In this Agreement:

Unless a contrary indication appears, in this Clause 13 a reference to “determines” or “determined” means a determination made in the absolute discretion of the person making the determination.

Tax gross-up

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

An Obligor or a Lender shall promptly upon becoming aware that an Obligor 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 shall notify that Obligor.

If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor shall 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 an Obligor is required to make a Tax Deduction, it shall 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 Obligor making that Tax Deduction shall 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 Obligor which makes a payment to which that Lender is entitled shall co-operate in completing any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction.

Tax indemnity

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

Paragraph (a) above shall not apply:

with respect to any Tax assessed on a Finance Party:

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

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,

to the extent a loss, liability or cost is compensated for by an increased payment under Clause 13.2 (Tax gross-up).

Tax Credit

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

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

Stamp taxes

Value added tax

All consideration expressed to be payable under a Finance Document by any Party to a Finance Party shall be deemed to be exclusive of any VAT. If VAT is chargeable on any supply made by any Finance Party to any Party in connection with a Finance Document, that Party shall pay to the Finance Party (in addition to and at the same time as paying the consideration) an amount equal to the amount of the VAT.

Where a Finance Document requires any Party to reimburse a Finance Party for any costs or expenses, that Party shall also at the same time pay and indemnify the 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 it is not entitled to credit or repayment of the VAT.

INCREASED COSTS

Increased costs

Subject to Clause 14.3 (Exceptions) the Parent 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:

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

an additional or increased cost; or

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

Increased cost claims

A Finance Party intending to make a claim pursuant to Clause 14.1 (Increased costs) shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Borrowers.

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

Exceptions

attributable to a Tax Deduction required by law to be made by an Obligor;

compensated for by Clause 13.3 (Tax indemnity) (or would have been compensated for under Clause 13.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in Clause 13.3 (Tax indemnity) applied);

compensated for by the payment of the Mandatory Costs; or

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

OTHER INDEMNITIES

Currency indemnity

If any sum due from an Obligor 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:

making or filing a claim or proof against that Obligor; or

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

Each Obligor 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.

Other indemnities

the occurrence of any Event of Default;

a failure by an Obligor 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 29 (Sharing among the Finance Parties);

funding, or making arrangements to fund, its participation in a Loan requested by a Borrower 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); or

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

Indemnity to the Agent

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

Mitigation

Each Finance Party shall, in consultation with the Parent, 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 8.1 (Illegality), Clause 13 (Tax gross-up and indemnities) or Clause 14 (Increased costs) or paragraph 3 of Schedule 7 (Mandatory Costs formulae) 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 any Obligor under the Finance Documents.

Limitation of liability

The Parent 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 16.1 (Mitigation).

A Finance Party is not obliged to take any steps under Clause 16.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it in any material respect.

COSTS AND EXPENSES

Transaction expenses

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

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

Amendment costs

Enforcement costs

SECURITY

the Share Pledge Agreements;

the Intra-Group Loan Assignments; and

the guarantee set out in Clause 19 (Guarantee and indemnity).

GUARANTEE AND INDEMNITY

Guarantee obligations

guarantees to each Finance Party as and for its own debt and not merely as surety the punctual performance by each Borrower of all of that Borrower’s obligations under the Finance Documents (the “Guaranteed Obligations”);

undertakes with each Finance Party that whenever a Borrower does not pay any amount when due under or in connection with the Guaranteed Obligations, it shall immediately on demand pay that amount as if it was the principal obligor; and

agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of a Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 if the amount claimed had been recoverable on the basis of a guarantee.

Demands

Scope of liability

Number of claims

Continuing guarantee

Survival of the Guarantors’ liability

No Guarantor’s liability to the Finance Parties under this guarantee shall be discharged, impaired or otherwise affected by reason of any of the following events or circumstances (regardless of whether any such events or circumstances occur with or without a Guarantor’s knowledge or consent):

any time, waiver, consent, forbearance or other indulgence given or agreed by the Finance Parties with an Obligor or any third party in respect of any of its obligations under the Finance Documents, including, but not limited to, any postponement of repayments or the Final Maturity Date, any increase of any Commitment, prepayments in another manner than scheduled in this Agreement, and any other issues;

any legal limitation, disability or incapacity of an Obligor or any third party related to the Finance Documents;

any invalidity, irregularity, unenforceability, imperfection or avoidance of or any defect in any security granted by, or the obligations of any party to the Finance Documents, or any amendment to or variation thereof, or of any other document or security comprised therein;

the liquidation, bankruptcy or dissolution (or proceedings analogous thereto) or the appointment of a receiver for an Obligor or any third party, or the occurrence of any circumstances whatsoever affecting the liability of any party to discharge its obligations under the Finance Documents;

any challenge, dispute or avoidance by any liquidator of an Obligor or any third party in respect of any claim by a Guarantor or any third party by right of subrogation in any such liquidation;

any release, discharge, renewal, amendment, extension, compromise, exchange or realisation of any security, obligation or term of the Finance Documents, or any further security for the obligations of an Obligor under the Finance Documents;

any failure on the part of the Finance Parties (whether intentional or not) to take or perfect any security agreed to be taken under or in relation to the Finance Documents; or

any other act, matter or thing (save for discharge in full of all of the Borrowers’ obligations in respect of the Guaranteed Obligations) which might otherwise constitute a legal discharge of the obligations of the Borrowers thereunder.

Each Guarantor specifically waives all rights under the provisions of the Norwegian Financial Services Act of 25 June 1999 No. 46 not being mandatory provisions, including the following provisions (the main contents of the relevant provisions being as indicated in the brackets):

§ 62 (1) (a) (to be notified of any security the giving of which was a precondition for the making of any Loan, but which has not been validly granted or has lapsed);

§ 63 (1) - (2) (to be notified of any event of default hereunder and to be kept informed thereof);

§ 63 (3) (to be notified of any extension granted to an Obligor in payment of principal and/or interest);

§ 63 (4) (to be notified of an obligor’s bankruptcy proceedings or debt reorganisation proceedings and/or any application for the latter);

§ 65 (3) (that the consent of the Guarantor is required for the Guarantor to be bound by amendments to the Finance Documents that may be detrimental to its interest);

§ 66 (1) - (2) (that the Guarantor shall be released from its liabilities hereunder if security which was given, or the giving of which was a precondition for the making of any Loan, is released by the Finance Parties without the consent of the Guarantor);

§ 66 (3) (that the Guarantor shall be released from its liabilities hereunder if, without its consent, security the giving of which was a precondition for the making of any Loan or, was not validly granted);

§ 67 (2) (about reduction of the Guarantor’s liabilities hereunder);

§ 67 (4) (that the Guarantor’s liabilities hereunder shall lapse after ten (10) years, as the Guarantor shall remain liable hereunder as long as any amount is outstanding in respect of the Guaranteed Obligations);

§ 70 (as the Guarantor shall have no right of subrogation into the rights of the Finance Parties under the Finance Documents until and unless the Finance Parties shall have received all amounts due or to become due to them in respect of the Guaranteed Obligations);

§ 71 (as the Finance Parties shall have no liability first to make demand upon or seek to enforce remedies against the Borrowers or any of them or any other security provided in respect of the Borrowers’ liabilities under the Finance Documents before demanding payment under or seeking to enforce the security created hereunder);

§ 72 (as all interest and default interest due in respect of the Guaranteed Obligations shall be secured hereunder);

§ 73 (1) - (2) (as all costs and expenses related to a default in respect of the Guaranteed Obligations shall be secured hereunder); and

§ 74 (1) - (2) (as the Guarantor shall make no claim against a Borrower for payment until and unless the Finance Parties first shall have received all amounts due or to become due to them in respect of the Guaranteed Obligations).

Deferral of Guarantors’ rights

following receipt by the Guarantor of a notice from the Agent of the occurrence of any Event of Default which is unremedied, the Guarantor will not make demand for or claim payment of any moneys due to the Guarantor from a Borrower, or exercise any other right or remedy to which the Guarantor is entitled in respect of such moneys unless and until all moneys owing or due and payable by a Borrower to the Finance Parties in respect of the Guaranteed Obligations have been irrevocably paid in full;

if a Borrower shall become the subject of an insolvency proceeding or shall be wound up or liquidated, the Guarantor shall not (unless so instructed by the Agent and then only on condition that the Guarantor holds the benefit of any claim in such insolvency or liquidation to pay any amounts recovered thereunder to the Agent) make any claim in such insolvency, winding-up or liquidation until all moneys owing or due and payable by the Borrower to the Finance Parties in respect of the Guaranteed Obligations have been irrevocably paid in full;

if the Guarantor, in breach of paragraph (i) or (ii) above of this Clause 19.7 receives or recovers any money pursuant to any such exercise, claim or proof as therein referred to, such money shall be held by the Guarantor for the Agent to apply the same as if they were moneys received or recovered by the Agent hereunder; and

the Guarantor has not taken and will not take from any Borrower any security whatsoever for the moneys hereby guaranteed.

Exclusion of Guarantors’ rights

Enforcement

No Finance Party shall be obliged before taking steps to enforce this guarantee against a Guarantor:

to obtain judgement against an Obligor or any third party in any court or other tribunal;

to make or file any claim in a bankruptcy or liquidation of an Obligor or any third party; or

to take any action whatsoever against an Obligor or any third party under the Finance Documents, except giving notice of payment of the relevant part of the amounts outstanding hereunder;

Without affecting the obligations of a Guarantor hereunder, the Finance Parties may take such action as they in their own discretion may consider appropriate against any other person or parties and securities to recover moneys due and payable in respect of the Guaranteed Obligations.

Any release, discharge or settlement between a Guarantor and the Finance Parties or any of them in relation to this guarantee shall be conditional upon no right, security, disposition or payment to the Finance Parties by an Obligor or any other person being void, set aside or ordered to be refunded pursuant to any enactment or law relating to breach of duty by any person, bankruptcy, liquidation, administration, protection from creditors generally or insolvency or for any reason. If any such right, security, disposition or payment is void or at any time so set aside or ordered to be refunded, the Finance Parties shall be entitled subsequently to enforce this guarantee against each Guarantor as if such release, discharge or settlement had not occurred and any such security, disposition or payment had not been made.

Guarantee limitations

Without limiting any specific exemptions set out below:

no obligations of a Guarantor under this Clause 19 will extend to include any obligation or liability; and

no Security granted by an Obligor will secure any obligation or liability,

Notwithstanding any provision to the contrary in this Agreement or any Finance Document, the obligations of any Obligor incorporated in Norway (each a “Norwegian Obligor”), whether in its capacity as Guarantor or security provider, shall be limited to the extent necessary to comply with the mandatory provisions of Sections 8-7 and 8-10 of the Norwegian Limited Companies Act (act of 13 June 1997 no 44), regarding unlawful financial assistance and other restrictions on a Norwegian limited liability company’s ability to grant guarantees, loans or securities in favour of other group companies. The obligations of each of the Norwegian Obligors under this Clause 19 and the Finance Documents (other than this Agreement) shall however be interpreted so as to include as much as possible without contravening the limitations of the Norwegian Limited Companies Act.

REPRESENTATIONS AND WARRANTIES

Status

It is a corporation, duly incorporated and validly existing under the law of its jurisdiction of incorporation.

It and each of its Subsidiaries has the power to own its assets and carry on its business as it is being conducted.

Binding obligations

Non-conflict with other obligations

any law or regulation applicable to it;

its or any of its Subsidiaries’ constitutional documents; or

any agreement or instrument binding upon it or any of its Subsidiaries or any of its or any of its Subsidiaries’ assets.

Power and authority

Validity and admissibility in evidence

to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents to which it is a party; and

to make the Finance Documents to which it is a party admissible in evidence in its jurisdiction of incorporation,

Governing law and enforcement

The choice of governing law of the Finance Documents will be recognised and enforced in its Relevant Jurisdictions.

Any judgment obtained in relation to a Finance Document in the jurisdiction of the governing law of that Finance Document will be recognised and enforced in its Relevant Jurisdictions.

No deduction of Tax

No filing or stamp taxes

No Default

No Event of Default is continuing or might reasonably be expected to result from the making of any Utilisation.

No other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is binding on it or any of its Subsidiaries or to which its (or any of its Subsidiaries’) assets are subject which might have a Material Adverse Effect.

No misleading information

Any factual information provided by any member of the Group for the purposes of this Agreement was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated.

Any financial projections provided to the Finance Parties in connection with this Agreement have been prepared on the basis of recent historical information and on the basis of reasonable assumptions.

Nothing has occurred or been omitted from the information given to the Finance Parties in connection with this Agreement and no information has been given or withheld that results in the information given to the Finance Parties in connection with this Agreement being untrue or misleading in any material respect.

Financial statements

Its Original Financial Statements were prepared in accordance with the Approved Accounting Principles consistently applied, and fairly represent its financial condition and operations (consolidated in the case of the Parent) during the relevant financial year.

There has been no material adverse change in its business or financial condition (or the business or consolidated financial condition of the Group, in the case of the Parent) since 31 December 2009.

Pari passu ranking

No proceedings pending or threatened

Environmental Laws

It is in compliance with all Environmental Laws applicable to it and to the best of its knowledge and belief (having made due and careful enquiry) no circumstances have occurred which would prevent such compliance in a manner or to an extent which would have a Material Adverse Effect.

No Environmental Claim has been commenced or (to the best of its knowledge and belief (having made due and careful enquiry)) is threatened against any member of the Group where that claim would have a Material Adverse Effect.

Repetition

the date of each Utilisation Request and the first day of each Interest Period; and

in the case of an Additional Obligor, the day on which the company becomes (or it is proposed that the company becomes) an Additional Obligor.

INFORMATION UNDERTAKINGS

Financial statements

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

as soon as the same become available, but in any event within 60 days after the end of each quarter of each of its financial years its consolidated financial statements for that financial quarter and the financial statements of each Obligor for that financial quarter.

Compliance Certificate

The Parent shall supply to the Agent, with each set of consolidated financial statements of the Parent delivered pursuant to Clause 21.1 (Financial statements), a Compliance Certificate setting out (in reasonable detail) computations as to compliance with Clause 22 (Financial covenants) as at the date as at which those financial statements were drawn up.

Each Compliance Certificate shall be signed by the chief financial officer of the Parent.

Requirements as to financial statements

Each set of financial statements delivered by the Parent pursuant to Clause 21.1 (Financial statements) shall be certified by the chief financial officer of the Parent as fairly representing its financial condition as at the date as at which those financial statements were drawn up.

The Parent shall procure that each set of financial statements of an Obligor delivered pursuant to Clause 21.1 (Financial statements) is prepared using the Approved Accounting Principles, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements for that Obligor unless, in relation to any set of financial statements, it notifies the Agent that there has been a change in the Approved Accounting Principles, the accounting practices or reference periods and its auditors (or, if appropriate, the auditors of the Obligor) deliver to the Agent:

a description of any change necessary for those financial statements to reflect the Approved Accounting Principles, accounting practices and reference periods upon which that Obligor’s Original Financial Statements were prepared; and

sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether Clause 22 (Financial covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and that Obligor’s Original Financial Statements.

Environmental Claims

any Environmental Claim against any member of the Group which is current, pending or threatened; and

any facts or circumstances which are reasonably likely to result in any Environmental Claim being commenced or threatened against any member of the Group,

Information: miscellaneous

all material documents dispatched by the Parent to its shareholders (or any class of them) or its creditors generally at the same time as they are dispatched;

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

no later than 30 days prior to any member of the Group making a Permitted Acquisition having an Enterprise Value exceeding USD 100,000,000, a two (2) year financial forecast for the Parent (on a consolidated basis), with pro forma numbers taking into effect the making of the Permitted Acquisition showing compliance with Clause 22 (Financial covenants) and a ratio of Net Interest Bearing Debt to EBITDA not exceeding 2.50; and

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

Notification of Default

Each Obligor shall notify the Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence (unless that Obligor is aware that a notification has already been provided by another Obligor).

Promptly upon a request by the Agent, the Parent shall supply to the Agent a certificate signed by two 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).

Use of websites

The Parent may satisfy its obligation under this Agreement to deliver any information in relation to the Lenders by posting this information onto an electronic website designated by the Parent and the Agent (the “Designated Website”) if:

both the Parent and the Agent are aware of the address of and any relevant password specifications for the Designated Website; and

the information is in a format previously agreed between the Parent and the Agent.

The Agent shall supply each Lender with the address of and any relevant password specifications for the Designated Website following designation of that website by the Parent and the Agent.

The Parent shall promptly upon becoming aware of its occurrence notify the Agent if:

the Designated Website cannot be accessed due to technical failure;

the password specifications for the Designated Website change;

any new information which is required to be provided under this Agreement is posted onto the Designated Website;

any existing information which has been provided under this Agreement and posted onto the Designated Website is amended; or

the Parent becomes aware that the Designated Website or any information posted onto the Designated Website is or has been infected by any electronic virus or similar software.

Any Lender may request, through the Agent, one paper copy of any information required to be provided under this Agreement which is posted onto the Designated Website. The Parent shall comply with any such request within ten (10) Business Days.

“Know your customer” checks

If:

the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;

any change in the status of an Obligor after the date of this Agreement; or

a proposed assignment or transfer by a Lender of any of its rights and obligations under this Agreement to a party that is not a Lender prior to such assignment or transfer,

Each Lender shall promptly upon the request of the Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself) in order for the Agent to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

The Parent shall, by not less than ten (10) Business Days’ prior written notice to the Agent, notify the Agent (which shall promptly notify the Lenders) of its intention to request that one of its Subsidiaries becomes an Additional Obligor pursuant to Clause 26 (Changes to the Obligors).

Following the giving of any notice pursuant to paragraph (c) above, if the accession of such Additional Obligor obliges the Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Parent shall promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or on behalf of any prospective new Lender) in order for the Agent or such Lender or any prospective new Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the accession of such Subsidiary to this Agreement as an Additional Obligor.

FINANCIAL COVENANTS

Definitions

cash in hand or on deposit with any bank or financial institution located in any member state of the OECD or the United States of America;

cash equivalents (as reported in its financial statements in accordance with the Approved Accounting Principles); and

the amount available for drawing under committed and undrawn credit lines,

the outstanding principal amount of any moneys borrowed;